UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended October 29, 2022
or
For the transition period from ______ to ______
COMMISSION FILE NUMBER 1-9656
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
Registrant's telephone number, including area code (734 ) 242-144 4
None
(Former name, former address and former fiscal year, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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.
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
| Class | Outstanding at November 23, 2022 | |||||||
| Common Stock, $1.00 Par Value | ||||||||
LA-Z-BOY INCORPORATED
FORM 10-Q SECOND QUARTER OF FISCAL 2023
TABLE OF CONTENTS
| Page Number | ||||||||
2
PART I - FINANCIAL INFORMATION (UNAUDITED)
ITEM 1. FINANCIAL STATEMENTS
LA-Z-BOY INCORPORATED
CONSOLIDATED STATEMENT OF INCOME
| Quarter Ended | Six Months Ended | |||||||||||||||||||||||||
| (Unaudited, amounts in thousands, except per share data) | 10/29/2022 | 10/23/2021 | 10/29/2022 | 10/23/2021 | ||||||||||||||||||||||
| Sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||
| Selling, general and administrative expense | ||||||||||||||||||||||||||
| Operating income | ||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||
| Other income (expense), net | ||||||||||||||||||||||||||
| Income before income taxes | ||||||||||||||||||||||||||
| Income tax expense | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Net income attributable to noncontrolling interests | ( | ( | ( | ( | ||||||||||||||||||||||
| Net income attributable to La-Z-Boy Incorporated | $ | $ | $ | $ | ||||||||||||||||||||||
| Basic weighted average common shares | ||||||||||||||||||||||||||
| Basic net income attributable to La-Z-Boy Incorporated per share | $ | $ | $ | $ | ||||||||||||||||||||||
| Diluted weighted average common shares | ||||||||||||||||||||||||||
| Diluted net income attributable to La-Z-Boy Incorporated per share | $ | $ | $ | $ | ||||||||||||||||||||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
3
LA-Z-BOY INCORPORATED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| Quarter Ended | Six Months Ended | |||||||||||||||||||||||||
| (Unaudited, amounts in thousands) | 10/29/2022 | 10/23/2021 | 10/29/2022 | 10/23/2021 | ||||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||||||||
| Other comprehensive income (loss) | ||||||||||||||||||||||||||
| Currency translation adjustment | ( | ( | ( | ( | ||||||||||||||||||||||
| Net unrealized loss on marketable securities, net of tax | ( | ( | ( | ( | ||||||||||||||||||||||
| Net pension amortization, net of tax | ||||||||||||||||||||||||||
| Total other comprehensive income (loss) | ( | ( | ( | ( | ||||||||||||||||||||||
| Total comprehensive income before noncontrolling interests | ||||||||||||||||||||||||||
| Comprehensive (income) loss attributable to noncontrolling interests | ( | ( | ( | ( | ||||||||||||||||||||||
| Comprehensive income attributable to La-Z-Boy Incorporated | $ | $ | $ | $ | ||||||||||||||||||||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
4
LA-Z-BOY INCORPORATED
CONSOLIDATED BALANCE SHEET
| (Unaudited, amounts in thousands, except par value) | 10/29/2022 | 4/30/2022 | ||||||||||||
| Current assets | ||||||||||||||
| Cash and equivalents | $ | $ | ||||||||||||
| Restricted cash | ||||||||||||||
Receivables, net of allowance of $ | ||||||||||||||
| Inventories, net | ||||||||||||||
| Other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Property, plant and equipment, net | ||||||||||||||
| Goodwill | ||||||||||||||
| Other intangible assets, net | ||||||||||||||
| Deferred income taxes – long-term | ||||||||||||||
| Right of use lease assets | ||||||||||||||
| Other long-term assets, net | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Current liabilities | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Lease liabilities, short-term | ||||||||||||||
| Accrued expenses and other current liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Lease liabilities, long-term | ||||||||||||||
| Other long-term liabilities | ||||||||||||||
| Shareholders' equity | ||||||||||||||
Preferred shares – | ||||||||||||||
Common shares, $ | ||||||||||||||
| Capital in excess of par value | ||||||||||||||
| Retained earnings | ||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
| Total La-Z-Boy Incorporated shareholders' equity | ||||||||||||||
| Noncontrolling interests | ||||||||||||||
| Total equity | ||||||||||||||
| Total liabilities and equity | $ | $ | ||||||||||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
5
LA-Z-BOY INCORPORATED
CONSOLIDATED STATEMENT OF CASH FLOWS
| Six Months Ended | ||||||||||||||
| (Unaudited, amounts in thousands) | 10/29/2022 | 10/23/2021 | ||||||||||||
| Cash flows from operating activities | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments to reconcile net income to cash provided by operating activities | ||||||||||||||
| (Gain)/loss on disposal of assets | ( | |||||||||||||
| (Gain)/loss on sale of investments | ( | |||||||||||||
| Provision for doubtful accounts | ( | |||||||||||||
| Depreciation and amortization | ||||||||||||||
| Amortization of right-of-use lease assets | ||||||||||||||
| Equity-based compensation expense | ||||||||||||||
| Change in deferred taxes | ||||||||||||||
| Change in receivables | ( | |||||||||||||
| Change in inventories | ( | ( | ||||||||||||
| Change in other assets | ( | |||||||||||||
| Change in payables | ||||||||||||||
| Change in lease liabilities | ( | ( | ||||||||||||
| Change in other liabilities | ( | |||||||||||||
| Net cash provided by operating activities | ||||||||||||||
| Cash flows from investing activities | ||||||||||||||
| Proceeds from disposals of assets | ||||||||||||||
| Capital expenditures | ( | ( | ||||||||||||
| Purchases of investments | ( | ( | ||||||||||||
| Proceeds from sales of investments | ||||||||||||||
| Acquisitions | ( | ( | ||||||||||||
| Net cash used for investing activities | ( | ( | ||||||||||||
| Cash flows from financing activities | ||||||||||||||
| Payments on debt and finance lease liabilities | ( | ( | ||||||||||||
| Holdback payments for acquisition purchases | ( | ( | ||||||||||||
| Stock issued for stock and employee benefit plans, net of shares withheld for taxes | ( | ( | ||||||||||||
| Repurchases of common stock | ( | ( | ||||||||||||
| Dividends paid to shareholders | ( | ( | ||||||||||||
Dividends paid to minority interest joint venture partners (1) | ( | |||||||||||||
| Net cash used for financing activities | ( | ( | ||||||||||||
| Effect of exchange rate changes on cash and equivalents | ( | ( | ||||||||||||
| Change in cash, cash equivalents and restricted cash | ( | ( | ||||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | ||||||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | ||||||||||||
| Supplemental disclosure of non-cash investing activities | ||||||||||||||
| Capital expenditures included in payables | $ | $ | ||||||||||||
(1)Includes dividends paid to joint venture minority partners resulting from the repatriation of dividends from our foreign earnings that we no longer consider permanently reinvested.
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
6
LA-Z-BOY INCORPORATED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| (Unaudited, amounts in thousands) | Common Shares | Capital in Excess of Par Value | Retained Earnings | Accumulated Other Comprehensive Loss | Non-Controlling Interests | Total | ||||||||||||||||||||||||||||||||
| At April 30, 2022 | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||
| Net income | — | — | — | |||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Stock issued for stock and employee benefit plans, net of cancellations and withholding tax | ( | ( | — | — | ( | |||||||||||||||||||||||||||||||||
Repurchases of | ( | ( | — | — | ( | |||||||||||||||||||||||||||||||||
| Stock option and restricted stock expense | — | — | — | — | ||||||||||||||||||||||||||||||||||
Dividends declared and paid ($ | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||
Dividends declared not paid ($ | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||
| At July 30, 2022 | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||
| Net income | — | — | — | |||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Stock issued for stock and employee benefit plans, net of cancellations and withholding tax | ( | ( | — | — | ( | |||||||||||||||||||||||||||||||||
| Stock option and restricted stock expense | — | — | — | — | ||||||||||||||||||||||||||||||||||
Dividends declared and paid ($ | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||
Dividends declared not paid ($ | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||
| At October 29, 2022 | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||
| (Unaudited, amounts in thousands) | Common Shares | Capital in Excess of Par Value | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non-Controlling Interests | Total | ||||||||||||||||||||||||||||||||
| At April 24, 2021 | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||
| Net income | — | — | — | |||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Stock issued for stock and employee benefit plans, net of cancellations and withholding tax | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
Repurchases of | ( | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||
| Stock option and restricted stock expense | — | — | — | — | ||||||||||||||||||||||||||||||||||
Dividends declared and paid ($ | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||
Dividends declared not paid ($ | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||
| At July 24, 2021 | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||
| Net income | — | — | — | |||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Stock issued for stock and employee benefit plans, net of cancellations and withholding tax | ( | — | — | |||||||||||||||||||||||||||||||||||
Purchases of | ( | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||
| Stock option and restricted stock expense | — | — | — | — | ||||||||||||||||||||||||||||||||||
Dividends declared and paid ($ | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||
Dividends declared not paid ($ | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||
| At October 23, 2021 | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||
(1)Non-controlling interests include dividends paid to joint venture minority partners resulting from the repatriation of dividends from our foreign earnings that we no longer consider permanently reinvested.
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
7
LA-Z-BOY INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1: Basis of Presentation
The accompanying consolidated financial statements include the consolidated accounts of La-Z-Boy Incorporated and our majority-owned subsidiaries (collectively, the "Company"). We derived the April 30, 2022 balance sheet from our audited financial statements. We prepared the interim financial information in conformity with generally accepted accounting principles, which we applied on a basis consistent with those reflected in our fiscal 2022 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”), but the information does not include all of the disclosures required by generally accepted accounting principles. In management’s opinion, the interim financial information includes all adjustments and accruals, consisting only of normal recurring adjustments (except as otherwise disclosed), that are necessary for a fair statement of results for the respective interim periods. The interim results reflected in the accompanying financial statements are not necessarily indicative of the results of operations that will occur for the full fiscal year ending April 29, 2023.
At October 29, 2022, we owned investments in two privately-held companies consisting of non-marketable preferred shares, warrants to purchase common shares, and convertible notes. Each of these companies is a variable interest entity and we have not consolidated their results in our financial statements because we do not have the power to direct those activities that most significantly impact their economic performance and, therefore, are not the primary beneficiary.
Accounting pronouncements adopted in fiscal 2023
We did not adopt any Accounting Standards Updates ("ASUs") in fiscal 2023.
Accounting pronouncements not yet adopted
The following table summarizes additional accounting pronouncements which we have not yet adopted, but we believe will not have a material impact on our accounting policies or our consolidated financial statements and related disclosures.
| ASU | Description | Adoption Date | ||||||||||||
| ASU 2021-08 | Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities From Contracts With Customers | Fiscal 2024 | ||||||||||||
Note 2: Acquisitions
None of the below acquisitions were significant to our consolidated financial statements, and, therefore, pro-forma financial information is not presented. All of our provisional purchase accounting estimates for the acquisitions completed in fiscal 2023 are based on the information and data available to us as of the time of the issuance of these financial statements, and in accordance with Accounting Standard Codification Topic 805-10-25-15, are subject to change within the first 12 months following the acquisition as we gain additional data.
Each of the following Retail acquisitions completed in fiscal 2023 and 2022 reflect a core component of our strategic priorities, which is to grow our company-owned retail business and leverage our integrated retail model (where we earn a combined profit on both the wholesale and retail sales) in suitable geographic markets, alongside the existing La-Z-Boy Furniture Galleries® network.
Spokane, Washington acquisition
On September 26, 2022, we completed our acquisition of the Spokane, Washington business that operates one independently owned La-Z-Boy Furniture Galleries® store and one distribution center for $4.7 million, subject to customary adjustments. We paid total cash of $4.0 million during the second quarter of fiscal 2023 and the remaining consideration includes forgiveness of accounts receivable and payments based on working capital adjustments.
Prior to this acquisition, we licensed to the counterparty the exclusive right to own and operate La-Z-Boy Furniture Galleries® stores (and to use the associated trademarks and trade name) in the Spokane, Washington market, and we reacquired these rights when we consummated the transaction. The reacquired rights are indefinite-lived because our Retailer Agreements are perpetual agreements that have no specific expiration date and no renewal options. The effective settlement of these arrangements resulted in no settlement gain or loss as the contractual terms were at market. We recorded an indefinite-lived
8
intangible asset of $1.2 million related to these reacquired rights. We also recognized $3.0 million of goodwill in our Retail segment related primarily to synergies we expect from the integration of the acquired store and future benefits of these synergies. For federal income tax purposes, we will amortize and appropriately deduct all of the indefinite-lived intangible assets and goodwill assets over 15 years.
Denver, Colorado acquisition
On July 18, 2022, we completed our acquisition of the Denver, Colorado business that operates five independently owned La-Z-Boy Furniture Galleries® stores and one distribution center for $10.1 million, subject to customary adjustments. We paid total cash of $7.7 million in the first and second quarters of fiscal 2023 and the remaining consideration includes forgiveness of accounts receivable and payments based on working capital adjustments.
Prior to this acquisition, we licensed to the counterparty the exclusive right to own and operate La-Z-Boy Furniture Galleries® stores (and to use the associated trademarks and trade name) in the Denver, Colorado market, and we reacquired these rights when we consummated the transaction. The reacquired rights are indefinite-lived because our Retailer Agreements are perpetual agreements that have no specific expiration date and no renewal options. The effective settlement of these arrangements resulted in no settlement gain or loss as the contractual terms were at market. We recorded an indefinite-lived intangible asset of $4.3 million related to these reacquired rights. We also recognized $7.6 million of goodwill in our Retail segment related primarily to synergies we expect from the integration of the acquired stores and future benefits of these synergies. For federal income tax purposes, we will amortize and appropriately deduct all of the indefinite-lived intangible assets and goodwill assets over 15 years.
Prior Year Acquisitions
On August 16, 2021, we completed our acquisition of the Long Island, New York business that operates three independently owned La-Z-Boy Furniture Galleries® stores for $4.5 million, subject to customary adjustments. We paid $4.4 million of cash during the second quarter of fiscal 2022 and the remaining consideration includes forgiveness of accounts receivable and payments based on working capital adjustments.
Prior to this acquisition, we licensed to the counterparty the exclusive right to own and operate La-Z-Boy Furniture Galleries® stores (and to use the associated trademarks and trade name) in the Long Island, New York market, and we reacquired these rights when we consummated the transaction. The reacquired rights are indefinite-lived because our Retailer Agreements are perpetual agreements that have no specific expiration date and no renewal options. The effective settlement of these arrangements resulted in no settlement gain or loss as the contractual terms were at market. We recorded an indefinite-lived intangible asset of $0.8 million related to these reacquired rights. We also recognized $4.4 million of goodwill in our Retail segment related primarily to synergies we expect from the integration of the acquired stores and future benefits of these synergies. For federal income tax purposes, we will amortize and appropriately deduct all of the indefinite-lived intangible assets and goodwill assets over 15 years.
Note 3: Cash and Restricted Cash
We have restricted cash on deposit with a bank as collateral for certain letters of credit. All our letters of credit have maturity dates within the next twelve months, but we expect to renew some of these letters of credit when they mature.
| (Unaudited, amounts in thousands) | 10/29/2022 | 10/23/2021 | ||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Restricted cash | ||||||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | ||||||||||||
9
Note 4: Inventories
A summary of inventories is as follows:
| (Unaudited, amounts in thousands) | 10/29/2022 | 4/30/2022 | ||||||||||||
| Raw materials | $ | $ | ||||||||||||
| Work in process | ||||||||||||||
| Finished goods | ||||||||||||||
| FIFO inventories | ||||||||||||||
| Excess of FIFO over LIFO | ( | ( | ||||||||||||
| Total inventories | $ | $ | ||||||||||||
Note 5: Goodwill and Other Intangible Assets
We have goodwill on our consolidated balance sheet as follows:
| Reportable Segment/Unit | Reporting Unit | Related Acquisition | ||||||||||||
| Wholesale Segment | La-Z-Boy United Kingdom | Wholesale business in the United Kingdom and Ireland | ||||||||||||
| Wholesale Segment | La-Z-Boy United Kingdom Manufacturing | La-Z-Boy United Kingdom Manufacturing (Furnico) | ||||||||||||
| Retail Segment | Retail | La-Z-Boy Furniture Galleries® stores | ||||||||||||
| Corporate & Other | Joybird | Joybird | ||||||||||||
The following table summarizes changes in the carrying amount of our goodwill by reportable segment:
| (Unaudited, amounts in thousands) | Wholesale Segment | Retail Segment | Corporate and Other | Total Goodwill | ||||||||||||||||||||||
Balance at April 30, 2022 (1) | $ | $ | $ | $ | ||||||||||||||||||||||
| Acquisitions | ||||||||||||||||||||||||||
| Translation adjustment | ( | ( | ( | |||||||||||||||||||||||
Balance at October 29, 2022 (1) | $ | $ | $ | $ | ||||||||||||||||||||||
We have intangible assets on our consolidated balance sheet as follows:
| Reportable Segment/Unit | Intangible Asset | Useful Life | ||||||||||||
| Wholesale Segment | Primarily acquired customer relationships from our acquisition of the wholesale business in the United Kingdom and Ireland | Amortizable over useful lives that do not exceed | ||||||||||||
| Wholesale Segment | American Drew® trade name | Indefinite-lived | ||||||||||||
| Retail Segment | Reacquired rights to own and operate La-Z-Boy Furniture Galleries® stores | Indefinite-lived | ||||||||||||
| Corporate & Other | Joybird® trade name | Amortizable over -year useful life | ||||||||||||
10
The following summarizes changes in our intangible assets:
| (Unaudited, amounts in thousands) | Indefinite- Lived Trade Names | Finite-Lived Trade Name | Indefinite- Lived Reacquired Rights | Other Intangible Assets | Total Intangible Assets | |||||||||||||||||||||||||||
| Balance at April 30, 2022 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Acquisitions | ||||||||||||||||||||||||||||||||
| Amortization | ( | ( | ( | |||||||||||||||||||||||||||||
| Translation adjustment | ( | ( | ( | |||||||||||||||||||||||||||||
| Balance at October 29, 2022 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
We test indefinite-lived intangibles and goodwill for impairment on an annual basis in the fourth quarter of each fiscal year, and more frequently if events or changes in circumstances indicate that an asset might be impaired. We test amortizable intangible assets for impairment if events or changes in circumstances indicate that the assets might be impaired.
Note 6: Investments
We have current and long-term investments intended to enhance returns on our cash as well as to fund future obligations of our non-qualified defined benefit retirement plan, our executive deferred compensation plan, and our performance compensation retirement plan. We also hold investments of two privately-held companies consisting of non-marketable preferred shares, warrants to purchase common shares, and convertible notes (refer to Note 15, Fair Value Measurements). Our short-term investments are included in other current assets and our long-term investments are included in other long-term assets on our consolidated balance sheet.
The following summarizes our investments:
| (Unaudited, amounts in thousands) | 10/29/2022 | 4/30/2022 | ||||||||||||
| Short-term investments: | ||||||||||||||
| Marketable securities | $ | $ | ||||||||||||
| Held-to-maturity investments | ||||||||||||||
| Total short-term investments | ||||||||||||||
| Long-term investments: | ||||||||||||||
| Marketable securities | ||||||||||||||
| Cost basis investments | ||||||||||||||
| Total long-term investments | ||||||||||||||
| Total investments | $ | $ | ||||||||||||
| Investments to enhance returns on cash | $ | $ | ||||||||||||
| Investments to fund compensation/retirement plans | ||||||||||||||
| Other investments | ||||||||||||||
| Total investments | $ | $ | ||||||||||||
The following is a summary of the unrealized gains, unrealized losses, and fair value by investment type:
| 10/29/2022 | 4/30/2022 | |||||||||||||||||||||||||||||||||||||
| (Unaudited, amounts in thousands) | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||||||||||||||||||||||
| Equity securities | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Fixed income | ( | ( | ||||||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||||||||
| Total securities | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
11
The following table summarizes sales of marketable securities:
| Quarter Ended | Six Months Ended | |||||||||||||||||||||||||
| (Unaudited, amounts in thousands) | 10/29/2022 | 10/23/2021 | 10/29/2022 | 10/23/2021 | ||||||||||||||||||||||
| Proceeds from sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Gross realized gains | ||||||||||||||||||||||||||
| Gross realized losses | ( | ( | ( | ( | ||||||||||||||||||||||
The following is a summary of the fair value of fixed income marketable securities, classified as available-for-sale securities, by contractual maturity:
| (Unaudited, amounts in thousands) | 10/29/2022 | |||||||
| Within one year | $ | |||||||
| Within two to five years | ||||||||
| Within six to ten years | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
Note 7: Accrued Expenses and Other Current Liabilities
| (Unaudited, amounts in thousands) | 10/29/2022 | 4/30/2022 | ||||||||||||
| Payroll and other compensation | $ | $ | ||||||||||||
| Accrued product warranty, current portion | ||||||||||||||
| Customer deposits | ||||||||||||||
| Deferred revenue | ||||||||||||||
| Other current liabilities | ||||||||||||||
| Accrued expenses and other current liabilities | $ | $ | ||||||||||||
Note 8: Product Warranties
We accrue an estimated liability for product warranties when we recognize revenue on the sale of warrantied products. We estimate future warranty claims on product sales based on our historical claims experience and periodically adjust the provision to reflect changes in actual experience. We incorporate repair costs into our liability estimates, including materials, labor and overhead amounts necessary to perform repairs, and any costs associated with delivering repaired product to our customers. Over 90 % of our warranty liability relates to our Wholesale reportable segment as we generally warrant our products against defects for to three years on fabric and leather, from to ten years on cushions and padding, and provide a limited lifetime warranty on certain mechanisms and frames, unless otherwise noted in the warranty. Additionally, our Wholesale segment warranties cover labor costs relating to our parts for one year . We provide a limited lifetime warranty against defects on a majority of Joybird products, which are a part of our Corporate and Other results. For all our manufacturer warranties, the warranty period begins when the consumer receives our product. We use considerable judgment in making our estimates, and we record differences between our actual and estimated costs when the differences are known.
A reconciliation of the changes in our product warranty liability is as follows:
| Quarter Ended | Six Months Ended | |||||||||||||||||||||||||
| (Unaudited, amounts in thousands) | 10/29/2022 | 10/23/2021 | 10/29/2022 (1) | 10/23/2021 | ||||||||||||||||||||||
| Balance as of the beginning of the period | $ | $ | $ | $ | ||||||||||||||||||||||
| Accruals during the period | ||||||||||||||||||||||||||
| Settlements during the period | ( | ( | ( | ( | ||||||||||||||||||||||
| Balance as of the end of the period | $ | $ | $ | $ | ||||||||||||||||||||||
(1)$17.8 million and $16.4 million is recorded in accrued expenses and other current liabilities as of October 29, 2022, and April 30, 2022, respectively, while the remainder is included in other long-term liabilities.
12
Note 9: Stock-Based Compensation
The table below summarizes the total stock-based compensation expense we recognized for all outstanding grants in our consolidated statement of income:
| Quarter Ended | Six Months Ended | |||||||||||||||||||||||||
| (Unaudited, amounts in thousands) | 10/29/2022 | 10/23/2021 | 10/29/2022 | 10/23/2021 | ||||||||||||||||||||||
| Equity-based awards expense | $ | $ | $ | $ | ||||||||||||||||||||||
Liability-based awards expense (1) | ( | |||||||||||||||||||||||||
| Total stock-based compensation expense | $ | $ | $ | $ | ||||||||||||||||||||||
Stock Options. We granted 318,411 stock options to employees during the first quarter of fiscal 2023 and we have stock options outstanding from previous grants. We account for stock options as equity-based awards because when they are exercised, they will be settled in common shares. We recognize compensation expense for stock options over the vesting period equal to the fair value on the date the Compensation and Talent Oversight Committee of our board of directors approved the awards. The vesting period for our stock options ranges from to four years , with accelerated vesting upon retirement. The vesting date for retirement-eligible employees is the later of the date they meet the criteria for retirement or ten months after the grant date. We accelerate the expense for options granted to retirement-eligible employees over the vesting period, with expense recognized from the grant date through their retirement eligibility date or over the ten months following the grant date, whichever period is longer. We have elected to recognize forfeitures as an adjustment to compensation expense in the same period as the forfeitures occur.
We estimate the fair value of the employee stock options at the grant date using the Black-Scholes option-pricing model, which requires management to make certain assumptions. The fair value of stock options granted during the first quarter of fiscal 2023 was calculated using the following assumptions:
| (Unaudited) | Fiscal 2023 grant | Assumption | ||||||||||||
| Risk-free interest rate | U.S. Treasury issues with term equal to expected life at grant date | |||||||||||||
| Dividend rate | Estimated future dividend rate and common share price at grant date | |||||||||||||
| Expected life | Contractual term of stock option and expected employee exercise trends | |||||||||||||
| Stock price volatility | Historical volatility of our common shares | |||||||||||||
| Fair value per option | $ | |||||||||||||
Restricted Stock. We granted 239,883 shares of restricted stock units to employees during the first quarter of fiscal 2023 and we also have restricted stock awards outstanding from previous grants. We issue restricted stock at no cost to employees and account for restricted stock awards as equity-based awards because when they vest, they will be settled in common shares. We recognize compensation expense for restricted stock over the vesting period equal to the fair value on the date the Compensation and Talent Oversight Committee of our board of directors approved the awards. Restricted stock awards generally vest at 25 % per year, beginning one year from the grant date over a term of four years , with continued vesting upon retirement with respect to the fiscal 2023 grants. The vesting date for retirement-eligible employees is the later of the date they meet the criteria for retirement or ten months after the grant date. We accelerate the expense for restricted stock granted to retirement-eligible employees over the vesting period, with expense recognized from the grant date through their retirement eligibility date or over the ten months following the grant date, whichever period is longer. We have elected to recognize forfeitures as an adjustment to compensation expense in the same period as the forfeitures occur. The weighted-average fair value of the restricted stock that was awarded in the first six months of fiscal 2023 was $24.44 per share, the market value of our common shares on the dates of grant.
Restricted Stock Units Issued to Directors. Restricted stock units granted to our non-employee directors are offered at no cost to the directors and vest the earlier of the date a director leaves the board or one year from the grant date. During the second quarter of fiscal 2023, we granted 36,656 restricted stock units to our non-employee directors. We account for these restricted stock units as equity-based awards because when they vest, they will be settled in shares of our common stock. We measure and
13
recognize compensation expense for these awards based on the market price of our common shares on the date of grant, which was $26.19 .
Performance Shares. During the first quarter of fiscal 2023, we granted 240,833 performance-based shares and we also have performance-based share awards outstanding from previous grants. Payouts of these grants depend on our financial performance (50 %) and a market-based condition based on the total return our shareholders receive on their investment in our stock relative to returns earned through investments in other public companies (50 %). The performance share opportunity ranges from 50 % of the employee’s target award if minimum performance requirements are met to a maximum of 200 % of the target award based on the attainment of certain financial and shareholder-return goals over a specific performance period, which is generally fiscal years.
We account for performance-based shares as equity-based awards because when they vest, they will be settled in common shares. In the event of an employee's termination during the vesting period, the potential right to earn shares under this program is generally forfeited and we have elected to recognize forfeitures as an adjustment to compensation expense in the same period in which the forfeitures occur. For shares that vest based on our results relative to the performance goals, we expense as compensation cost the fair value of the shares as of the day we granted the awards recognized over the performance period, taking into account the probability that we will satisfy the performance goals. The fair value of each share of the awards we granted in fiscal 2023 that vest based on attaining performance goals was $22.43 , the market value of our common shares on the date we granted the awards less the value of the dividends we expect to pay shareholders before the shares vest. For shares that vest based on market conditions, we use a Monte Carlo valuation model to estimate each share’s fair value as of the date of grant. The Monte Carlo valuation model uses multiple simulations to evaluate our probability of achieving various stock price levels to determine our expected performance ranking relative to our peer group. For shares that vest based on market conditions, we expense compensation cost over the vesting period regardless of whether the market condition is ultimately satisfied. Based on the Monte Carlo model, the fair value as of the grant date of the fiscal 2023 grant of shares that vest based on market conditions was $36.63 .
Note 10: Accumulated Other Comprehensive Income (Loss)
| (Unaudited, amounts in thousands) | Translation adjustment | Unrealized gain (loss) on marketable securities | Net pension amortization and net actuarial loss | Accumulated other comprehensive income (loss) | ||||||||||||||||||||||
| Balance at July 30, 2022 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Changes before reclassifications | ( | ( | ( | |||||||||||||||||||||||
| Amounts reclassified to net income | ||||||||||||||||||||||||||
| Tax effect | ( | |||||||||||||||||||||||||
| Other comprehensive income (loss) attributable to La-Z-Boy Incorporated | ( | ( | ( | |||||||||||||||||||||||
| Balance at October 29, 2022 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Balance at July 24, 2021 | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||
| Changes before reclassifications | ( | ( | ||||||||||||||||||||||||
| Amounts reclassified to net income | ( | |||||||||||||||||||||||||
| Tax effect | ( | |||||||||||||||||||||||||
| Other comprehensive income (loss) attributable to La-Z-Boy Incorporated | ( | ( | ||||||||||||||||||||||||
| Balance at October 23, 2021 | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||
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The activity in accumulated other comprehensive income (loss) for the six months ended October 29, 2022 and October 23, 2021, is as follows:
| (Unaudited, amounts in thousands) | Translation adjustment | Unrealized gain (loss) on marketable securities | Net pension amortization and net actuarial loss | Accumulated other comprehensive income (loss) | ||||||||||||||||||||||
| Balance at April 30, 2022 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Changes before reclassifications | ( | ( | ( | |||||||||||||||||||||||
| Amounts reclassified to net income | ||||||||||||||||||||||||||
| Tax effect | ( | |||||||||||||||||||||||||
| Other comprehensive income (loss) attributable to La-Z-Boy Incorporated | ( | ( | ( | |||||||||||||||||||||||
| Balance at October 29, 2022 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Balance at April 24, 2021 | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||
| Changes before reclassifications | ( | ( | ( | |||||||||||||||||||||||
| Amounts reclassified to net income | ||||||||||||||||||||||||||
| Tax effect | ( | ( | ||||||||||||||||||||||||
| Other comprehensive income (loss) attributable to La-Z-Boy Incorporated | ( | ( | ( | |||||||||||||||||||||||
| Balance at October 23, 2021 | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||
We reclassified both the unrealized gain (loss) on marketable securities and the net pension amortization from accumulated other comprehensive loss to net income through other income (expense), net.
The components of non-controlling interest were as follows:
| Quarter Ended | Six Months Ended | |||||||||||||||||||||||||
| (Unaudited, amounts in thousands) | 10/29/2022 | 10/23/2021 | 10/29/2022 | 10/23/2021 | ||||||||||||||||||||||
| Balance as of the beginning of the period | $ | $ | $ | $ | ||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Other comprehensive loss | ( | ( | ( | ( | ||||||||||||||||||||||
| Dividends distributed to joint venture minority partners | ( | ( | ||||||||||||||||||||||||
| Balance as of the end of the period | $ | $ | $ | $ | ||||||||||||||||||||||
Note 11: Revenue Recognition
Our revenue is primarily derived from product sales. We report product sales net of discounts and recognize them when control (rights and obligations associated with the product) passes to the customer. For sales to furniture retailers or distributors, control typically transfers when we ship the product. In cases where we sell directly to the end consumer, control of the product is generally transferred upon delivery.
For shipping and handling activities, we have elected to apply the accounting policy election permitted in ASC 606-10-25-18B, which allows an entity to account for shipping and handling activities as fulfillment activities (rather than as a promised good or service) when the activities are performed even if those activities are performed after the control of the good has been transferred. We expense shipping and handling costs at the time we recognize revenue in accordance with this election.
For sales tax, we have elected to apply the accounting policy election permitted in ASC 606-10-32-2A, which allows an entity to exclude from the measurement of the transaction price all taxes imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer, including sales, use, excise, value-added, and franchise taxes (collectively referred to as sales taxes). This allows us to present revenue net of these certain types of taxes.
We have elected the practical expedient permitted in ASC 606-10-32-18, which allows an entity to recognize the promised amount of consideration without adjusting for the effects of a significant financing component if the contract has a duration of one year or less. As our contracts typically are less than one year in length and do not have significant financing components, we have not adjusted consideration.
15
The following table presents our revenue disaggregated by product category and by segment or unit:
| Quarter Ended October 29, 2022 | Quarter Ended October 23, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||
| (Unaudited, amounts in thousands) | Wholesale | Retail | Corporate and Other | Total | Wholesale | Retail | Corporate and Other | Total | ||||||||||||||||||||||||||||||||||||||||||
| Motion Upholstery Furniture | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Stationary Upholstery Furniture | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Bedroom Furniture | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dining Room Furniture | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Occasional Furniture | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Delivery | ||||||||||||||||||||||||||||||||||||||||||||||||||
Other (1) | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Eliminations | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Consolidated Net Sales | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Six Months Ended October 29, 2022 | Six Months Ended October 23, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||
| (Unaudited, amounts in thousands) | Wholesale | Retail | Corporate and Other | Total | Wholesale | Retail | Corporate and Other | Total | ||||||||||||||||||||||||||||||||||||||||||
| Motion Upholstery Furniture | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Stationary Upholstery Furniture | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Bedroom Furniture | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dining Room Furniture | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Occasional Furniture | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Delivery | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other (1) | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Eliminations | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Consolidated Net Sales | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
(1)Primarily includes revenue for advertising, royalties, parts, accessories, after-treatment products, surcharges, discounts and allowances, rebates and other sales incentives.
Motion Upholstery Furniture - Includes gross revenue for upholstered furniture, such as recliners, sofas, loveseats, chairs, sectionals, and modulars that have a mechanism that allows the back of the product to recline or the product's footrest to extend. This gross revenue includes sales to La-Z-Boy Furniture Galleries® stores (including company-owned stores), operators of La-Z-Boy Comfort Studio® locations, England Custom Comfort Center locations, other major dealers, independent retailers, and the end consumer.
Stationary Upholstery Furniture - Includes gross revenue for upholstered furniture, such as sofas, loveseats, chairs, sectionals, modulars, and ottomans that do not have a mechanism. This gross revenue includes sales to La-Z-Boy Furniture Galleries® stores (including company-owned stores), operators of La-Z-Boy Comfort Studio® locations, England Custom Comfort Center locations, other major dealers, independent retailers, and the end consumer.
Bedroom Furniture - Includes gross revenue for casegoods furniture typically found in a bedroom, such as beds, chests, dressers, nightstands and benches. This gross revenue includes sales to La-Z-Boy Furniture Galleries® stores (including company-owned stores), independent retailers, and the end consumer.
Dining Room Furniture - Includes gross revenue for casegoods furniture typically found in a dining room, such as dining tables, dining chairs, storage units and stools. This gross revenue includes sales to La-Z-Boy Furniture Galleries® stores (including company-owned stores), independent retailers, and the end consumer.
Occasional Furniture - Includes gross revenue for casegoods furniture found throughout the home, such as cocktail tables, chairsides, sofa tables, end tables, and entertainment centers. This gross revenue includes sales to La-Z-Boy Furniture Galleries® stores (including company-owned stores), independent retailers, and the end consumer.
16
Contract Assets and Liabilities. We receive customer deposits from end consumers before we recognize revenue and in some cases we have the unconditional right to collect the remaining portion of the order price before we fulfill our performance obligation, resulting in a contract asset and a corresponding deferred revenue liability. In our consolidated balance sheet, customer deposits and deferred revenue (collectively, the "contract liabilities") are reported in accrued expenses and other current liabilities while contract assets are reported as other current assets. The following table presents our contract assets and liabilities:
| (Unaudited, amounts in thousands) | 10/29/2022 | 4/30/2022 | ||||||||||||
| Contract assets | $ | $ | ||||||||||||
| Customer deposits | $ | $ | ||||||||||||
| Deferred revenue | ||||||||||||||
Total contract liabilities (1) | $ | $ | ||||||||||||
(1)During the six months ended October 29, 2022, we recognized revenue of $274.3 million related to our contract liability balance at April 30, 2022.
Note 12: Segment Information
Our reportable operating segments include the Wholesale segment and the Retail segment.
Wholesale Segment. Our Wholesale segment consists primarily of three operating segments: La-Z-Boy, our largest operating segment, our England subsidiary, and our casegoods operating segment that sells furniture under three brands: American Drew®, Hammary® and Kincaid®. The Wholesale segment also includes our international wholesale and manufacturing businesses. We aggregate these operating segments into one reportable segment because they are economically similar and meet the other aggregation criteria for determining reportable segments. Our Wholesale segment manufactures and imports upholstered furniture, such as recliners and motion furniture, sofas, loveseats, chairs, sectionals, modulars, ottomans and sleeper sofas and imports casegoods (wood) furniture, such as bedroom sets, dining room sets, entertainment centers and occasional pieces. The Wholesale segment sells directly to La-Z-Boy Furniture Galleries® stores, operators of La-Z-Boy Comfort Studio® locations, England Custom Comfort Center locations, major dealers, and a wide cross-section of other independent retailers.
Retail Segment. Our Retail segment consists of one operating segment comprised of our 169 company-owned La-Z-Boy Furniture Galleries® stores. The Retail segment sells primarily upholstered furniture, in addition to some casegoods and other accessories, to end consumers through these stores.
Corporate & Other. Corporate & Other includes the shared costs for corporate functions, including human resources, information technology, finance and legal, in addition to revenue generated through royalty agreements with companies licensed to use the La-Z-Boy® brand name on various products. We consider our corporate functions to be other business activities and have aggregated them with our other insignificant operating segments, including our global trading company in Hong Kong and Joybird, an e-commerce retailer that manufactures upholstered furniture, such as sofas, loveseats, chairs, ottomans, sleeper sofas and beds, and also imports casegoods (wood) furniture, such as occasional tables and other accessories. Joybird sells to the end consumer primarily online through its website, www.joybird.com. None of the operating segments included in Corporate & Other meet the requirements of reportable segments.
17
The following table presents sales and operating income (loss) by segment:
| Quarter Ended | Six Months Ended | |||||||||||||||||||||||||
| (Unaudited, amounts in thousands) | 10/29/2022 | 10/23/2021 | 10/29/2022 | 10/23/2021 | ||||||||||||||||||||||
| Sales | ||||||||||||||||||||||||||
| Wholesale segment: | ||||||||||||||||||||||||||
| Sales to external customers | $ | $ | $ | $ | ||||||||||||||||||||||
| Intersegment sales | ||||||||||||||||||||||||||
| Wholesale segment sales | ||||||||||||||||||||||||||
| Retail segment sales | ||||||||||||||||||||||||||
| Corporate and Other: | ||||||||||||||||||||||||||
| Sales to external customers | ||||||||||||||||||||||||||
| Intersegment sales | ||||||||||||||||||||||||||
| Corporate and Other sales | ||||||||||||||||||||||||||
| Eliminations | ( | ( | ( | ( | ||||||||||||||||||||||
| Consolidated sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Operating Income (Loss) | ||||||||||||||||||||||||||
| Wholesale segment | $ | $ | $ | $ | ||||||||||||||||||||||
| Retail segment | ||||||||||||||||||||||||||
| Corporate and Other | ( | ( | ( | ( | ||||||||||||||||||||||
| Consolidated operating income | ||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||
| Other income (expense), net | ||||||||||||||||||||||||||
| Income before income taxes | $ | $ | $ | $ | ||||||||||||||||||||||
Note 13: Income Taxes
18
Note 14: Earnings per Share
The following is a reconciliation of the numerators and denominators we used in our computations of basic and diluted earnings per share:
| Quarter Ended | Six Months Ended | |||||||||||||||||||||||||
| (Unaudited, amounts in thousands, except per share data) | 10/29/2022 | 10/23/2021 | 10/29/2022 | 10/23/2021 | ||||||||||||||||||||||
| Numerator (basic and diluted): | ||||||||||||||||||||||||||
| Net income attributable to La-Z-Boy Incorporated | $ | $ | $ | $ | ||||||||||||||||||||||
Income allocated to participating securities (1) | ( | |||||||||||||||||||||||||
| Net income available to common Shareholders | $ | $ | $ | $ | ||||||||||||||||||||||
| Denominator: | ||||||||||||||||||||||||||
| Basic weighted average common shares outstanding | ||||||||||||||||||||||||||
| Contingent common shares | ||||||||||||||||||||||||||
| Stock option dilution | ||||||||||||||||||||||||||
| Diluted weighted average common shares outstanding | ||||||||||||||||||||||||||
| Earnings per Share: | ||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||||||||||||
The values for contingent common shares set forth above reflect the dilutive effect of common shares that we would have issued to employees under the terms of performance-based share awards if the relevant performance period for the award had been the reporting period.
We exclude the effect of options from our diluted share calculation when the weighted average exercise price of the options is higher than the average market price, since including the options' effect would be anti-dilutive. For the second quarter and six months ended October 29, 2022, we excluded options to purchase 1.5 0.3
Note 15: Fair Value Measurements
Accounting standards require that we put financial assets and liabilities into one of three categories based on the inputs we use to value them:
•Level 1 — Financial assets and liabilities, the values of which are based on unadjusted quoted market prices for identical assets and liabilities in an active market that we have the ability to access.
•Level 2 — Financial assets and liabilities, the values of which are based on quoted prices in markets that are not active or on model inputs that are observable for substantially the full term of the asset or liability.
•Level 3 — Financial assets and liabilities, the values of which are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.
Accounting standards require that in making fair value measurements, we use observable market data when available. When inputs used to measure fair value fall within different levels of the hierarchy, we categorize the fair value measurement as being in the lowest level that is significant to the measurement. We recognize transfers between levels of the fair value hierarchy at the end of the reporting period in which they occur.
In addition to assets and liabilities that we record at fair value on a recurring basis, we are required to record assets and liabilities at fair value on a non-recurring basis. We measure non-financial assets such as other intangible assets, goodwill, and other long-lived assets at fair value when there is an indicator of impairment, and we record them at fair value only when we recognize an impairment loss.
19
The following table presents the fair value hierarchy for those assets and liabilities we measured at fair value on a recurring basis at October 29, 2022 and April 30, 2022. There were no transfers into or out of Level 1, Level 2, or Level 3 for any of the periods presented.
| At October 29, 2022 | ||||||||||||||||||||||||||||||||
| Fair Value Measurements | ||||||||||||||||||||||||||||||||
| (Unaudited, amounts in thousands) | Level 1 | Level 2 | Level 3 | NAV(1) | Total | |||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||
| Marketable securities | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Held-to-maturity investments | ||||||||||||||||||||||||||||||||
| Cost basis investments | ||||||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| At April 30, 2022 | ||||||||||||||||||||||||||||||||
| Fair Value Measurements | ||||||||||||||||||||||||||||||||
| (Unaudited, amounts in thousands) | Level 1 | Level 2 | Level 3 | NAV(1) | Total | |||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||
| Marketable securities | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Held-to-maturity investments | ||||||||||||||||||||||||||||||||
| Cost basis investment | ||||||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||||||||
| Contingent consideration liability | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
At October 29, 2022 and April 30, 2022, we held marketable securities intended to enhance returns on our cash and to fund future obligations of our non-qualified defined benefit retirement plan, our executive deferred compensation plan and our performance compensation retirement plan. We also held other fixed income and cost basis investments.
The fair value measurements for our Level 1 and Level 2 securities are based on quoted prices in active markets, as well as through broker quotes and independent valuation providers, multiplied by the number of shares owned exclusive of any transaction costs.
At October 29, 2022 and April 30, 2022, our Level 3 assets included investments in two
Our Level 3 liability includes our contingent consideration liability resulting from the Joybird acquisition. The fair value is determined using a variation of the income approach, known as the real options method, whereby revenue and earnings are simulated over the earnout periods in a risk-neutral framework using Geometric Brownian Motion. For each simulation path, the potential earnout payments were calculated based on management’s probability estimates for achievement of the revenue and earnings milestones and then were discounted to the valuation date using a discount rate of 6.8 %.
The fair value of our contingent consideration liability as of October 29, 2022 reflects our expectation that no additional consideration will be owed based on our most recent financial projections and the terms of the earnout agreement. As a result, during the second quarter of fiscal 2023, we reduced the fair value of the contingent consideration liability by its full carrying value of $0.8 million which was recorded as a favorable impact to selling, general and administrative expense in the consolidated statement of income. There were no other changes to the fair value of our Level 3 liabilities during the six months ended October 29, 2022.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
We have prepared this Management’s Discussion and Analysis as an aid to understanding our financial results. It should be read in conjunction with the accompanying Consolidated Financial Statements and related Notes to Consolidated Financial Statements. After a cautionary note regarding forward-looking statements, we begin with an introduction to our key businesses and then provide discussions of our results of operations, liquidity and capital resources, and critical accounting policies.
Cautionary Note Regarding Forward-Looking Statements
La-Z-Boy Incorporated and its subsidiaries (individually and collectively, "we," "our," "us," "La-Z-Boy" or the "Company") make "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. Generally, forward-looking statements include information concerning expectations, projections or trends relating to our results of operations, financial results, financial condition, strategic initiatives and plans, expenses, dividends, share repurchases, liquidity, use of cash and cash requirements, borrowing capacity, investments, future economic performance, business and industry and the effect of the coronavirus ("COVID") pandemic on our business operations and financial results.
Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements may include words such as "anticipates," "believes," "continues," "estimates," "expects," "feels," "forecasts," "hopes," "intends," "plans," "projects," "likely," "seeks," "short-term," "non-recurring," "one-time," "outlook," "target," "unusual," or words of similar meaning, or future or conditional verbs, such as "will," "should," "could," or "may." A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. You should not place undue reliance on forward-looking statements, which speak to our views only as of the date of this report. These forward-looking statements are all based on currently available operating, financial, and competitive information and are subject to various risks and uncertainties, many of which are unforeseeable and beyond our control. Additional risks and uncertainties that we do not presently know about or that we currently consider to be immaterial may also affect our business operations and financial performance.
Our actual future results and trends may differ materially from those we anticipate depending on a variety of factors, including, but not limited to, the risks and uncertainties discussed in our Annual Report for the fiscal year ended April 30, 2022, under Item 1A, "Risk Factors" and Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations." Given these risks and uncertainties, you should not rely on forward-looking statements as a prediction of actual results. Any or all of the forward-looking statements contained in our Annual Report for the fiscal year ended April 30, 2022 or any other public statement made by us, including by our management, may turn out to be incorrect. We are including this cautionary note to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or for any other reason.
Introduction
Our Business
We are the leading global producer of reclining chairs and the second largest manufacturer/distributor of residential furniture in the United States. The La-Z-Boy Furniture Galleries® stores retail network is the third largest retailer of single-branded furniture in the United States. We manufacture, market, import, export, distribute and retail upholstery furniture products under the La-Z-Boy®, England, Kincaid®, and Joybird® tradenames. In addition, we import, distribute and retail accessories and casegoods (wood) furniture products under the Kincaid®, American Drew®, Hammary®, and Joybird® tradenames.
As of October 29, 2022, our supply chain operations included the following:
•Five major manufacturing locations and ten regional distribution centers in the United States and five facilities in Mexico to support our speed-to-market and customization strategy
•A logistics company that distributes a portion of our products in the United States
•A wholesale sales office that is responsible for distribution of our product in the United Kingdom and Ireland
•An upholstery manufacturing business in the United Kingdom
•A global trading company in Hong Kong which helps us manage our Asian supply chain by establishing and maintaining relationships with our Asian suppliers, as well as identifying efficiencies and savings opportunities
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We also participate in two consolidated joint ventures in Thailand that support our international businesses: one that operates a manufacturing facility and another that operates a wholesale sales office. Additionally, we have contracts with several suppliers in Asia to produce products that support our pure import model for casegoods.
We sell our products through multiple channels: to furniture retailers or distributors in the United States, Canada, and approximately 55 other countries, including the United Kingdom, China, Australia, South Korea and New Zealand, directly to consumers through retail stores that we own and operate, and through our websites, www.la-z-boy.com and www.joybird.com.
•The centerpiece of our retail distribution strategy is our network of 351 La-Z-Boy Furniture Galleries® stores and 526 La-Z-Boy Comfort Studio® locations, each dedicated to marketing our La-Z-Boy branded products. We consider this dedicated space to be “proprietary.”
◦La-Z-Boy Furniture Galleries® stores help consumers furnish their homes by combining the style, comfort, and quality of La-Z-Boy furniture with our available design services. We own 169 of the La-Z-Boy Furniture Galleries® stores, while the remainder are independently owned and operated.
◦La-Z-Boy Comfort Studio® locations are defined spaces within larger independent retailers that are dedicated to displaying and selling La-Z-Boy branded products. All 526 La-Z-Boy Comfort Studio® locations are independently owned and operated.
◦In total, we have approximately 7.7 million square feet of proprietary floor space dedicated to selling La-Z-Boy branded products in North America.
◦We also have approximately 3.0 million square feet of floor space outside of the United States and Canada dedicated to selling La-Z-Boy branded products.
•Our other brands, England, American Drew, Hammary, and Kincaid enjoy distribution through many of the same outlets, with slightly over half of Hammary’s sales originating through the La-Z-Boy Furniture Galleries® store network.
◦Kincaid and England have their own dedicated proprietary in-store programs with 624 outlets and approximately 1.9 million square feet of proprietary floor space.
◦In total, our proprietary floor space includes approximately 12.6 million square feet worldwide.
•Joybird sells product primarily online and has a limited amount of proprietary retail showroom floor space including small-format stores in key urban markets.
Our goal is to deliver value to our shareholders over the long term through executing our strategic initiatives. The foundation of our strategic initiatives is driving profitable sales growth in all areas of our business.
We plan to drive growth in the following ways:
•Leveraging and reinvigorating our brand with a consumer focus and expanded omni-channel presence. Our strategic initiatives to leverage and reinvigorate our iconic La-Z-Boy brand center on a renewed focus on leveraging the compelling La-Z-Boy comfort message, accelerating our omni-channel offering, and identifying additional consumer-base growth opportunities. Our marketing platform featuring celebrity brand ambassador Kristen Bell drives brand recognition and injects youthful style and sensibility into our marketing campaign, which enhances the appeal of our brand with a younger consumer base. Further, our goal is to connect with consumers along their purchase journey through multiple means, whether online or in person. We are driving change throughout our digital platforms to improve the user experience, with a specific focus on the ease with which customers browse through our broad product assortment, customize products to their liking, find stores to make a purchase, or purchase at www.la-z-boy.com.
•Expanding the reach of our branded distribution channels, which include the La-Z-Boy Furniture Galleries® store network and the La-Z-Boy Comfort Studio® locations, our store-within-a-store format. While the consumer’s purchase journey may start digitally, our consumers also demonstrate an affinity for visiting our stores to shop, allowing us to frequently deliver the flagship La-Z-Boy Furniture Galleries® store, or La-Z-Boy Comfort Studio®, experience and provide design services. We expect our strategic initiatives in this area to generate growth in our Retail segment through an increased company-owned store count and in our Wholesale segment as our proprietary distribution network expands. We are not only focused on growing the number of locations, but also on upgrading existing store locations to our new concept designs.
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•Growing our company-owned retail business. We are focused on growing this business by increasing same-store sales through improved execution at the store level and by opportunistically acquiring existing La-Z-Boy Furniture Galleries® stores and opening new La-Z-Boy Furniture Galleries® stores, primarily in markets that can be serviced through our regional distribution centers, where we see opportunity for growth, or where we believe we have opportunities for further market penetration.
•Accelerating the growth of the Joybird brand. During fiscal 2019, we purchased Joybird, a leading e-commerce retailer and manufacturer of upholstered furniture with a direct-to-consumer model. We believe that Joybird is a brand with significant potential and our strategic initiatives in this area focus on fueling profitable growth through an increase in digital marketing spend to drive awareness and customer acquisition, ongoing investments in technology, an expansion of product assortment, and providing additional small-format stores in key urban markets to enhance our consumers' omni-channel experience.
•Enhancing our enterprise capabilities to support the growth of our consumer brands and enable potential acquisitions for growth. In addition to our branded distribution channels, approximately 2,200 other dealers sell La-Z-Boy products, providing us the benefit of multi-channel distribution. These outlets include some of the best-known names in the industry, including Slumberland, Nebraska Furniture Mart, Mathis Brothers and Raymour & Flanagan. We believe there is significant growth potential for our consumer brands through these retail channels. Our strategic initiatives focus on enhancing our enterprise capabilities to support the growth of our consumer brands and improving the agility of our supply chain so that it can more broadly support all our consumer brands.
Our reportable operating segments include the Wholesale segment and the Retail segment.
•Wholesale Segment. Our Wholesale segment consists primarily of three operating segments: La-Z-Boy, our largest operating segment, our England subsidiary, and our casegoods operating segment that sells furniture under three brands: American Drew®, Hammary® and Kincaid®. The Wholesale segment also includes our international wholesale and manufacturing businesses. We aggregate these operating segments into one reportable segment because they are economically similar and meet the other aggregation criteria for determining reportable segments. Our Wholesale segment manufactures and imports upholstered furniture, such as recliners and motion furniture, sofas, loveseats, chairs, sectionals, modulars, ottomans and sleeper sofas and imports casegoods (wood) furniture, such as bedroom sets, dining room sets, entertainment centers and occasional pieces. The Wholesale segment sells directly to La-Z-Boy Furniture Galleries® stores, operators of La-Z-Boy Comfort Studio® locations, England Custom Comfort Center locations, major dealers, and a wide cross-section of other independent retailers.
•Retail Segment. Our Retail segment consists of one operating segment comprised of our 169 company-owned La-Z-Boy Furniture Galleries® stores. The Retail segment sells primarily upholstered furniture, in addition to some casegoods and other accessories, to end consumers through these stores.
•Corporate & Other. Corporate & Other includes the shared costs for corporate functions, including human resources, information technology, finance and legal, in addition to revenue generated through royalty agreements with companies licensed to use the La-Z-Boy® brand name on various products. We consider our corporate functions to be other business activities and have aggregated them with our other insignificant operating segments, including our global trading company in Hong Kong and Joybird, an e-commerce retailer that manufactures upholstered furniture, such as sofas, loveseats, chairs, ottomans, sleeper sofas and beds, and also imports casegoods (wood) furniture, such as occasional tables and other accessories. Joybird sells to the end consumer primarily online through its website, www.joybird.com. None of the operating segments included in Corporate & Other meet the requirements of reportable segments.
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Results of Operations
Fiscal 2023 Second Quarter Compared with Fiscal 2022 Second Quarter
La-Z-Boy Incorporated
| Quarter Ended | Six Months Ended | |||||||||||||||||||||||||||||||||||||
| (Unaudited, amounts in thousands, except percentages) | 10/29/2022 | 10/23/2021 | % Change | 10/29/2022 | 10/23/2021 | % Change | ||||||||||||||||||||||||||||||||
| Sales | $ | 611,332 | $ | 575,889 | 6.2% | $ | 1,215,423 | $ | 1,100,672 | 10.4 | % | |||||||||||||||||||||||||||
| Operating income | 61,883 | 54,113 | 14.4% | 114,526 | 88,484 | 29.4 | % | |||||||||||||||||||||||||||||||
| Operating margin | 10.1% | 9.4% | 9.4% | 8.0% | ||||||||||||||||||||||||||||||||||
Sales
Consolidated sales increased $35.4 million, or 6%, and $114.8 million, or 10% in the second quarter and first six months of fiscal 2023, respectively, compared with the same periods a year ago. The increase in sales for both periods reflects the realization of pricing and surcharge actions taken to counteract rising material and freight costs over the past year. The benefit from these pricing actions, along with a favorable shift in product and channel mix, offset a decline in delivered unit volume.
Operating Margin
Operating margin, which is calculated as operating income as a percentage of sales, increased 70 basis points and 140 basis points in the second quarter and first six months of fiscal 2023, respectively, compared with the same periods a year ago.
•Gross margin, which is calculated as gross profit as a percentage of sales, increased 390 basis points and 270 basis points in the second quarter and first six months of fiscal 2023, respectively, compared with the same periods a year ago.
◦Changes in our consolidated mix improved gross margin by 270 basis points and 220 basis points in the second quarter and first six months of fiscal 2023, respectively, compared with the same periods a year ago, driven by growth of our Retail segment, which has a higher gross margin than our Wholesale segment.
◦Compared with the same periods a year ago, gross margin in the second quarter and first six months of fiscal 2023 benefited from pricing and surcharge actions taken in prior periods.
◦Higher raw material costs driven by global supply chain challenges and higher plant-related costs due to inefficiencies resulting from lower unit volume negatively impacted gross margin in the second quarter and first six months of fiscal 2023, compared with the same periods a year ago.
•Selling, general and administrative ("SG&A") expenses as a percentage of sales increased 320 basis points and 130 basis points in the second quarter and first six months of fiscal 2023, respectively, compared with the same periods a year ago.
◦Changes in our consolidated mix increased SG&A expense as a percentage of sales by 200 basis points and 160 basis points in the second quarter and first six months of fiscal 2023, respectively, compared with the same periods a year ago, driven by growth of our Retail segment, which has a higher SG&A expense as a percentage of sales than our Wholesale segment.
◦SG&A expense as a percentage of sales was further impacted during the second quarter of fiscal 2023 by increased investments in marketing to pre-pandemic levels, as a percentage of sales, to drive written sales.
We discuss each segment’s results in the following section.
Wholesale Segment
| Quarter Ended | Six Months Ended | |||||||||||||||||||||||||||||||||||||
| (Unaudited, amounts in thousands, except percentages) | 10/29/2022 | 10/23/2021 | % Change | 10/29/2022 | 10/23/2021 | % Change | ||||||||||||||||||||||||||||||||
| Sales | $ | 446,231 | $ | 439,092 | 1.6% | $ | 888,049 | $ | 832,591 | 6.7 | % | |||||||||||||||||||||||||||
| Operating income | 38,476 | 43,128 | (10.8)% | 64,618 | 61,459 | 5.1 | % | |||||||||||||||||||||||||||||||
| Operating margin | 8.6% | 9.8% | 7.3% | 7.4% | ||||||||||||||||||||||||||||||||||
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Sales
The Wholesale segment’s sales increased $7.1 million, or 2% and $55.5 million, or 7% in the second quarter and first six months of fiscal 2023, respectively, compared with the same periods a year ago. The increase in sales was primarily driven by the realization of pricing and surcharge actions taken in response to rising manufacturing costs combined with favorable channel and product mix. This was partially offset by a decline in delivered volume, primarily the result of dealers delaying receipt of finished goods due to warehouse constraints.
Operating Margin
The Wholesale segment's operating margin decreased 120 basis points and 10 basis points in the second quarter and first six months of fiscal 2023, respectively, compared with the same periods a year ago.
•Gross margin increased 190 basis points and 150 basis points in the second quarter and first six months of fiscal 2023, respectively, compared with the same periods a year ago.
◦Gross margin increased 400 basis points and 530 basis points in the second quarter and first six months of fiscal 2023, respectively, compared with the same periods a year ago, from pricing and surcharge actions taken in response to rising raw material costs resulting from global supply challenges.
◦The impact of rising raw material costs noted above led to a 120 basis point and 220 basis point decrease in gross margin, in the second quarter and first six months of fiscal 2023, respectively, compared with the same periods a year ago.
◦Higher costs related to plant inefficiencies due to lower unit volumes drove a 110 basis point and 160 basis point decrease in gross margin in the second quarter and first six months of fiscal 2023, respectively, compared with the same periods a year ago.
•SG&A expense as a percentage of sales increased 310 basis points and 160 basis points in the second quarter and first six months of fiscal 2023, respectively, compared with the same periods a year ago primarily due to increased marketing expense to pre-pandemic levels, as a percentage of sales. Additionally, the second quarter and first six months of fiscal 2022 included a gain resulting from the sale of our Newton, Mississippi manufacturing facility, resulting in a comparative 70 basis point and 40 basis point increase in SG&A as a percentage of sales in the second quarter and first six months of fiscal 2023, respectively, compared with the same periods a year ago.
Retail Segment
| Quarter Ended | Six Months Ended | |||||||||||||||||||||||||||||||||||||
| (Unaudited, amounts in thousands, except percentages) | 10/29/2022 | 10/23/2021 | % Change | 10/29/2022 | 10/23/2021 | % Change | ||||||||||||||||||||||||||||||||
| Sales | $ | 252,152 | $ | 192,420 | 31.0% | $ | 488,173 | $ | 374,267 | 30.4 | % | |||||||||||||||||||||||||||
| Operating income | 41,500 | 23,962 | 73.2% | 79,652 | 44,400 | 79.4 | % | |||||||||||||||||||||||||||||||
| Operating margin | 16.5% | 12.5% | 16.3% | 11.9% | ||||||||||||||||||||||||||||||||||
Sales
The Retail segment’s sales increased $59.7 million, or 31%, and $113.9 million, or 30% in the second quarter and first six months of fiscal 2023, respectively, compared with the same periods a year ago, led by a 25% increase in delivered same-store sales for each respective period. Additionally, the Retail segment benefited from a $17.1 million and a $29.4 million increase in the second quarter and first six months of fiscal 2023, respectively, from sales related to our retail store acquisitions that occurred in fiscal 2022 and fiscal 2023. Written same-store sales decreased 10% and 13% in the second quarter and first six months of fiscal 2023, respectively, compared with the same periods a year ago, reflecting softer demand across the industry driven by economic uncertainty and weaker consumer sentiment. However, compared to the pre-pandemic second quarter of fiscal 2020, written same-store sales have increased at a compound annual growth rate of 4%. Same-store delivered sales include the sales of all currently active stores which have been open and company-owned for each comparable period.
Operating Margin
The Retail segment's operating margin increased 400 basis points and 440 basis points in the second quarter and first six months of fiscal 2023, respectively, compared with the same periods a year ago.
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•Gross margin increased 80 basis points and was flat in the second quarter and first six months of fiscal 2023, respectively, compared with the same periods a year ago. The increase in the second quarter of fiscal 2023 was primarily due to pricing actions taken by the Retail business to offset increases in product costs.
•SG&A expense as a percentage of sales decreased 320 basis points and 440 basis points in the second quarter and first six months of fiscal 2023, respectively, compared with the same periods a year ago, primarily due to higher delivered sales relative to selling expenses and fixed costs, mainly occupancy expenses.
Corporate and Other
| Quarter Ended | Six Months Ended | |||||||||||||||||||||||||||||||||||||
| (Unaudited, amounts in thousands, except percentages) | 10/29/2022 | 10/23/2021 | % Change | 10/29/2022 | 10/23/2021 | % Change | ||||||||||||||||||||||||||||||||
| Sales | $ | 43,637 | $ | 45,013 | (3.1)% | $ | 92,367 | $ | 88,647 | 4.2 | % | |||||||||||||||||||||||||||
| Intercompany eliminations | (130,688) | (100,636) | (29.9)% | (253,166) | (194,833) | (29.9) | % | |||||||||||||||||||||||||||||||
| Operating loss | (18,093) | (12,977) | (39.4)% | (29,744) | (17,375) | (71.2) | % | |||||||||||||||||||||||||||||||
Sales
Corporate and Other sales decreased $1.4 million in the second quarter of fiscal 2023 and increased $3.7 million in the first six months of fiscal 2023 compared with the same periods a year ago. The change in sales was primarily led by Joybird sales which decreased 5% to $38.2 million, in the second quarter of fiscal 2023 and increased 2% to $80.8 million in the first six months of fiscal 2023. While Joybird sales benefited from pricing actions and increased online conversion, overall volume declined primarily due to slowing online traffic and demand challenges consistent with those recently experienced across the e-commerce home furnishings industry, along with changes in campaign execution with a key marketing partner which have since been reversed. Written sales for Joybird were down 27% and 9% in the second quarter and first six months of fiscal 2023, respectively, compared with the same periods a year ago, reflecting both the items noted above.
Intercompany eliminations increased in the second quarter and first six months of fiscal 2023 compared with the same periods a year ago due to higher sales from our Wholesale segment to our Retail segment.
Operating Loss
Our Corporate and Other operating loss increased $5.1 million and $12.4 million in the second quarter and first six months of fiscal 2023, respectively, compared with the same periods a year ago.
•The increase in operating loss was primarily due to Joybird's operating loss resulting from lower sales volume, an unfavorable shift in product mix, higher input costs and increased investments in marketing to drive customer acquisition and awareness.
•Partially offsetting the above, changes in the fair value of the Joybird contingent consideration liability relative to changes made during fiscal 2022, resulted in a comparative $1.3 million decrease in operating loss during the second quarter and first six months of fiscal 2023.
Non-Operating Income (Expense)
Interest Income
Interest income was $1.0 million and $1.4 million higher in the second quarter and first six months of fiscal 2023, respectively, compared with the same periods a year ago, primarily driven by higher interest rates.
Other Income (Expense), Net
Other income (expense), net was de minimis in both the second quarter and first six months of fiscal 2023. Other income (expense), net was $1.0 million and $0.9 million of income in the second quarter and first six months of fiscal 2022, respectively, primarily due to unrealized gains on investments.
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Income Taxes
Our effective tax rate was 25.8% and 26.2% for the second quarter and six months ended October 29, 2022, respectively, compared with 26.6% and 26.3% for the second quarter and six months ended October 23, 2021, respectively. Our effective tax rate varies from the 21% federal statutory rate primarily due to state taxes.
Liquidity and Capital Resources
Our sources of liquidity include cash and cash equivalents, short-term and long-term investments, cash from operations, and amounts available under our credit facility. We believe these sources remain adequate to meet our short-term and long-term liquidity requirements, finance our long-term growth plans, and fulfill other cash requirements for day-to-day operations and capital expenditures. We had cash, cash equivalents and restricted cash of $207.9 million at October 29, 2022, compared with $248.9 million at April 30, 2022. In addition, we had investments to enhance our returns on cash of $19.0 million at October 29, 2022, compared with $27.2 million at April 30, 2022.
The following table illustrates the main components of our cash flows:
| Six Months Ended | ||||||||||||||
| (Unaudited, amounts in thousands) | 10/29/2022 | 10/23/2021 | ||||||||||||
| Cash Flows Provided By (Used For) | ||||||||||||||
| Net cash provided by operating activities | $ | 30,954 | $ | 15,434 | ||||||||||
| Net cash used for investing activities | (44,138) | (32,472) | ||||||||||||
| Net cash used for financing activities | (25,937) | (80,728) | ||||||||||||
| Exchange rate changes | (1,841) | (330) | ||||||||||||
| Change in cash, cash equivalents and restricted cash | $ | (40,962) | $ | (98,096) | ||||||||||
Operating Activities
During the first six months of fiscal 2023, net cash provided by operating activities was $31.0 million. Our cash provided by operating activities was primarily attributable to net income, adjusted for non-cash items. This was partially offset by a $52.4 million decrease in customer deposits, as we work down our backlog to pre-pandemic levels, and a $36.8 million increase in inventory, primarily due to challenges in supply chain availability from prior periods impacting the timing of receiving inventory and the flow of finished goods to our customers.
Investing Activities
During the first six months of fiscal 2023, net cash used for investing activities was $44.1 million, primarily due to the following:
•Cash used for capital expenditures in the period was $40.4 million compared with $33.3 million during the first six months of fiscal 2022, which primarily related to improvements to our retail stores, new store openings, and plant upgrades to our upholstery manufacturing and distribution facilities in Neosho, Missouri. Spending on these items will continue in fiscal 2023 with full year fiscal 2023 capital expenditures expected to be in the range of $75 to $80 million. We have no material contractual commitments outstanding for future capital expenditures.
•Cash used for acquisitions was $11.7 million, related to the acquisition of the Denver, Colorado and Spokane, Washington retail businesses.
•Proceeds from the sale of investments, net of investment purchases, was $7.9 million.
Financing Activities
On October 15, 2021, we entered into a five-year $200.0 million unsecured revolving credit facility (the “Credit Facility”). Borrowings under the Credit Facility may be used by the Company for general corporate purposes. We may increase the size of the facility, either in the form of additional revolving commitments or new term loans, subject to the discretion of each lender to participate in such an increase, up to an additional amount of $100 million. The Credit Facility will mature on October 15, 2026 and provides us the ability to extend the maturity date for two additional one-year periods, subject to the satisfaction of customary conditions. As of October 29, 2022, we have no borrowings outstanding under the Credit Facility.
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The Credit Facility contains certain restrictive loan covenants, including, among others, financial covenants requiring a maximum consolidated net lease adjusted leverage ratio and a minimum consolidated fixed charge coverage ratio, as well as customary covenants limiting our ability to incur indebtedness, grant liens, make acquisitions, merge or consolidate, and dispose of certain assets. As of October 29, 2022, we were in compliance with our financial covenants under the Credit Facility. We believe our cash on hand, in addition to our available Credit Facility, will provide adequate liquidity for our business operations over the next 12 months.
During the first six months of fiscal 2023, net cash used for financing activities was $25.9 million, primarily due to the following:
•Our board of directors has authorized the repurchase of company stock and we spent $5.0 million in the first six months of fiscal 2022 to repurchase 0.2 million shares. As of October 29, 2022, 7.3 million shares remained available for repurchase pursuant to this authorization.
•Cash paid to our shareholders in quarterly dividends was $14.2 million. Our board of directors has sole authority to determine if and when we will declare future dividends and on what terms. We expect the board to continue declaring regular quarterly cash dividends for the foreseeable future, but it may discontinue doing so at any time.
•Cash paid for holdback payments made on prior-period acquisitions was $5.0 million for the guaranteed payments related to the acquisition of Joybird.
Exchange Rate Changes
Due to changes in exchange rates, our cash, cash equivalents, and restricted cash decreased by $1.8 million from the end of fiscal year 2022 to the end of the second quarter of fiscal 2023. These changes impacted our cash balances held in Canada, Thailand, and the United Kingdom.
Other
During the second quarter of fiscal 2023, there were no material changes to the information about our contractual obligations and commitments shown in the table contained in our Annual Report on Form 10-K for the fiscal year ended April 30, 2022. We do not expect our continuing compliance with existing federal, state and local statutes dealing with protection of the environment to have a material effect on our capital expenditures, earnings, competitive position or liquidity.
Critical Accounting Policies
We disclosed our critical accounting policies in our Annual Report on Form 10-K for the fiscal year ended April 30, 2022. There were no material changes to our critical accounting policies or estimates during the six months ended October 29, 2022.
Recent Accounting Pronouncements
See Note 1, Basis of Presentation, to the consolidated financial statements included in this Quarterly Report on Form 10-Q for a discussion of recently adopted accounting standards and other new accounting standards.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
During the first six months of fiscal 2023, there were no material changes from the information contained in Item 7A of our Annual Report on Form 10-K for the fiscal year ended April 30, 2022.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that such disclosure controls and procedures are effective to ensure that information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting. There were no changes in our internal controls over financial reporting that occurred during the second quarter of fiscal 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
ITEM 1A. RISK FACTORS
We disclosed our risk factors in our Annual Report on Form 10-K for the fiscal year ended April 30, 2022. There have been no material changes to our risk factors during the first six months of fiscal 2023.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Our board of directors has authorized the repurchase of company stock. As of October 29, 2022, 7.3 million shares remained available for repurchase pursuant to the board authorization. There were no share repurchases under the authorized plan during the second quarter of fiscal 2023. Amounts in the table below include shares purchased from employees to satisfy their withholding tax obligations upon vesting of restricted shares.
The following table summarizes our repurchases of company stock during the quarter ended October 29, 2022:
| (Unaudited, amounts in thousands, except per share data) | Total number of shares repurchased (1) | Average price paid per share | Total number of shares repurchased as part of publicly announced plan (2) | Maximum number of shares that may yet be repurchased under the plan | ||||||||||||||||||||||
| Fiscal August (July 31 – September 3, 2022) | — | $ | — | — | 7,262 | |||||||||||||||||||||
| Fiscal September (September 4 – October 1, 2022) | — | $ | — | — | 7,262 | |||||||||||||||||||||
| Fiscal October (October 2 – October 29, 2022) | — | $ | — | — | 7,262 | |||||||||||||||||||||
Fiscal Second Quarter of 2023 | — | — | 7,262 | |||||||||||||||||||||||
(1) There were no shares repurchased during the quarter as part of our publicly announced, board-authorized plan described above. During the quarter ended October 29, 2022, 312 shares were purchased from employees to satisfy their withholding tax obligations upon vesting of restricted shares with an average share price of $27.73.
(2) On October 28, 1987, our board of directors announced the authorization of the plan to repurchase company stock. The plan originally authorized 1.0 million shares, and since October 1987, 33.5 million shares have been added to the plan for repurchase. The authorization has no expiration date.
ITEM 6. EXHIBITS
| Exhibit Number | Description | |||||||
| (10.1) | * | |||||||
| (31.1) | ||||||||
| (31.2) | ||||||||
| (32) | ||||||||
| (101.INS) | Inline XBRL Instance Document | |||||||
| (101.SCH) | Inline XBRL Taxonomy Extension Schema Document | |||||||
| (101.CAL) | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| (101.LAB) | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| (101.PRE) | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| (101.DEF) | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| (104) | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended October 29, 2022, formatted in Inline XBRL (included in Exhibit 101) | |||||||
*Indicates a management contract or compensatory plan or arrangement under which a director or executive officer may receive benefits.
30
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 30, 2022 | ||||||||
| BY: /s/ Jennifer L. McCurry | ||||||||
| Jennifer L. McCurry Vice President, Corporate Controller and Chief Accounting Officer | ||||||||
31
Exhibit 31.1
CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a‑14(a)
I, Melinda D. Whittington, certify that:
1. I have reviewed this quarterly report on Form 10-Q of La-Z-Boy Incorporated;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: November 30, 2022 | /s/ Melinda D. Whittington | ||||
| Melinda D. Whittington | |||||
| President and Chief Executive Officer | |||||
Exhibit 31.2
CERTIFICATIONS OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a)
I, Robert G. Lucian, certify that:
1. I have reviewed this quarterly report on Form 10-Q of La-Z-Boy Incorporated;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: November 30, 2022 | /s/ Robert G. Lucian | ||||
| Robert G. Lucian | |||||
| Senior Vice President and Chief Financial Officer | |||||
EXHIBIT 32
CERTIFICATION OF EXECUTIVE OFFICERS*
Pursuant to 18 U.S.C. section 1350, each of the undersigned officers of La-Z-Boy Incorporated (the “Company”) hereby certifies, to such officer’s knowledge, that the Company’s Quarterly Report on Form 10-Q for the period ended October 29, 2022 (the “Report”) fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Melinda D. Whittington | |||||
| Melinda D. Whittington | |||||
| President and Chief Executive Officer | |||||
| November 30, 2022 | |||||
| /s/ Robert G. Lucian | |||||
| Robert G. Lucian | |||||
| Senior Vice President and Chief Financial Officer | |||||
| November 30, 2022 | |||||
*The foregoing certification is being furnished solely pursuant to 18 U.S.C. section 1350 and is not being filed as part of the Report or as a separate disclosure document.