SEC Filing | La-Z-Boy Incorporated

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                       SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549-1004
                                    FORM 10-Q

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

          FOR QUARTER ENDED July 29, 2000 COMMISSION FILE NUMBER 1-9656

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

                  MICHIGAN                                  38-0751137
- --------------------------------------------------------------------------------
         (State or other jurisdiction of                  (I.R.S. Employer
             incorporation or organization)              Identification No.)

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

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (734) 241-4414

                                      None
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.

                  Yes        X                                No

Indicate the number of shares outstanding of each issuer's classes of common
stock, as of the last practicable date:

               Class                             Outstanding at July 29, 2000
- -----------------------------------------        ----------------------------
Common Shares, $1.00 par value                            60,653,059









                              LA-Z-BOY INCORPORATED
                     FORM 10-Q FIRST QUARTER OF FISCAL 2001

                                TABLE OF CONTENTS
                                                                         Page
                                                                       Number(s)
                                                                       ---------
PART I   Financial Information
      Item 1. Financial Statements
              Consolidated Balance Sheet...................................3
              Consolidated Statement of Income.............................4
              Consolidated Statement of Cash Flows.........................5
              Notes to Consolidated Financial Statements
                 Basis of Presentation.....................................6
                 Interim Results...........................................6
                 Recent Acquisitions.......................................6-7
                 Earnings per Share........................................7
                 Segment Information.......................................8

      Item 2. Management's Discussion and Analysis of Financial Condition
                 and Results of Operations
              Cautionary Statement Concerning Forward-Looking Statements...8-9
              LADD Effects.................................................9
              Results of Operations........................................9-10
              Liquidity and Capital Resources..............................10-11
              Outlook......................................................11-12

      Item 3. Quantitative and Qualitative Disclosures About Market Risk...12

PART II   Other Information
      Item 5. Other Information............................................12
      Item 6. Exhibits and Reports on Form 8-K.............................12
      Signature Page.......................................................13









                          PART I FINANCIAL INFORMATION

         ITEM 1. FINANCIAL STATEMENTS



                                                       LA-Z-BOY INCORPORATED
                                                    CONSOLIDATED BALANCE SHEET
                                             (Amounts in thousands, except par value)

                                                Unaudited                Increase
                                         ----------------------         (Decrease)            Audited
                                           July 29,    July 24,    -------------------        Apr. 29,
                                            2000        1999        Dollars    Percent          2000
                                         ----------   ---------    ---------   -------       ----------
                                                                                 
Current assets
    Cash & equivalents                      $18,025     $48,104     ($30,079)     -63%          $14,353
    Receivables                             348,067     223,782      124,285       56%          394,453

    Inventories
        Raw materials                       100,033      56,888       43,145       76%           91,018
        Work-in-process                      67,813      40,799       27,014       66%           63,635
        Finished goods                      105,762      38,672       67,090      173%           98,623
                                         ----------   ---------    ---------   -------       ----------
            FIFO inventories                273,608     136,359      137,249      101%          253,276
            Excess of FIFO over LIFO         (7,637)    (23,146)      15,509       67%           (7,473)
                                         ----------   ---------    ---------   -------       ----------
                 Total inventories          265,971     113,213      152,758      135%          245,803

    Deferred income taxes                    21,005      20,685          320        2%           22,374
    Other current assets                     15,545      10,116        5,429       54%           15,386
                                         ----------   ---------    ---------   -------       ----------
        Total current assets                668,613     415,900      252,713       61%          692,369

Property, plant & equipment, net            226,810     140,381       86,429       62%          227,883

Goodwill                                    117,362      90,554       26,808       30%          116,668

Trade names                                 134,854        -         134,854       N/M          135,340

Other long-term assets                       45,029      35,943        9,086       25%           46,037

                                         ----------   ---------    ---------   -------       ----------
            Total assets                 $1,192,668    $682,778     $509,890       75%       $1,218,297
                                         ==========   =========    =========   =======       ==========



Current liabilities
    Current portion - long-term debt         $9,404      $1,687       $7,717      457%          $13,119
    Current portion - capital leases            457         773         (316)     -41%              457
    Accounts payable                         83,207      46,673       36,534       78%           90,392
    Payroll/other compensation               54,935      33,401       21,534       64%           74,724
    Income taxes                              5,492      10,347       (4,855)     -47%            5,002
    Other current liabilities                51,635      29,969       21,666       72%           53,312
                                         ----------   ---------    ---------   -------       ----------
        Total current liabilities           205,130     122,850       82,280       67%          237,006

Long-term debt                              240,893     120,187      120,706      100%          233,938

Capital leases                                3,002         144        2,858       N/M            2,156

Deferred income taxes                        52,317       5,595       46,722      835%           50,280

Other long-term liabilities                  29,905      13,687       16,218      118%           31,825

Commitments & contingencies

Shareholders' equity
    Common shares, $1 par                    60,652      52,234        8,418       16%           61,328
    Capital in excess of par                211,633      32,117      179,516      559%          211,450
    Retained earnings                       391,460     338,326       53,134       16%          392,458
    Currency translation                     (2,324)     (2,362)          38        2%           (2,144)
                                         ----------   ---------    ---------   -------       ----------
        Total shareholders' equity          661,421     420,315      241,106       57%          663,092

            Total liabilities and
                                         ----------   ---------    ---------   -------       ----------
            shareholders' equity         $1,192,668    $682,778     $509,890       75%       $1,218,297
                                         ==========   =========    =========   =======       ==========



The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.







                              LA-Z-BOY INCORPORATED
                        CONSOLIDATED STATEMENT OF INCOME
                  (Amounts in thousands, except per share data)

                                                  (Unaudited)
                                              FIRST QUARTER ENDED
                              ------------------------------------------------
                                                              Percent of Sales
                              July 29,   July 24,   % Over    ----------------
                                2000       1999     (Under)    2000      1999
                              --------   --------   -------   ------    ------

Sales                         $498,282   $321,659       55%   100.0%    100.0%
Cost of sales                  382,446    241,026       59%    76.8%     74.9%
                              --------   --------   -------   ------    ------
     Gross profit              115,836     80,633       44%    23.2%     25.1%

S, G & A                        91,256     58,976       55%    18.3%     18.4%
                              --------   --------   -------   ------    ------
     Operating profit           24,580     21,657       13%     4.9%      6.7%

Interest expense                 4,352      1,439      202%     0.9%      0.4%
Interest income                    453        596      -24%     0.1%      0.2%
Other income                       616        781      -21%     0.2%      0.2%
                              --------   --------   -------   ------    ------
     Pretax income              21,297     21,595       -1%     4.3%      6.7%

Income tax expense               8,294      8,302        0%    38.9% *   38.4% *

                              --------   --------   -------   ------   ------
     Net income                $13,003    $13,293       -2%     2.6%     4.1%
                              ========   ========   =======   ======   ======

  Basic EPS                      $0.21      $0.25      -16%

  Diluted average shares        61,280     52,627       16%

  Diluted EPS                    $0.21      $0.25      -16%

  Dividends paid per share       $0.08      $0.08        0%





*      As a percent of pretax income, not sales.


The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.




                              LA-Z-BOY INCORPORATED
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                             (Amounts in thousands)

                                                                (Unaudited)
                                                            First Quarter Ended
                                                            -------------------
                                                            July 29,   July 24,
                                                            2000        1999
                                                            --------   --------
Cash flows from operating activities
    Net income                                               $13,003    $13,293

    Adjustments to reconcile net income to
     net cash provided by operating activities
       Depreciation and amortization                          10,565      5,780
       Change in receivables                                  45,616     50,000
       Change in inventories                                 (20,168)   (11,614)
       Change in other assets and liabilities                (34,173)   (17,396)
       Change in deferred taxes                                3,406         21
                                                            --------   --------
           Total adjustments                                   5,246     26,791

                                                            --------   --------
            Cash provided by operating activities             18,249     40,084

Cash flows from investing activities
    Proceeds from disposals of assets                            186         67
    Capital expenditures                                      (7,395)   (13,568)
    Acquisition of operating division, net of cash
      acquired                                                   -      (58,316)
    Change in other investments                                3,148       (166)
                                                            --------   --------
            Cash used by investing activities                 (4,061)   (71,983)

Cash flows from financing activities
    Long term debt                                            62,000     57,000
    Retirements of debt                                      (58,760)    (2,704)
    Capital leases                                             1,027        -
    Capital lease principal payments                            (181)       (86)
    Stock for stock option plans                               1,788      2,171
    Stock for 401(k) employee plans                              632        687
    Purchase of La-Z-Boy stock                               (12,008)    (6,142)
    Payment of cash dividends                                 (4,906)    (4,185)
                                                            --------   --------
            Cash provided/(used) by financing activities     (10,408)    46,741

Effect of exchange rate changes on cash                         (108)      (288)

                                                            --------   --------
Net change in cash and equivalents                             3,672     14,554

Cash and equivalents at beginning of period                   14,353     33,550

                                                            --------   --------
Cash and equivalents at end of period                        $18,025    $48,104
                                                            ========   ========

Cash paid during period      -Income taxes                    $6,448     $2,289
                             -Interest                        $2,257       $486





The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.






                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Basis of Presentation
     The interim financial information is prepared in conformity with generally
     accepted accounting principles and such principles are applied on a basis
     consistent with those reflected in our 2000 Annual Report on Form 10-K,
     filed with the Securities and Exchange Commission. The financial
     information included in these financial statements, other than the
     consolidated balance sheet as of April 29, 2000, has been prepared by
     management without audit by independent certified public accountants. The
     interim financial information as of and for the interim periods ended July
     29, 2000 and July 24, 1999 have been prepared on a basis consistent with,
     but do not include all the disclosures contained in, the audited
     consolidated financial statements for the year ended April 29, 2000. The
     interim financial information includes all adjustments and accruals
     consisting only of normal recurring adjustments which are, in our opinion,
     necessary for a fair presentation of results for the respective interim
     period.

2.   Interim Results
     The foregoing interim results are not necessarily indicative of the results
     of operations for the full fiscal year ending April 28, 2001.

3.   Recent Acquisitions
     On January 29, 2000, we acquired LADD Furniture, Inc., then a publicly
     traded furniture manufacturer, in a stock-for-stock merger, at which time
     LADD became a wholly owned subsidiary of the Company. The holders of LADD
     stock received approximately 9.2 million shares of La-Z-Boy common stock in
     consideration for their LADD shares. In addition, LADD employee stock
     options then outstanding were replaced by about 1 million La-Z-Boy stock
     options. Total consideration, including acquisition costs, was about $190
     million. Annual sales for LADD's 1999 calendar year were over $600 million.
     Additional information about the LADD acquisition is contained in the Form
     S-4 registration statement that we filed with the SEC to register the stock
     issued to LADD shareholders as merger consideration.

     On December 28, 1999, we acquired all of the outstanding equity securities
     of the business now comprising Alexvale Furniture, Inc., a manufacturer of
     medium-priced upholstered furniture, for a combination of cash and La-Z-Boy
     common stock totaling about $17 million. Alexvale's calendar year 1999
     sales were about $60 million.

     We acquired Bauhaus USA, Inc., a manufacturer of upholstered furniture
     primarily marketed to department stores, on June 1, 1999 for approximately
     $59 million in cash. Bauhaus' annual calendar year 1999 sales were in
     excess of $100 million.

     The above acquisitions have been accounted for as purchases. The operations
     of the above companies were included in our financial statements following
     the acquisition dates.

     The following unaudited pro forma financial information presents combined
     results of operations of the above companies with us as if the acquisitions
     had occurred as of the beginning of fiscal 2000. The pro forma financial
     information gives effect to certain adjustments resulting from the
     acquisitions and related financing. The pro forma financial information
     does not necessarily reflect the results of operations that would have
     occurred had the separate operations of each company constituted a single
     entity during the periods presented.
                                            (Unaudited)
                                        First Quarter Ended
                                       -----------------------
                                        Actual       Pro forma
        (Amounts in thousands,         July 29,       July 24,
         except per share data)          2000           1999
        -----------------------        --------      ---------
        Net sales                      $498,282       $490,104
        Net income                      $13,003        $17,130
        Earnings per share                $0.21          $0.27


4.   Earnings per Share
     Basic earnings per share is computed using the weighted-average number of
     shares outstanding during the period. Diluted earnings per share uses the
     weighted-average number of shares outstanding during the period plus the
     additional common shares that would be outstanding if the dilutive
     potential common shares issuable under employee stock options were issued.

                                                  (Unaudited)
                                              First Quarter Ended
                                             ---------------------
                                             July 29,     July 24,
        (Amounts in thousands)                 2000         1999
        ----------------------               --------     --------
        Weighted  average common
          shares outstanding (basic)           61,077       52,286
        Effect of options                         203          341
                                             --------     --------
        Weighted average common
          shares outstanding (diluted)         61,280       52,627
                                             ========     ========




5.   Segment Information
     Our reportable operating segments are Residential upholstery, Residential
     casegoods, and Contract. Financial results of our operating segments are as
     follows:

                                              (Unaudited)
                                          First Quarter Ended
                                         ---------------------
                                         July 29,     July 24,
     (Amounts in thousands)                2000         1999
     ----------------------              --------     --------
     Net sales
       Residential upholstery            $311,699     $255,088
       Residential casegoods              134,928       50,253
       Contract                            51,655       16,318
                                         --------     --------
         Consolidated                    $498,282     $321,659
                                         ========     ========

     Operating profit
       Residential upholstery             $20,968      $18,592
       Residential casegoods                6,524        5,094
       Contract                             2,997           63
       Unallocated corporate
          costs & other                    (5,909)      (2,092)
                                         --------     --------
     Consolidated                         $24,580      $21,657
                                         ========     ========





ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION

Cautionary Statement Concerning Forward-Looking Statements

We are making forward-looking statements in this item. Generally,
forward-looking statements include information concerning possible or assumed
future actions, events or results of operations. More specifically,
forward-looking statements include the information in this item regarding:

         future income and margins                   future economic performance
         growth                                      industry trends
         adequacy and cost of financial resources    management plans

Forward-looking statements also include those preceded or followed by the words
"anticipates," "believes," "estimates," "hopes," "plans," " intends" and
"expects" or similar expressions. With respect to all forward-looking
statements, we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.

You should understand that many important factors, including future economic and
industry conditions (for example, changes in interest rates, changes in
demographics and consumer preferences, e-commerce developments, and changes in
the availability and cost of capital); competitive factors (such as the
competitiveness of foreign-made products, new manufacturing technologies, or
other actions taken by current or new competitors); operating factors (for
example, supply, labor, or distribution disruptions, changes in operating
conditions or costs, and changes in regulatory environment), and factors
relating to recent or future acquisitions, could affect our future results and
could cause those results or other outcomes to differ materially from those
expressed or implied in forward-looking statements.


LADD Effects

As a result of the LADD acquisition, most of our assets, liabilities and results
of operations for our first, second and third quarters of this fiscal year will
differ substantially from those in comparable prior periods.




Results of Operations

First Quarter Ended July 29, 2000 Compared to First Quarter Ended July 24, 1999

See page 4 for the consolidated statement of income with analysis of percentages
and calculations.  In addition, see page 7 for pro forma analysis and notes.



                                                     (Unaudited)
                                                  Segment Analysis
                                                 First Quarter Ended
                           ---------------------------------------------------------------
                                    Net Sales                        Operating Profit
                           ---------------------------         ---------------------------
                            FY01                                FY01
                            Over      Percent of Total          Over      Percent of Sales
                           (Under)    ----------------        (Under)     ----------------
                            FY00        FY01     FY00           FY00       FY01      FY00
                           -------    -------   ------         ------     ------    ------
                                                                    
Residential upholstery         22%        63%      79%            13%       6.7%      7.3%
Residential casegoods         169%        27%      16%            28%       4.8%     10.1%
Contract                      217%        10%       5%           N/M        5.8%      0.4%
Unallocated corporate
   costs & eliminations       N/A        N/A      N/A           (183%)     (1.2%)    (0.7%)
                           -------    -------   ------         ------     ------    ------
      Consolidated             55%       100%     100%            13%       4.9%      6.7%
                           =======    =======   ======         ======     ======    ======



First quarter sales were up 55% over the prior year's first quarter. However,
sales were up just 2% compared to last year's pro forma sales. Therefore, the
sales growth in all three of our operating segments and on a consolidated basis
that is shown in the table above in each case was due primarily to acquisitions.

Gross profit as a percent of sales decreased to 23.2% from 25.1% in last year's
first quarter. The primary reason for the drop was higher factory costs,
primarily labor and overhead, which were not absorbed as anticipated due to the
small 2% pro forma sales increase. During this period of time we did not lay off
employees since they will be needed for the expected cyclical second, third and
fourth quarters' higher sales. It is very difficult to hire and train skilled
factory furniture employees in the short run; especially given today's low
unemployment environment we are facing at most of our locations. A secondary
reason for the drop in gross margin was relatively lower gross margins of some
companies acquired during fiscal 2000.

Operating profit as a percent of sales decreased to 4.9% from 6.7% in last
year's first quarter which was a record first quarter. As we mentioned in our
2000 annual report, we expected our recent acquisitions would cause a
consolidated decline in margin this year, and we experienced some of this effect
during the first quarter. However, acquisitions were only a minor cause of the
margin drop this quarter. Residential upholstery's operating margin decreased to
6.7% from 7.3%, primarily due to the items mentioned in the above gross profit
paragraph. We were able to slightly reduce our selling, general and
administrative costs in the Residential upholstery segment to adjust for the
lower than expected sales volume. Residential casegoods' operating margin
decreased to 4.8% from 10.1%, primarily because one division had a higher than
normal profitability last year compared to a lower than normal quarter this
year. The casegoods segment was much smaller last year, which means that these
types of individual division effects are amplified when compared to the current
year where we have many more casegoods operating divisions due to our fiscal
2000 acquisitions. A secondary reason for the Residential casegoods operating
margin decline was the effect of these acquisitions. Contract operating margin
improved to 5.8% of sales from 0.4% last year due to acquiring LADD's American
of Martinsville division, which was more profitable than our Contract operations
of last year.

Interest expense as a percent of sales increased to 0.9% from 0.4% last year due
to an increased debt load as a result of the financing obtained in connection
with the acquisition of LADD.



Liquidity and Capital Resources

See pages 3 through 5 for our Consolidated Balance Sheet, Consolidated Statement
of Income, and Consolidated Statement of Cash Flows with analysis and
calculations.

Cash flows from operations amounted to $18 million in the first three months of
fiscal year 2001 compared to $40 million in the prior year. In the aggregate,
capital expenditures, dividends and stock repurchases totaled approximately $24
million during the three month period, which was about the same as in the first
three months of fiscal 2000. Cash and cash equivalents decreased by $30 million.

Our financial strength is reflected in two commonly used ratios, the current
ratio (current assets divided by current liabilities) and the debt-to-capital
ratio (total debt divided by shareholders' equity plus total debt plus net
deferred taxes). Total debt is defined as current portion of long-term debt plus
current portion of capital leases plus long-term debt plus capital leases. Our
current ratio was 3.3 to 1 at July 29, 2000, 2.9 to 1 at the end of fiscal 2000
and 3.4 to 1 at the end of last year's first quarter. At July 29, 2000, the debt
to capital ratio was 26.8%, compared to 26.5% at the end of fiscal 2000 and
23.3% at the end of last year's first quarter.

As of July 29, 2000, we had a line of credit availability of approximately $176
million under several credit agreements. On May 12, 2000, a new $300 million
unsecured revolving credit facility was entered into with a group of banks with
a performance based interest rate grid with pricing between LIBOR plus .475% to
LIBOR plus .80% based on our consolidated debt to capital ratio and utilization
under the agreement. The current pricing under the facility is LIBOR plus .550%.
This facility was used to retire the company's unsecured $150 million bridge
loan facility, which had been put in place to finance the acquisition of LADD,
and to also retire the company's $75 million unsecured revolving line of credit.

Capital expenditures during the three months ended July 29, 2000 were about $7
million.

As of July 29, 2000, approximately 2 million of the 12 million La-Z-Boy shares
authorized for purchase on the open market were still available for purchase by
the Company.



Outlook

Our pro forma sales growth is moderating. We believe the North American
furniture industry as a whole is slowing in growth due to macroeconomic factors
and that this slower pro forma growth will likely continue into our second
quarter.

As we mentioned in our 2000 annual report, we expect our operating profit margin
for the next two quarters to be lower than in the comparable quarters last year
due to our fiscal 2000 acquisitions. Even though LADD, our largest acquisition,
has improved its margins measurably over the last five years from an operating
loss condition, and we expect that 2001 will be better than 2000, LADD margins
are lower than the average margins that we have historically achieved.

We expect interest expense to remain substantially higher than in fiscal 2000
through the end of our third quarter.

We expect capital expenditures of approximately $45 million during fiscal 2001
down from the $55 million we estimated at May 31, 2000. This compares to $38
million in 2000. The large increase is primarily due to acquisitions. We have a
commitment to purchase about $5 million of equipment by the end of fiscal 2002.

We expect to continue to be in the open market purchasing our shares from time
to time as changes in our stock price and other factors present appropriate
opportunities.

We expect to meet our cash needs for capital expenditures, stock repurchases and
dividends during fiscal year 2001 from cash generated by operations and
borrowings under available lines of credit.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

No information is presented in response to this item because we have no material
market risk relating to derivative financial instruments, derivative commodity
instruments, or other financial instruments.




                           PART II - OTHER INFORMATION

ITEM 5. OTHER INFORMATION

The Annual Meeting of Shareholders of La-Z-Boy Incorporated was held on July 31,
2000. The shareholders elected three directors for three-year terms expiring in
2003.


                                 Shares Voted    Percent Shares      Shares
                                   In Favor         In Favor        Withheld
Election of Directors:            ----------        --------       ---------
Patrick H. Norton                 53,931,718           97%         1,810,589
Fredrick H. Jackson               53,958,681           97%         1,783,626
Helen O. Petrauskas               54,064,106           97%         1,678,198




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         (27)   Financial Data Schedule (EDGAR only)

(b)      Reports on Form 8-K

         A Form 8-K containing a press release about our expected first quarter
         financial results filed with the SEC on July 7, 2000.

         A Form 8-K concerning our fiscal year end financial results filed with
         the SEC on May 31, 2000.








                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                                 LA-Z-BOY INCORPORATED
                                                    (Registrant)


Date   August 9, 2000                            /s/James J. Korsnack
                                                 ------------------------
                                                 James J. Korsnack
                                                 Chief Accounting Officer

  


                     5
                                   1,000

                             
                   3-mos
                              APR-28-2001
                                   JUL-29-2000
                                         18,025
                                   0
                                  348,067
                                   0
                                    265,971
                               668,613
                                         226,810
                                 229,641
                                 1,192,668
                          205,130
                                        0
                          0
                                    0
                                       60,652
                                     600,769
                   1,192,668
                                        498,282
                               498,282
                                          382,446
                                  382,446
                               91,256
                               0
                             4,352
                                21,297
                                   8,294
                            13,003
                                 0
                                0
                                      0
                                   13,003
                                  0.21
                                  0.21