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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 29, 1995 - Commission File No. 1-9656
LA-Z-BOY CHAIR COMPANY
(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 N. Telegraph Road, Monroe, Michigan 48162
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number - Area Code (313) 242-1444
Securities registered pursuant to Section 12(b) of the Act:None
Securities registered pursuant to Section 12(g) of the Act:
COMMON SHARES, $1.00 Par Value
(Title of Class)
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. X
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
State the aggregate market value of the voting stock held by
nonaffiliates of the registrant as of June 23, 1995.
Common Shares, $1.00 Par Value - $493,546,702
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 June 23, 1995
Common Shares, $1.00 Par 18,450,344
Documents Incorporated By Reference:
Portions of the 1995 Annual Report to Shareholders for the year
ended April 29, 1995 are incorporated by reference into Parts I, II
and IV.
Portions of the Annual Proxy Statement filed with the Securities and
Exchange Commission on June 30, 1995 are incorporated by reference into
Part III.
PART I
Item 1. Business
The information required in Part I, Item 1, section (a) is
contained in the Registrant's 1995 Annual Report to Shareholders, in
the section headed England/Corsair and in Note 2 to the Registrant's
consolidated financial statements contained in the Annual Report, and
is incorporated herein by reference.
(b)-(c)(1)(i) Principal Products
The Registrant operates in the furniture industry and as such
does not have differing segments. "Residential" dealers are those who
resell to individuals for their home use. "Contract" seating and
casegood products are sold to commercial dealers. Additional
information regarding products and market share data is contained in
the Registrant's 1995 Annual Report on page 26 and is incorporated
herein by reference.
(c)(1)(ii) Status of New Products or Segments
There were not any major new products or segments during the
1995 fiscal year.
(c)(1)(iii) Raw Materials
The principal raw materials used by the Registrant in the
manufacture of its products are hardwoods for solid wood dining room
and bedroom furniture, casegoods, occasional tables and for the frame
components of seating units; plywood and chipwood for internal parts;
veneers for dining room furniture, wall units, and occasional tables;
water-based and liquid finishes (stains, sealants, lacquers) for
external wood; steel for the mechanisms; leather, cotton, wool,
synthetic and vinyl fabrics for covers; and polyester batting and
non-chlorofluorocarbonated polyurethane foam for cushioning. Steel and
wood products are generally purchased from a number of sources, usually
in the vicinity of the particular plant, and product-covering fabrics
and polyurethane are purchased from a substantial number of sources on
a mostly centralized basis. The Registrant fabricates many of the
parts in its products, largely because quality parts made to its exact
specifications are not obtainable at reasonable cost from outside
sources.
Raw materials costs historically have been about 37 percent of
sales in the upholstery operations and a somewhat higher percentage in
the casegoods operations. Purchased fabric (which includes leather) is
the largest single raw material cost representing about 42 percent of
total upholstery product material costs. Polyurethane (poly) foam for
cushions and padding and lumber are the next two largest types of
upholstery raw material costs. Both fabric and poly are highly
sensitive to changes in the price of oil. Price increases for raw
materials excluding lumber have kept pace with the inflation rate in
recent years and are expected to continue to do so. Lumber prices have
stabilized during the past year after two years of double digit price
increases.
Lumber, like most commodities, historically has had sharp changes
in prices over the short term and long term. The Registrant is
usually not as affected by these changes as much as many other
furniture manufacturers due to the large percentage of upholstered
goods manufactured that do not require as much lumber as casegoods.
Also, wood substitutes, (e.g. steel, plastic) can be used to some
degree in upholstered products.
(c)(1)(iv) Patents, Licenses and Franchises or Concessions
The Registrant has a number of patents on its reclining chair and
rocking chair mechanisms which it believes were important to the early
success of the Registrant and to its present competitive position. It
believes, however, that since it is so firmly established in the
industry, the loss of any single or small group of patents would not
materially or adversely affect the Registrant's business. The
Registrant has no material licenses, franchises or concessions.
(c)(1)(v) Seasonal Business
The Registrant generally experiences its lowest level of sales
during its first quarter. When possible, the scheduling of production
is designed to maintain generally uniform manufacturing activity
throughout the year, except for mid summer plant shutdowns to coincide
with slower sales.
(c)(1)(vi) Practices Regarding Working Capital Items
The Registrant does not carry significant amounts of upholstered
finished goods inventory to meet rapid delivery requirements of
customers or to assure itself of a continuous allotment of goods from
suppliers. Normal customer terms provide for one payment due within 45
days with a 1 percent discount within 30 days (one installment, 1
percent discount 30 net 45). Extended dating is often offered on sales
promotions.
Most casegoods finished goods inventories are built to provide
for quicker delivery requirements of customers without installment
credit terms, therefore, resulting in higher levels of finished product
on hand at any period in time than the upholstered products. Kincaid
and Hammary divisions primarily sell casegood products. Casegoods are
also sold through the Contract Division.
(c)(1)(vii) Customers
The Registrant distributes to over 12,000 locations. The
Registrant does not have any customer whose sales amount to 10 percent
or more of the Registrant's consolidated sales for fiscal year 1995.
The Registrant's approximate dealer mix consisted of 41 percent
proprietary, 14 percent to major dealers (Montgomery Ward and other
department stores) and 45 percent to general dealers.
Proprietary stores consist of stores dedicated to the sale of
La-Z-Boy products and in-store dedicated galleries. The dedicated
stores include La-Z-Boy Furniture Galleries stores and Showcase
Shoppes. In-store dedicated galleries have been established for each
of the Company's divisions.
(c)(1)(viii) Orders and Backlog
It has been determined that the majority of the Registrant's
Residential Division orders are for dealer stock, with approximately
35 percent of orders being requested directly by customers.
Furthermore, about 20 percent of units produced at all divisions are
built for the Registrant's inventory. The remainder are
"built-to-order" for dealers.
As of July 1, 1995, backlogs, including England/Corsair, were
approximately $67 million compared to approximately $73 million on
July 2, 1994 which excludes England/Corsair. This represents less
than six weeks of sales. On average, orders are shipped in
approximately five weeks. Any measure of backlog at a point in time
may not be indicative of future sales performance. The Registrant
does not rely on backlogs to predict future sales since the sales cycle
is only five weeks and backlog can change from week to week. The
decline in backlogs is felt to be due to the general slowing of the
furniture industry during the summer. The slowdown in business recently
has been more than normal and is believed to be an industry wide
occurrence.
The cancellation policy for La-Z-Boy Chair Company, in general,
is that an order cannot be cancelled after it has been selected for
production. Orders from prebuilt stock though, may be cancelled up to
the time of shipment.
(c)(1)(ix) Renegotiation Contracts
The Registrant does not have any material portion of business
which may be subject to renegotiation of profits or termination of
contracts or subcontracts at the election of the Government.
(c)(1)(x) Competitive Conditions
The Registrant believes that it ranks third in the U.S. in dollar
volume of sales within the Residential furniture industry, which
includes manufacturers of bedroom, dining room and living room
furniture.
The Registrant competes primarily by emphasis on quality of its
products, dealer support and a lifetime warranty on the reclining and
legrest mechanisms.
The Registrant has approximately fifteen major competitors in the
U.S. reclining or motion chair field and a substantially larger
number of competitors in the upholstery business as a whole and in the
casegoods and Contract businesses.
(c)(1)(xi) Research and Development Activities
The Registrant spent $7.9 million in fiscal 1995 for new product
development, existing product improvement, quality control,
improvement of current manufacturing operations and research into the
use of new materials in the construction of its products. The
Registrant spent $6.4 million in fiscal 1994 on such activities and
$6.2 million on such activities in fiscal 1993. The Registrant's
customers generally do not engage in research with respect to the
Registrant's products.
(c)(1)(xii) Compliance with Environmental Regulations
Information relating to Compliance with Environmental Regulations
(Note 11 of the Consolidated Financial Statements appearing in La-Z-Boy
Chair Company's Annual Report to Shareholders for 1995) is incorporated
herein by reference.
(c)(1)(xiii) Number of Employees
The Registrant and its subsidiaries employed 11,149 persons as
of April 29, 1995 and 9,370 persons as of April 30, 1994. The April
1995 total includes England/Corsair.
(d) Financial Information about Foreign and Domestic Operations and
Export Sales.
The Registrant does not make any material amount of sales of
upholstered furniture to foreign customers. The Registrant sells
upholstered furniture to Canadian customers through its Canadian
subsidiary, La-Z-Boy Canada Limited.
The Registrant also derives an insignificant amount of royalty
revenues from the sale and licensing of its trademarks, tradenames and
patents to certain foreign manufacturers.
Export sales are increasing, but no specific sales objectives
have been set at this time.
Item 2. Properties
In the United States, the Registrant operates twenty-eight
manufacturing plants (most with warehousing space), has an automated
fabric processing center and divisional and corporate offices. The
Registrant has one manufacturing plant in Canada. Some locations listed
below have more than one plant.
The location of these plants, the approximate floor space,
principal operations conducted and the approximate number of employees
at such locations as of April 29, 1995 are as follows:
Floor Space Number of
Location (square feet) Operations Conducted Employees
Monroe, 233,900 Corporate office, 494
Michigan Residential and
Contract division
offices and R & D
Newton, 628,707 Manufacture, assembly, 1,214
Mississippi leather cutting and
warehousing of
upholstery
Redlands, 189,125 Upholstering, assembly 279
California and warehousing of
upholstery
Florence, 416,249 Manufacture, assembly 485
South Carolina and warehousing of
upholstery
Florence, 48,400 Fabric processing 17
South Carolina center
Neosho, 560,640 Manufacture, assembly 1,092
Missouri and warehousing of
upholstery
Dayton, 909,320 Manufacture, assembly 1,832
Tennessee and warehousing of
upholstery
Siloam Springs, 399,616 Upholstering and 321
Arkansas assembly of upholstery
Tremonton, 672,770 Manufacture, assembly 842
Utah and warehousing of
upholstery
Leland, 311,990 Manufacture, assembly 391
Mississippi and warehousing of
Contract casegoods and
upholstery
Waterloo, 257,340 Manufacture, assembly, 461
Ontario and warehousing of
(La-Z-Boy Canada Ltd.) upholstery and division
office
Lincolnton, 375,823 Manufacture and 389
North Carolina assembly of upholstery
Grand Rapids, 440,000 Manufacture and 110
Michigan assembly of Contract
office furniture/systems
Lenoir area, 654,688 Manufacture, assembly & 522
North Carolina warehousing of primarily
(Hammary) casegoods and some
upholstered products
and division office
Hudson area, 1,040,745 Manufacture, assembly, 1,260
North Carolina and warehousing of
(Kincaid) casegoods and division
office
New Tazewell, 744,485 Manufacture, assembly 1,440
Tennessee and warehousing of
(England/Corsair) primarily upholstery
and division office
----------- ----------
7,883,798 11,149
=========== ==========
The Monroe, Michigan; Redlands, California; Dayton, Tennessee;
Waterloo, Ontario, Canada; Lincolnton, North Carolina; Grand Rapids,
Michigan; Lenoir, North Carolina; Hudson, North Carolina; most of the
New Tazewell, Tennessee and the Newton, Mississippi woodworking plants
are owned by the Registrant. The Florence, South Carolina; Neosho,
Missouri; Newton, Mississippi; Siloam Springs, Arkansas and Tremonton,
Utah plants as well as the automated Fabric Processing Center were
financed by the issuance of industrial revenue bonds and are occupied
under long-term leases with government authorities. The Leland,
Mississippi plant is under a long-term lease between the Board of
Supervisors of Washington County, Mississippi (lessor) and La-Z-Boy
Chair Company (lessee). These leases are capitalized on the
Registrant's books.
The Registrant believes that its plants are well maintained, in
good operating condition and will be adequate to meet its present and
near future business requirements.
The average age of the Registrants' properties is 22 years.
Land improvements, buildings and building fixtures, machinery and
equipment, information systems and other property, plant and equipment
are depreciated using primarily accelerated methods over the estimated
useful lives of the assets as follows:
Years
----------
Land Improvements 20
Buildings and building fixtures 15 to 30
Machinery and equipment 10
Information systems 5
Other 3 to 5
Item 3. Legal Proceedings
Information relating to certain legal proceedings (Note 11 of the
Consolidated Financial Statements appearing in La-Z-Boy Chair Company's
Annual Report to Shareholders for 1995) is incorporated herein by
reference.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
PART II
The information required in Part II (Items 5 through 8) is
contained in La-Z-Boy Chair Company's Annual Report to Shareholders for
1995, Exibit 13 from the Financial Report through the Unaudited
Quarterly Financial Information, and is incorporated herein by
reference.
Item 9. Changes in and disagreements with accountants on Accounting and
Financial Disclosure
Not applicable.
PART III
The information required in Part III (Items 10 through 13) is
contained in the Registrant's proxy statement dated June 30, 1995 from
the Stock Ownership of Certain Beneficial Owners section through the
Performance Comparison section and also the Compensation Committee
Interlocks and Insider Participation section and is incorporated herein
by reference.
PART IV
Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K
Listed below are all the documents filed as part of this report:
(a) Index to Financial Statements
(1) Financial Statements:
Page in Exhibit I
Report of Independent Accountants on Financial
Statement Schedule............................S-2
(2) Financial Statement Schedule:
II Valuation and Qualifying Accounts.....................S-3
All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes
thereto.
(3) Exhibits
(3)(a) Articles of Incorporation filed on Form 10-K dated July
20, 1993 (Commission File No. 1-9656) is incorporated
herein by reference.
(b) By-laws filed on Form 10-K dated July 20, 1993
(Commission File No. 1-9656) is incorporated herein by
reference.
(4) Form of certificate for Common Stock $1.00 par value
(filed as an exhibit to registrant's Form S-8 Registration
Statement (Commission File No. 33-50318) and incorporated
herein by reference).
Instruments defining the rights of holders of long-term debt are not
filed herewith, pursuant to paragraph (4)(iii) of Regulation S-K Item
601. The Registrant will furnish all such documents to the Securities
and Exchange Commission upon its request.
* (10)(a) La-Z-Boy Chair Company 1993 Performance-Based Stock plan
(filed as Exhibit A to registrant's proxy statement
dated June 25, 1993 (Commission File No. 1-9656) and
incorporated herein by reference).
* (b) La-Z-Boy Chair Company Restricted Stock Plan for
Non-Employee Directors (filed as Exhibit B to registrant's
proxy statement dated July 6, 1989 (Commission File No.
1-9656) and incorporated herein by reference).
* (c) La-Z-Boy Chair Company Executive Incentive Compensation
Plan Description (filed as an exhibit to registrant's
Current Report on Form 8-K dated February 6, 1995
(Commission File No. 1-9656) and incorporated herein by
reference).
* (d) La-Z-Boy Chair Company Supplemental Executive Retirement
Plan dated May 1, 1991 (filed as an exhibit to
registrant's Current Report on Form 8-K dated February 6,
1995 (Commission File No. 1-9656) and incorporated herein
by reference).
* (e) La-Z-Boy Chair Company 1986 Restricted Share Plan (filed
as an exhibit to registrant's proxy statement dated
June 26, 1986 (Commission File No. 1-9656) and incorporated
herein by reference).
* (f) La-Z-Boy Chair Company Amended and Restated 1989
Restricted Share Plan (filed as Exhibit A to registrant's
proxy statement dated July 6, 1989 (Commission File No.
1-9656) and incorporated herein by reference).
* (g) La-Z-Boy Chair Company 1986 Incentive Stock Option Plan
(filed as Exhibit B to registrant's proxy statement
dated June 26, 1986 (Commission File No. 1-9656) and
incorporated herein by reference).
* (h) Form of Change in Control Agreement, accompanied by list
of employees party thereto (filed as an exhibit to
registrant's Current Report on Form 8-K dated February 6,
1995 (Commission File No. 1-9656) and incorporated herein
by reference).
* (i) Form of Idemnification Agreement and list of Registrant's
directors who are parties thereto (filed as an exhibit to
Form 8, Amendment No. 1 dated November 3, 1989
(Commission File No. 1-9656) and incorporated herein by
reference).
(j) Agreement and Plan of Merger with Kincaid Furniture
Company, Incorporated (filed as Exhibit (c) to
registrant's Schedule 14D-1 dated December 18, 1987
(Commission File No. S-36021) and incorporated herein by
reference).
(k) La-Z-Boy Chair Company 1979 Key Employee Stock Option Plan
(filed as an exhibit to Form S-8 Registration Statement
effective February 15, 1980 (Commission File No.
2-66510) and incorporated herein by reference).
(l) Amended and Restated Reorganization Agreement with
England/Corsair, Inc. (filed as Annex A to registrant's
Form S-4 dated April 7, 1995 (Commission File No.
33-57623) and incorporated herein by reference).
(13) 1995 Annual Report to Shareholders (With the exception of
the information incorporated in Part I and II, this
document is not deemed to be filed as part of the report
on Form 10-K).
(21) List of subsidiaries of La-Z-Boy Chair Company (filed
herewith).
(23) Consent of Price Waterhouse LLP (filed herewith).
(27) Financial Data Schedule (Edgar only)
* Indicates a contract or benefit plan under which one or more
executive officers or directors may receive benefits.
(b) Reports on Form 8-K
Form 8-K filed February 6, 1995 (Commission File No. 1-9656)
solely for the purpose of filing certain exhibits. No financial
statements included.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 CHAIR COMPANY
BY s\ C. T. Knabusch July 25, 1995
-----------------
C. T. Knabusch
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
s\ E. J. Shoemaker Executive Vice President of July 25, 1995
- ------------------ Engineering, Director and Vice
E. J. Shoemaker Chairman of the Board
s\ C. T. Knabusch Chairman of the Board, President July 25, 1995
- ------------------ and Chief Executive Officer
C. T. Knabusch
s\ G. M. Hardy Secretary and Treasurer, Principal July 25, 1995
- ------------------ Accounting Officer and Director
G. M. Hardy
s\ F. H. Jackson Vice President Finance, Principal July 25, 1995
- ------------------ Financial Officer and Director
F. H. Jackson
s\ P. H. Norton Senior Vice President Sales and July 25, 1995
- ------------------ Marketing and Director
P. H. Norton
Director July 25, 1995
- ------------------
L. G. Stevens
s\ J. F. Weaver Director July 25, 1995
- ------------------
J. F. Weaver
s\ D. K. Hehl Director July 25, 1995
- ------------------
D. K. Hehl
s\ R. E. Lipford Director July 25, 1995
- ------------------
R. E. Lipford
s\ W. W. Gruber Director July 25, 1995
- ------------------
W. W. Gruber
s\ J. W. Johnston Director, Mr. Johnston is the July 25, 1995
- ------------------ son-in-law of E. J. Shoemaker
J. W. Johnston
ANNUAL REPORT ON FORM 10-K
ITEM 14(a) and ITEM 14(d)
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
YEARS ENDED APRIL 29, 1995, APRIL 30, 1994, AND APRIL 24, 1993
LA-Z-BOY CHAIR COMPANY
MONROE, MICHIGAN
INDEX TO FINANCIAL STATEMENTS
The financial statements, together with the report thereon of
Price Waterhouse LLP dated June 1, 1995 appearing on pages 17 through 31
of the accompanying 1995 Annual Report to Shareholders are incorporated
by reference in this Form 10-K Annual Report. With the exception of
the aforementioned information, and the information incorporated in
Part II, the 1995 Annual Report to Shareholders is not to be deemed
filed as part of this report. The following financial statement
schedule should be read in conjunction with the financial statements in
such 1995 Annual Report to Shareholders. Financial statement schedules
not included in this Form 10-K Annual Report have been omitted because
they are not applicable or the required information is shown in the
financial statements or notes thereto.
FINANCIAL STATEMENT SCHEDULE
1995, 1994, AND 1993
Report of Independent Accountants on Financial
Statement Schedule
Schedule II Valuation and Qualifying Accounts
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors of
La-Z-Boy Chair Company
Our audits of the consolidated financial statements referred to in our
report dated June 1, 1995 appearing on Page 17 of the 1995 Annual
Report to Shareholders of La-Z-Boy Chair Company (which report and
consolidated financial statements are incorporated by reference in this
Annual Report on Form 10-K) also included an audit of the Financial
Statement Schedule listed in Item 14(a) of this Form 10-K. In our
opinion, this Financial Statement Schedule presents fairly, in all
material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.
PRICE WATERHOUSE LLP
Toledo, Ohio
June 1, 1995
LA-Z-BOY CHAIR COMPANY AND SUBSIDIARIES SCHEDULE II VALUATION
AND QUALIFYING ACCOUNTS
(Dollars in thousands)
Trade
Additions accounts
charged receivable
Balance at to costs Acquisition "written off" Balance
beginning and of operating net of at end of
Description of period expenses division recoveries period
YEAR ENDED
April 29,1995:
Allowance for
doubtful accounts
& long-term notes $14,795 $5,847 $92 $2,997 $17,737
Accrued Warranties $6,650 $1,350 $450 $8,450
YEAR ENDED
April 30, 1994:
Allowance for
doubtful accounts
& long-term notes $11,670 $7,578 $4,453 $14,795
Accrued Warranties $6,250 $400 $6,650
YEAR ENDED
April 24, 1993:
Allowance for
doubtful accounts
& long-term notes $7,217 $7,891 $3,438 $11,670
Accrued Warranties $5,950 $300 $6,250