LA-Z-BOY INC
10-Q, 1998-08-04
HOUSEHOLD FURNITURE
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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 25, 1998 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 25, 1998
Common Shares, $1.00 par value                           17,747,753


                                Part 1. Financial Information

The Consolidated Balance Sheet and Consolidated Statement of Income required for
Part 1 are contained in the Registrant's Financial Information Release dated 
August 4, 1998 and are incorporated herein by reference.

          -------------------------------------------------------
<TABLE>
<CAPTION>

           LA-Z-BOY INCORPORATED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                      (Unaudited, dollar amounts in thousands)


                                                          Three Months Ended
                                                        ------------------------
                                                        July 25,      July 26,
                                                          1998          1997
                                                        ----------   -----------
     <S>                                                   <C>           <C> 
     Cash Flows from Operating Activities
        Net income                                         $7,184        $1,726

        Adjustments to reconcile net income to
         net cash provided by operating activities
           Depreciation and amortization                    5,417         4,873
           Change in receivables                           42,571        48,902
           Change in inventories                           (9,368)      (14,158)
           Change in other assets and liabilities          (9,809)      (15,223)
           Change in deferred taxes                            73             -

                                                        ----------   -----------
              Total adjustments                            28,884        24,394

                                                        ----------   -----------
               Cash Provided by Operating Activities       36,068        26,120

     Cash Flows from Investing Activities
        Proceeds from disposals of assets                     205           316
        Capital expenditures                               (4,105)       (5,568)
        Change in other investments                        (1,890)         (447)

                                                        ----------   -----------
               Cash Used for Investing Activities          (5,790)       (5,699)

     Cash Flows from Financing Activities
        Retirements of debt                                (3,091)       (1,925)
        Capital lease principal payments                     (442)         (527)
        Stock for stock option plans                        1,451         2,012
        Stock for 401(k) employee plans                       379           403
        Purchase of La-Z-Boy stock                         (7,603)       (2,424)
        Payment of cash dividends                          (3,743)       (3,768)

                                                        ----------   -----------
               Cash Used for Financing Activities         (13,049)       (6,229)

     Effect of exchange rate changes on cash                 (310)           36

                                                        ----------   -----------
     Net change in cash and equivalents                    16,919        14,228

     Cash and equivalents at begin. of period              28,700        25,382

                                                        ----------   -----------
     Cash and equivalents at end of period                $45,619       $39,610
                                                        ==========   ===========
                                                         
     Cash paid during period   -Income taxes                 $475        $1,441
                               -Interest                     $543          $839

<FN>

For purposes of the Statement of Cash Flows, the Company considers all highly 
liquid debt instruments purchased with a maturity of three months or less to be 
cash equivalents.

The accompanying Notes to Condensed Consolidated Financial Statements are an 
integral part of these statements.
</FN>
</TABLE>





                LA-Z-BOY INCORPORATED AND OPERATING DIVISIONS
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation
   The financial information is prepared in conformity with generally accepted
   accounting principles and such principles are applied on a basis consistent
   with those reflected in the 1998 Annual Report filed with the Securities and
   Exchange Commission.  The financial information included herein, other than 
   the consolidated balance sheet as of April 25, 1998, has been prepared by 
   management without audit by independent certified public accountants who do 
   not express an opinion thereon.  The consolidated balance sheet as of July 
   25, 1998 has been prepared on a basis consistent with, but does not include 
   all the disclosures contained in, the audited consolidated financial 
   statements for the year ended April 25, 1998.  The information furnished 
   includes all adjustments and accruals consisting only of normal recurring 
   accrual adjustments which are, in the opinion of management, necessary for a 
   fair presentation of results for the 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 24, 1999.

3. Forward-Looking Information
   Any forward-looking statements contained in this report represent
   management's current expectations based on present information and current
   assumptions.  These statements can be identified by the use of forward-
   looking terminology such as "believes", "expects", "may", "should", or 
   "anticipates".  Forward-looking statements are inherently subject to risks 
   and uncertainties.  Actual results could differ materially from those which 
   are anticipated or projected due to a number of factors.  These factors 
   include, but are not limited to, anticipated growth in sales; success of 
   product introductions; fluctuations of interest rates, changes in consumer   
   confidence/demand and other risks and factors identified from time to time in
   the Company's reports filed with the Securities Exchange Commission.

4. Commitments and Contingencies
   There has been no significant change from the prior fiscal year end audited
   financial statements.

5. Earnings per Share
   The Company adopted Statement of Financial Accounting Standards (SFAS) 
   No. 128, "Earnings per Share" in 1998.  The Statement requires both basic and
   diluted earnings per share to be presented.  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 were issued. 
   This includes employee stock options.  Prior period earnings per share 
   information has been restated to be in compliance with SFAS No. 128.



<TABLE>
<CAPTION>

                                       July 25,     July 26,
        (Amounts in thousands)           1998         1997 
        ----------------------         --------     -------- 
<S>                                     <C>          <C>
Weighted average common
   shares outstanding (Basic)           17,797       17,951
Effect of Options                          112           49
                                        ------       ------
Weighted average common
   shares outstanding (Diluted)         17,909       18,000
                                        ======       ======
</TABLE>



                 LA-Z-BOY INCORPORATED AND OPERATING DIVISIONS
                           MANAGEMENT DISCUSSION

La-Z-Boy's sales and profits historically have been weakest in the first quarter
of the fiscal year due to the Company's two-week vacation shutdown, which
coincides with the slowest sales period. Therefore, first quarter comparison to
the prior year's first quarter may not be indicative of trends that will
continue in the remaining quarters of the fiscal year.

Due to the cyclical nature of the Company's business, comparison of operations
between the most recently completed quarter and the immediate preceding quarter
would not be meaningful and could be misleading to the reader of these financial
statements.

For further Management Discussion, see attached Exhibit 99.(a)

The Company's strong financial position is reflected in the debt to capital
percentage of 15% and a current ratio of 3.8 to 1 at the end of the first
quarter.  At April 25, 1998, the debt to capital percentage was 16% and the
current ratio was 3.5 to 1.  At the end of the preceding year's first quarter,
the debt to capital percentage was 14% and the current ratio was 3.9 to 1.  As 
of July 25, 1998, there was $106 million of unused lines of credit available 
under several credit arrangements.

Approximately 23% of the 4 million shares of Company stock authorized for
purchase on the open market are still available for purchase by the Company. The
Company plans to be in the market for its shares as changes in its stock price
and other factors present appropriate opportunities.








                            PART II. OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders of La-Z-Boy Incorporated was held on July 27,
1998, for the purposes of electing three members to the board of directors as
well as considering and acting on a proposal to approve an increase in the
number of common shares authorized.  Proxies for the meeting were solicited
pursuant to Section 14(a) of the Securities and Exchange Act of 1934 and there
was no solicitation in opposition to Management's solicitations.  The
Shareholders elected all of the Management's nominees for directors as listed in
the proxy statement and approved the increase in the number of authorized
shares.  The distribution of shareholders' votes was as follows:

<TABLE>
<CAPTION>
                                         Shares Voted        Shares
Election of Directors:                     In Favor         Withheld
                                         ------------       --------
<S>                                       <C>                <C>    
Gene M. Hardy                             15,812,114         462,073
David K. Hehl                             15,784,975         489,212
Rocque E. Lipford                         14,683,246       1,590,941

<CAPTION>
Adoption of an Increase to the Amount of Authorized Common Shares:
<S>                                       <C>       
Shares Voted in Favor                     12,771,612
Shares Voted Against                       3,398,385
Abstentions                                  104,182
</TABLE>


Item 6.  Exhibits and Reports on Form 8-K
   (a)(27)  Financial Data Schedule (EDGAR only).

      (99)  News Releases and Financial Information Release: re Actual first 
            quarter results and Management Discussion dated August 4, 1998.


                                  SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused the Quarterly Report on Form 10-Q for the quarter
ended July 25, 1998 to be signed on its behalf by the undersigned thereunto duly
authorized.

                                        LA-Z-BOY INCORPORATED
                                            (Registrant)

                                   /s/Gene M. Hardy
Date   August 4, 1998              ------------------------------
                                   Gene M. Hardy
                                   Secretary and Treasurer
                                   (Principal Accounting Officer)




<TABLE> <S> <C>


<ARTICLE>                            5                                        
<MULTIPLIER>                     1,000
       
<S>                                <C>
<PERIOD-TYPE>                    3-mos
<FISCAL-YEAR-END>          APR-24-1999
<PERIOD-END>               JUL-25-1998
<CASH>                          45,619
<SECURITIES>                         0
<RECEIVABLES>                  196,128
<ALLOWANCES>                         0
<INVENTORY>                    101,272
<CURRENT-ASSETS>               364,928 
<PP&E>                         303,507
<DEPRECIATION>                 182,823 
<TOTAL-ASSETS>                 562,110
<CURRENT-LIABILITIES>           95,682
<BONDS>                              0 
                0
                          0
<COMMON>                        17,748 
<OTHER-SE>                     367,656
<TOTAL-LIABILITY-AND-EQUITY>   562,110
<SALES>                        268,880            
<TOTAL-REVENUES>               268,880                
<CGS>                          205,431                
<TOTAL-COSTS>                  205,431                
<OTHER-EXPENSES>                51,288               
<LOSS-PROVISION>                     0          
<INTEREST-EXPENSE>               1,187              
<INCOME-PRETAX>                 11,906               
<INCOME-TAX>                     4,722              
<INCOME-CONTINUING>              7,184              
<DISCONTINUED>                       0          
<EXTRAORDINARY>                      0          
<CHANGES>                            0          
<NET-INCOME>                     7,184              
<EPS-PRIMARY>                     0.40           
<EPS-DILUTED>                     0.40            
        


</TABLE>


                                 News Release
               LA-Z-BOY, INC. REPORTS STRONG FIRST QUARTER GAINS

NYSE & PCX:  LZB                       Contact:  Gene Hardy (734) 241-4306


MONROE, MI., August 4, 1998: La-Z-Boy Incorporated, one of the world's largest
producers of furniture, continued reaching record levels of quarterly sales and
profit.


Financial Details
For the first quarter of La-Z-Boy's 1999 fiscal year that ended 7/25/98, sales
reached $268.9 million, up 27% from last year's first quarter of $212.3 million.
Net income was up 316% to $7.2 million vs. $1.7 million. Diluted EPS (Earnings
Per Share) was up 300% to $0.40 vs. $0.10. (Last year's diluted EPS would have
been $0.20 without a one-time expense relating to Montgomery Ward's bankruptcy.)


President Comments
According to La-Z-Boy President and Chief Operating Officer, Gerald L. Kiser,
"Strong incoming orders during the spring of the year helped cause us to exceed
our internal sales and profit goals in the first quarter. We are on our way to
performing better than our publicly stated goal of annual sales growing at least
10% or greater than the industry rate. Based on our latest sales indicators, it
looks like August and September sales growth should continue to be strong;
although not as high on a percentage basis as in the first quarter."


Marketing
Retail furniture sales remained seasonally strong throughout the first quarter, 
helping drive record results.  Residential division dealers purchased a record 
number of company-produced four-color free-standing newspaper inserts.  
Newspaper insertions in support of Father's Day 1998 nearly doubled from 1997 
levels.  The ability for dealers to advertise the full range of La-Z-Boy 
products has been enhanced by the company's move to CD-ROM technology.

In October of this year, the Residential division and the Kincaid division 
will be introducing a joint collection of upholstered products and casegoods 
inspired by the works of renowned artist Thomas Kinkade, the "Painter of Light".
The Thomas Kinkade name and product lines are strong forces at retail and hold 
great appeal for women consumers in particular.  Previously, the Kincaid 
division has enjoyed success from its licensing venture with Ducks Unlimited.  
This is the first licensing agreement signed by the Residential division and the
first time the two divisions will have introduced products jointly.

The Business Furniture division launched the third issue of its "All Products 
Catalog" and initiated a new marketing partnership between La-Z-Boy Business 
Furniture and its distributors.  Key components of the program include direct 
mail brochures, newspaper advertisements, radio/television commercials and 
point-of-sale materials.


Dividend Increase and Stock Split
Both of the following items were previously announced on 7/27/98:  La-Z-Boy 
declared a 14% increase in dividends to $0.24 per share for shareholders of 
record August 21, 1998, payable September 10, 1998.  In addition La-Z-Boy plans 
to split its common stock 3 for 1 (two additional shares will be issued for each
share held) to holders of record at the close of business on August 21, 1998, 
with distribution to be made September 14, 1998.


More Information
La-Z-Boy Inc.'s first quarter 10-Q filing including an income statement, balance
sheet, cash flow statement and additional management discussion is available now
at the Company's internet site (lazboy.com/report/index.html).  This press 
release is just one part of La-Z-Boy Incorporated's disclosures and should be 
read in conjunction with all other 10-Q information.  About 48 hours after this 
release, this first quarter 10-Q information should be available on the SEC's 
internet site (sec.gov/cgi-bin/srch-edgar?la-z-boy).


<TABLE>
<CAPTION>

8/4/98                                                       Page 1 of 3

                  La-Z-Boy Incorporated Financial Information Release
                          CONSOLIDATED STATEMENT OF INCOME
                    (Amounts in thousands, except per share data)

                                 FIRST QUARTER ENDED (UNAUDITED)
                       ----------------------------------------------
                       July 25,  July 26,   % Over   Percent of Sales
                       ------------------
                         1998      1997     (Under)     1998    1997
                       --------  --------  --------   -------  ------

<S> .................       <C>       <C>       <C>   <C>       <C>
Sales ...............  $268,880  $212,326       27%    100.0%  100.0%
Cost of sales .......   205,431   164,184       25%     76.4%   77.3%
                       --------  --------  --------   -------   -----
     Gross profit ...    63,449    48,142       32%     23.6%   22.7%

S, G & A ............    51,288    45,357       13%     19.1%   21.4%

                       --------  --------  --------   -------   -----
     Operating profit    12,161     2,785      337%      4.5%    1.3%

Interest expense ....     1,187     1,024       16%      0.4%    0.5%
Interest income .....       577       482       20%      0.2%    0.2%
Other income ........       355       750      -53%      0.1%    0.4%

                       --------  --------  --------   -------   -----
     Pretax income ..    11,906     2,993      298%      4.4%    1.4%

Income tax expense ..     4,722     1,267      273%     39.7%*  42.3%*

                       --------  --------  --------   -------   -----
     Net income .....  $  7,184  $  1,726      316%      2.7%    0.8%
                       ========  ========  ========   =======   =====


  Basic EPS .........  $   0.40  $   0.10      300%

  Diluted EPS .......  $   0.40  $   0.10      300%

  Dividends per share  $   0.21  $   0.21        0%

<FN>
* As a percent of pretax income, not sales.
</FN>

</TABLE>





<TABLE>
<CAPTION>

8/4/98                                                                   Page 2 of 3

                          La-Z-Boy Incorporated Financial Information Release
                                      CONSOLIDATED BALANCE SHEET
                                        (Dollars in thousands)

                                              Unaudited                Increase           Audited
                                              ---------
                                         July 25,    July 26,         (Decrease)          Apr. 25,
                                                                      ----------
                                           1998        1997      Dollars      Percent        1998
                                        ---------   ---------   ---------    ---------  ---------

<S>                                      <C>         <C>          <C>              <C>    <C>
 Current assets
  Cash & equivalents .................  $  45,619   $  39,610   $   6,009          15%  $  28,700
  Receivables ........................    196,128     164,101      32,027          20%    238,260
  Inventories
    Raw materials ....................     45,706      40,455       5,251          13%     43,883
    Work-in-process ..................     42,639      35,880       6,759          19%     40,640
    Finished goods ...................     35,667      37,890      (2,223)         -6%     30,193

                                        ---------   ---------   ---------    ---------  ---------
      FIFO inventories ...............    124,012     114,225       9,787           9%    114,716
      Excess of FIFO over LIFO .......    (22,740)    (21,297)     (1,443)         -7%    (22,812)

                                        ---------   ---------   ---------    ---------  ---------
         Total inventories ...........    101,272      92,928       8,344           9%     91,904

  Deferred income taxes ..............     16,627      20,950      (4,323)        -21%     16,679
  Income taxes .......................       --          --           N/M         N/M         936
  Other current assets ...............      5,282       1,706       3,576         210%      6,549

                                        ---------   ---------   ---------    ---------  ---------
    Total current assets .............    364,928     319,295      45,633          14%    383,028

Property, plant & equipment ..........    120,685     115,610       5,075           4%    121,762

Goodwill .............................     48,533      40,187       8,346          21%     49,413

Other long-term assets ...............     27,964      34,583      (6,619)        -19%     26,148
                                                                                                     
                                        ---------   ---------   ---------    --------   ---------
      Total assets ...................  $ 562,110   $ 509,675   $  52,435          10%  $ 580,351
                                        =========   =========   =========    =========  =========



Current liabilities
  Current portion - l/t debt .........     $4,805   $   4,611   $     194           4%  $   4,822
  Current portion - capital leases ...      1,205       1,932        (727)        -38%      1,383
  Accounts payable ...................     35,613      29,959       5,654          19%     36,703
  Payroll/other comp .................     29,252      23,014       6,238          27%     39,617
  Income taxes .......................      1,613       5,105      (3,492)        -68%        --
  Other current liabilities ..........     23,194      17,017       6,177          36%     25,764
                                        ---------   ---------    ---------   ---------  ---------
    Total current liabilities ........     95,682      81,638      14,044          17%    108,289

Long-term debt .......................     63,360      50,524      12,836          25%     66,434

Capital leases .......................        555       1,760      (1,205)        -68%        819
                                                                                                    
Deferred income taxes ................      5,500       6,329        (829)        -13%      5,478

Other long-term liabilities ..........     11,609      10,143       1,466          14%     11,122

Commitments & contingencies ..........       --          --           N/M         N/M        --

Shareholders' equity
  Common shares, $1 par ..............     17,748      17,975        (227)         -1%     17,850
  Capital in excess of par ...........     29,964      28,318       1,646           6%     29,262
  Retained earnings ..................    339,214     313,893      25,321           8%    342,146
  Currency translation ...............     (1,522)       (905)       (617)        -68%     (1,049)

                                        ---------   ---------   ---------    ---------  ---------
    Total shareholders' equity .......    385,404     359,281      26,123           7%    388,209
                                        ---------   ---------   ---------    ---------  ---------
      Total liabilities and     
      shareholders' equity ...........  $ 562,110   $ 509,675   $  52,435          10%  $ 580,351
                                        =========   =========   =========    =========  =========
</TABLE>





8/4/98                                                         Page 3 of 3

             La-Z-Boy Incorporated Financial Information Release
                            Comments and Analysis


Overall:
Refer to today's press release for additional information.


Sales:
Sales in the first quarter of fiscal year 1999 were up 27% over the prior year's
quarter primarily due to a very strong month of May sales in the current year 
compared to much weaker than normal sales in May last year.  (Sales increases 
for the months of June and July compared to prior year comparable months were 
good but not nearly as strong as May.)  In addition, sales were bolstered by 
acquisitions of companies; a product mix which favored higher priced products 
and selling price increases of 0.5% - 1.5%.  Sales increases were not caused by
any new significant product line introductions or sales promotions.  That is, a 
"normal" amount of new styles, fabrics and promotional activity occurred in both
years' first quarter.


Gross profit margins:
Gross profit margins increased to 23.6% of sales from 22.7% in last year's first
quarter.  Margins were favorably affected by a significant growth in unit sales 
volume, which allowed fixed overhead costs to be absorbed more efficiently. 
Also, the absence of a build-up in manufacturing costs due to positioning
residential upholstery plants for the fall selling season and raw material parts
delivery disruptions (which were present in the prior year) favorably impacted 
gross profit margins.  Margins were unfavorably impacted by a product mix which 
favored lower margin products, higher inbound freight costs, higher indirect 
labor expenses, higher overtime costs and higher utility expenses.

As mentioned in the press release, anticipated strong sales growth in August and
September should favorably affect fixed costs - although with not as much of a 
percentage impact because unit growth isn't expected to be as high as in the 
first quarter.  Unfavorable gross margin impacts from product mix are expected 
to continue in the short term.  However; it is difficult to estimate whether the
other items that caused unfavorable margin impacts in the first quarter will 
continue, get worse or get better in the second quarter.


S,G & A:
First quarter S,G & A decreased to 19.1% of sales vs. 21.4% last year.  The 
largest cause was due to a decrease in bad debts expense.  The prior year had 
$3.1 million of expense relating to the Chapter 11 declaration of bankruptcy by 
Montgomery Ward Holding Corporation.  As expected, performance bonus related 
expenses increased due to higher sales & profits and Information Technology 
(I.T.) expenses increased mainly due to Year 2000 related projects and work on 
production tracking systems.  La-Z-Boy held many other S,G & A expenses at a 
growth rate much lower than the sales growth rate, thus somewhat offsetting the 
higher performance bonus and I.T. related increases.  Higher bonus and I.T. 
related expenses are expected to continue throughout the year.


Income tax expense:
Income tax expense as a percent of pretax income declined to 39.7% from 42.3% 
last year.  With the traditionally lower income in the first quarter of the 
year, rate fluctuations are common due to international and non-deductible 
amortization effects being amplified.






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