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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 28, 1996
COMMISSION FILE NUMBER 0-11577
LADD FURNITURE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
North Carolina 56-1311320
(STATE OR OTHER JURISDICTION OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
One Plaza Center, Box HP-3, High Point, North Carolina 27261-1500
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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Registrant's telephone number, including area code: 910-889-0333
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock -- $.30 par value
(TITLE OF CLASS)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No
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]
Market value of 6,337,385 shares held by nonaffiliates as of March 6, 1997,
was $99,021,640.
Indicate the number of shares outstanding of each of the registrant's
classes of Common Stock, as of the latest practicable date.
7,719,567 shares outstanding as of March 6, 1997
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for the 1997 Annual Shareholders
Meeting are incorporated by reference into Part III hereof.
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PART I
ITEM 1. BUSINESS
GENERAL
LADD Furniture, Inc., incorporated in 1981 under the laws of the State of
North Carolina, is a leading residential furniture manufacturer which sells its
products through diverse retail distribution channels, as well as to the
hospitality and health care industries. The Company produces a wide range of
furniture designed to appeal to a spectrum of customers seeking quality, style,
and value. The Company markets its wide range of residential wood and
upholstered furniture domestically under the major brand names American Drew,
Barclay, Clayton Marcus, Lea, Pennsylvania House and Pilliod, and exports these
same brand name products worldwide through LADD International. Under the
American of Martinsville brand name, LADD is also one of the world's leading
suppliers of guest room furniture to the hotel/motel industry, as well as to
health care facilities, retirement homes and governmental and university
dormitory markets. Based upon industry data published in the trade publication
FURNITURE DESIGN AND MANUFACTURING, LADD is currently the seventh largest U.S.
manufacturer of residential furniture. Unless the context otherwise indicates,
"LADD" and "Company" refer to LADD Furniture, Inc., its divisions, and
consolidated subsidiaries. The executive offices of LADD are located in High
Point, North Carolina.
INDUSTRY SEGMENTS
In accordance with the instructions for this item, LADD is deemed to have
been engaged in only one business segment, manufacture and sale of furniture,
for the three years ended December 28, 1996.
SIGNIFICANT DEVELOPMENTS IN 1996
COMPLETION OF REFINANCING -- On July 12, 1996, the Company completed a new
$190 million secured financing facility underwritten by a bank group led by
NationsBank, N.A. (South). The credit facility originally consisted of a $125
million three-year revolving credit facility and a $65 million term loan and is
secured by a first priority lien on substantially all of the assets of the
Company and its subsidiaries. The credit facility was used to refinance the
Company's existing credit facility and provide additional liquidity. On January
1, 1997, the Company reduced the availability of the revolving credit portion of
the facility to $110 million.
LADD'S BUSINESS GROUPS
The Company has three primary operating groups: (i) residential casegoods,
consisting primarily of bedroom, dining room and living room furniture, wall
units and occasional tables, (ii) residential upholstery, consisting primarily
of sofas, love seats, recliners and chairs, and (iii) contract sales, consisting
of casegoods and upholstery sold to the hospitality and health care industries,
the U.S. government and educational institutions (collectively, contract sales).
The Company distributes its casegoods and upholstery products directly and
through approximately 300 independent sales representatives to more than 8,000
customers, including leading department stores, furniture retailers, mass
merchandisers, catalog merchandisers, major hotel chains, and various specialty
stores and retail companies. The Company also sold its furniture in 1996
internationally to customers in over 50 countries.
CASEGOODS GROUP
American Drew manufactures and sells medium-priced wood residential
furniture. The products include various types of bedroom furniture (beds,
dressers, nightstands, mirrors, armoires, and dressing tables), dining room
furniture (tables, chairs, buffets, chinas, and serving pieces), living room and
family room occasional pieces (desks, end tables, coffee tables, entertainment
units, wall units, and secretaries), and computer furniture for the home (desks,
files and bookshelves). American Drew products are manufactured in three plants
located in North Wilkesboro, NC and are sold primarily to major independent
furniture retailers, department stores, and regional furniture chains.
Lea Industries manufactures and sells wood furniture for the youth and
adult bedroom markets. Lea Industries' products include beds, dressers,
nightstands, mirrors, desks, bookshelves, hutches, armoires, and correlated
modular furniture in a variety of styles, including traditional, transitional
and contemporary. The products are priced in the medium to low-medium price
ranges and are considered high volume, promotional products to major furniture
retailers. The products are marketed under the "Lea" brand name primarily to
national and regional furniture chains, independent furniture retailers,
national general retailers and department stores. Lea Industries' products are
manufactured in four plants located in Waynesville, NC, Marion, VA, and
Morristown, TN.
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Pennsylvania House manufactures solid wood residential furniture in
American traditional, country and transitional styles. The Pennsylvania House
product line is priced in the upper-medium price range. Pennsylvania House
created and introduced the in-store gallery concept to the furniture retailing
industry in 1975, and currently has established galleries with approximately 220
independent furniture retailers in the United States, Japan and Mexico. In 1996,
the distribution of Pennsylvania House products was expanded to include
furniture retailers without galleries. Pennsylvania House - Casegoods operates
two manufacturing plants located in Lewisburg and White Deer, PA.
Pilliod Furniture manufactures and markets a wide range of
promotionally-priced contemporary and traditional wood residential furniture,
including master bedroom products, occasional tables, home office products,
entertainment centers, wall systems, and casual dining room products. Pilliod
Furniture's products are marketed under the "Pilliod" and "Symmetry" brand
names. The Company's products are sold throughout the United States through
large volume customers, mainly large furniture chains and outlets. Pilliod
Furniture operates three manufacturing facilities in Nichols, SC, Selma, AL, and
Swanton, OH.
UPHOLSTERY GROUP
Barclay Furniture manufactures and sells moderately-priced upholstered
residential furniture, including sofas, love seats, chairs, sleepers, and motion
furniture styled in contemporary and traditional patterns. The products are
considered high volume, promotional items and are sold under the Barclay
Furniture name and various private label names. Barclay sells its products
primarily to retail furniture chains, department stores, membership clubs,
rent-to-own stores, catalog retailers, and national general merchandisers.
Barclay operates two manufacturing plants located in Sherman and Myrtle, MS.
Clayton-Marcus manufactures and sells a full line of upholstered household
furniture, including sofas, love seats, chairs, sleepers, rockers, and other
upholstered living room furniture, which sells in the medium and upper-medium
price ranges. The products are marketed under the "Clayton-Marcus",
"HickoryMark", "American of Martinsville", and "Clayton House" brand names
primarily to retail furniture chains, independent furniture retailers and
department stores. Clayton-Marcus currently has established galleries with
approximately 150 independent furniture stores in the United States, Canada, and
Mexico. Clayton-Marcus operates three manufacturing plants in Hickory, NC.
Pennsylvania House also manufactures a full line of upholstered residential
furniture which sells in the upper-medium price range. Pennsylvania House -
Upholstery operates one leased manufacturing plant located in Monroe, NC.
CONTRACT SALES
American of Martinsville manufactures wood and upholstered residential
furniture which is marketed worldwide to the guest room (hotel/motel) industry
through LADD Contract Sales Corporation. The Contract Sales Group also sells to
the health care furniture market for retirement homes and extended care
facilities, certain agencies of the U.S. government, and university and college
markets. American of Martinsville operates two manufacturing plants located in
Chilhowie and Martinsville, VA and utilizes other LADD manufacturing facilities
to meet capacity constraints.
OTHER
LADD Transportation, Inc. operates a modern fleet of over-the-road tractors
and trailers that are used to provide transportation services to LADD's
casegoods companies to meet the special needs of LADD's customers. LADD
Transportation, together with fleets operated by LADD's Upholstery Group,
provides approximately 30% of LADD's out-bound shipping requirements for
finished products and also hauls a portion of the Company's in-bound raw
materials and supplies. LADD Transportation has received certain contract
carrier rights from the Interstate Commerce Commission and markets its
transportation services to independent customers.
MARKETING AND MAJOR CUSTOMERS
The Company's operating entities generally market under their own trade
names. The general marketing practice followed in the furniture industry and by
the Company is to exhibit products at national and regional furniture markets.
Internationally, the Company markets its products primarily through LADD
International, a corporate marketing unit formed to coordinate the worldwide
marketing efforts of LADD's operating companies.
The Company also sells its furniture products directly and through
approximately 300 independent sales representatives to a broad variety of
customers, including department stores, furniture retailers, mass merchandisers,
catalog merchandisers, major hotel chains, and various specialty stores and
rental companies. The Company currently sells to more than 8,000
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furniture customers. No single customer accounted for more than 8% of net sales
in 1996. The Company's business is not dependent upon a single customer, the
loss of which would have a material effect on the Company.
PRODUCT DESIGN AND DEVELOPMENT
Each operating entity develops and manages its own product lines. New
product groups are introduced at the national or regional furniture markets,
and, based upon their acceptance at the markets, the products are either placed
into production or withdrawn from the market. Consistent with industry practice,
the Company designs and develops new product groups each year, replacing
collections or items that are discontinued.
RAW MATERIALS
The most important raw materials used by the Company are hardwood lumber,
veneers, upholstery fabrics, leather, plywood, particleboard, hardware,
finishing materials, glass, steel, steel springs, and high pressure laminates.
The wood species include cherry, oak, maple, white pine, poplar, and other
American species, and imports such as rubberwood, guatambue and mahogany. The
Company believes that its sources of supply for these materials are adequate and
that it is not dependent on any one supplier.
The Company's plants are heated by furnaces using gas, fuel oil, wood
waste, and other scrap material as energy sources. The furnaces located at
casegoods manufacturing plants have been adapted so that they use alternate
energy sources, and the Company has been able to fuel these furnaces principally
by wood wastes. The Company's plants use electrical energy purchased from local
utilities. The Company has not experienced a shortage of energy sources and
believes that adequate energy supplies will be available for the foreseeable
future.
PATENTS AND TRADE NAMES
The trade names of the Company's divisions and subsidiaries represent many
years of continued business, and the Company believes such names are well
recognized and associated with quality in the industry. The Company owns
intellectual properties which are considered to be important to the business and
which do not have a limited duration.
INVENTORY PRACTICES, ORDER BACKLOG AND CREDIT PRACTICES
The Company generally schedules production of its various groups based upon
orders on hand. Manufacturing efficiencies and investment in inventories are,
therefore, directly related to the current volume of orders. The Company, and
the industry generally, honors cancellation of orders made prior to shipment.
The Company's backlog of unshipped orders believed to be firm at 1996 fiscal
year end was approximately $75.1 million, as compared to $83.1 million at 1995
fiscal year end. Generally, orders in the backlog are shipped during the
following 12 months. The Company's businesses as a whole are not subject to
significant seasonal variations.
COMPETITION
The residential furniture market is highly competitive and includes a large
number of manufacturers, none of which dominate the market. Industry estimates
indicate that there are over 800 manufacturers of residential furniture in the
United States, some of which include furniture types not manufactured by the
Company. Competition within the market for wood, upholstered and metal furniture
occurs principally in the areas of style or design, quality, price, and service.
In recent years, foreign imports of finished furniture and component parts
have increased. Although some of the imported products compete with products
manufactured and marketed by the Company, its Pilliod Furniture subsidiary is
the only operation to have experienced any significant negative impact. Where
appropriate, the Company has capitalized upon the cost advantages of importing
selected component parts and a limited number of finished products but is not
dependent upon any foreign sources. In 1996, the Company imported approximately
$16.4 million of finished furniture and unfinished furniture parts.
The Company has no facilities located outside the continental United
States.
GOVERNMENTAL REGULATIONS
The Company is subject to a wide-range of Federal, state and local laws and
regulations relating to protection of the environment, worker health and safety
and the emission, discharge, storage, treatment and disposal of hazardous
materials. These laws include the Clean Air Act, the Resource Conservation and
Recovery Act, the Federal Water Pollution Control Act
4
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and the Comprehensive Environmental, Response, Compensation and Liability Act.
Certain of the Company's operations use glues and coating materials that contain
chemicals that are considered hazardous under various environmental laws.
Accordingly, management closely monitors the Company's environmental performance
at all of its facilities. Management believes that the Company is in substantial
compliance with all environmental laws.
Under the provisions of the Clean Air Act, in December 1995, the
Environmental Protection Agency (the "EPA") promulgated air emission standards
for the wood furniture industry. These regulations, known as National Emission
Standards for Hazardous Air Pollutants ("NESHAPs"), govern the levels of
emission of certain designated chemicals into the air and will require that the
Company reduce emissions of certain volatile hazardous air pollutants ("VHAPs")
by November 1997. Management has investigated and evaluated techniques to meet
these standards at all facilities to which the NESHAPs standards will apply.
While the Company may be required to make capital investments at some of its
facilities to ensure compliance, the Company believes that it will meet all
applicable requirements in a timely fashion and that the amount of money
required to meet the NESHAP requirements will not materially affect its
financial condition or its results of operations.
See "Legal Proceedings" regarding the status of environmental proceedings
in which the Company is involved.
EMPLOYEES
The Company had approximately 5,900 employees as of March 1, 1997.
Substantially all of the employees were employed on a full-time basis.
Employees at four Company plants are represented by various labor unions.
The Company considers its relations with its employees to be good.
EXPORT SALES
In 1996, the Company's export sales decreased to $28.4 million
(approximately 5.7% of 1996 net sales), from $37.5 million in 1995
(approximately 6.3% of 1995 net sales). The Company's export sales in 1994 were
$33.8 million, or approximately 5.7% of 1994 net sales. Excluding the operating
companies divested in 1995 and 1996, export sales were 5.7% of net sales in each
year. None of the Company's assets are dedicated solely to export sales.
5
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ITEM 2. PROPERTIES
The following table summarizes the real estate, both owned and leased, used
in the primary business operations of the Company as of March 21, 1997.
LADD FACILITIES
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APPROX. OWNED LEASE
FACILITY SIZE OR EXPIRATION
OPERATING GROUP LOCATION USE (SQUARE FEET) LEASED DATE
<S> <C> <C> <C> <C> <C>
Casegoods........................ N. Wilkesboro, NC Manufacturing 409,000 Owned
N. Wilkesboro, NC Manufacturing 414,000 Owned
N. Wilkesboro, NC Manufacturing 122,500 Owned
N. Wilkesboro, NC Warehouse/Office 109,500 Owned
Morristown, TN Warehouse 108,000 Leased 10/31/97
Morristown, TN Manufacturing 286,380 Owned
Morristown, TN Manufacturing/Office 139,200 Owned
Morristown, TN Distribution 160,000 Leased 4/01/99
Morristown, TN Distribution 97,500 Leased 10/31/98
Waynesville, NC Manufacturing/Office 447,400 Owned
Marion, VA Manufacturing/Office 204,900 Owned
Lewisburg, PA Manufacturing/Office/Dist. 614,100 Owned
White Deer, PA Manufacturing/Dist. 128,000 Owned
Selma, AL Manufacturing 310,000 Owned
Nichols, SC Manufacturing 350,000 Owned
Swanton, OH Manufacturing 290,000 Owned
Mullins, SC Warehouse 20,000 Leased mo-to-mo
High Point, NC Office 11,100 Leased 4/30/98
Upholstery....................... Sherman, MS Manufacturing/Office 302,650 Owned
Myrtle, MS Manufacturing 152,600 Owned
Hickory, NC Manufacturing/Office/Dist. 359,600 Owned
Hickory, NC Manufacturing 121,800 Owned
Hickory, NC Manufacturing 152,900 Owned
Monroe, NC Manufacturing 258,000 Leased 3/31/04
Contract Sales................... Chilhowie, VA Manufacturing/Office 530,000 Owned
Martinsville, VA Manufacturing 850,000 Owned
Martinsville, VA Office 50,000 Leased 5/31/97
Martinsville, VA Warehouse 135,000 Leased 9/30/97
Corporate........................ High Point, NC Office 38,000 Leased 11/30/97
</TABLE>
The Company believes that its manufacturing, warehouse and office space is
well maintained for its intended purposes and adequately insured. Although the
closure of any particular Company facility may be disruptive to that particular
operating entity's business, it would not be materially adverse to the Company's
operations.
The Company normally operates all of its furniture manufacturing facilities
on a one shift per day, five-day week basis. Increasingly, certain departments
and facilities are operated on a multi-shift basis.
The Company also currently maintains showrooms, the majority of which are
leased, in High Point, NC, Sherman and Tupelo, MS, and Martinsville, VA.
The Company owns and leases substantial quantities of woodworking, sewing
and metalworking equipment located in its various plants. The Company considers
its present equipment to be adequate, well-maintained, generally modern, and
adequately insured.
The Company currently owns and leases approximately 120 tractors and 270
trailers.
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ITEM 3. LEGAL PROCEEDINGS
The Company is involved in routine litigation from time to time in the
regular course of its business. In the opinion of the Company, there are no
material legal proceedings pending or known to be contemplated to which the
Company is a party or of which any of its property is subject.
The Company presently is involved in the following environmental
proceedings:
1. The California manufacturing facility of Brown Jordan Company
("Brown Jordan"), a former subsidiary of the Company, is located in El
Monte, California in the San Gabriel Valley Groundwater Basin. The Basin
has been designated by the United States Environmental Protection Agency
("EPA") and the State of California as a Superfund site. Although no
administrative or judicial enforcement action has been taken by the EPA or
applicable California authorities, the State of California is seeking to
identify potentially responsible parties ("PRPs") and has ordered certain
tests to be conducted by Brown Jordan in connection with their
investigation. In May 1994, the Company joined the Northwest El Monte
Community Task Force, a PRP Group formed to respond to the EPA. In March
1995, the Task Force and the EPA finalized an Administrative Consent Order
pursuant to which the Task Force has begun a remedial investigation and
feasibility study at an approximate cost of $1.3 million. Pursuant to an
interim allocation agreement, Brown Jordan is responsible for 4.86% of all
shared assets of the Task Force.
2. In September 1995, Brown Jordan received a request from the
California Regional Water Quality Board with respect to further assessment
of two areas at the El Monte facility, the Leach Pit Area and the Clarifier
Area. Both of these areas have been the subject of significant previous
investigations (undertaken 1988-1993) which had concluded that it was
unlikely that Brown Jordan was contributing significantly to groundwater
contamination in the area. The Board's investigation program is separate
from the El Monte Superfund group, although both are concerned with whether
Brown Jordan is a source of groundwater contamination. There is some basis
at this time for believing that the Leach Pit and Clarifier Area problems
are limited to soil contamination.
Under the terms of the Asset Purchase Agreement with Maytag Corporation
("Maytag") dated June 1, 1989 ("the Maytag Agreement") under which the Company
acquired Brown Jordan, the Company's liabilities in El Monte matters are limited
to the first $200,000 of costs for off-site liabilities and $1,000,000 of costs
for on-site liabilities. Pursuant to the terms of the Stock Purchase Agreement
between the Company and BJCL, Inc. (now known as Brown Jordan International,
Inc.) ("BJII") dated as of November 7, 1995 under which BJII acquired Brown
Jordan from the Company, BJII may assume up to $400,000 of certain post closing
costs relating to Brown Jordan, including environmental costs relating to the El
Monte site. Through March 1997, approximately $300,000 had been expended by the
Company on the El Monte site and approximately $60,000 of other contractual
indemnification claims had been incurred. Accordingly, if no other claims are
made by BJII under the Brown Jordan Agreement, the next $340,000 of costs
associated with Brown Jordan environmental claims will be paid by BJII.
The Company has also been named as a PRP, along with numerous parties, at
various hazardous waste sites undergoing cleanup or investigation for cleanup.
The Company believes that at each of these sites, it has been improperly named
or will be considered a "de minimis" party. Although the Company believes
adequate accruals have been provided for environmental contingencies, it is
possible, due to uncertainties previously noted, that additional accruals could
be required in the future. However, the ultimate resolution of these
contingencies, to the extent not previously provided for, should not have a
material adverse effect on the Company's financial position.
The Company is cooperating fully with government authorities in each of
these matters.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No such matters were submitted to security holders of the Company in the
fourth quarter of fiscal year 1996.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS
STOCK TRANSFER AGENT:
Wachovia Bank of North Carolina, N.A.
Winston-Salem, NC
Shareholder Account Information: 1-800-635-4236
STOCK LISTING:
The Company's Common Stock is traded on the Nasdaq Stock Market under the
Nasdaq symbol: LADF. At year end 1996, the Company had approximately 4,000
shareholders based upon approximately 640 shareholders of record at that date
and an estimate of the number of individual shareholders represented by broker
and nominee position listings.
MAJOR MARKET MAKERS:
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Cantor, Fitzgerald & Co. Mayer & Schweitzer
Dillon, Read & Co. Raymond, James & Associates
Herzog, Heine, Geduld Robinson Humphrey
Huntleigh Securities Corp. Sherwood Securities Corp.
Interstate/Johnson Lane Southwest Securities, Inc.
Jefferies & Company, Inc. Troster Singer Corp.
Legg Mason Wood Walker Wheat First Butcher Singer
</TABLE>
See Item 6, Selected Financial Data, for market and dividend information
regarding the Company's Common Stock.
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ITEM 6. SELECTED FINANCIAL DATA
LADD FURNITURE, INC. AND SUBSIDIARIES
SELECTED ANNUAL DATA
DOLLAR AND SHARE DATA IN THOUSANDS, EXCEPT PER SHARE AMOUNTS
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<CAPTION>
FISCAL FISCAL FISCAL FISCAL FISCAL
1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C>
OPERATING STATEMENT DATA
Net sales.................................................... $483,480 507,586 576,549 599,203 497,457
Cost of sales................................................ 388,937 414,730 468,881 502,999 411,697
Gross profit............................................... 94,543 92,856 107,668 96,204 85,760
Selling, general and administrative expenses................. 78,493 81,953 93,911 101,345 74,363
Restructuring expense........................................ -- -- -- 25,120 3,431
Operating income (loss)...................................... 16,050 10,903 13,757 (30,261) 7,966
Other (income) deductions:
Interest expense........................................... 7,502 5,542 8,939 11,798 12,069
Other (net)................................................ 278 (1,046) (199) 1,367 399
Earnings (loss) before income taxes.......................... 8,270 6,407 5,017 (43,426) (4,502)
Income tax expense (benefit)................................. 3,725 2,561 709 (18,236) (2,032)
Net earnings (loss).......................................... $ 4,545 3,846 4,308 (25,190) (2,470)
Depreciation................................................. $ 9,151 10,508 14,143 12,671 10,887
Amortization................................................. 2,848 2,554 3,669 3,758 4,444
Cash dividends paid.......................................... -- 2,767 2,771 2,086 --
Weighted average shares outstanding.......................... 7,148 7,686 7,697 7,721 7,722
PER SHARE DATA
Net sales.................................................... $ 67.64 66.04 74.91 77.61 64.42
Net earnings (loss).......................................... 0.64 0.50 0.56 (3.26) (0.32)
Cash dividends............................................... -- 0.36 0.36 0.27 --
Year-end book value.......................................... 19.38 19.52 19.73 16.20 15.94
BALANCE SHEET DATA
Net working capital.......................................... $117,693 123,004 123,685 79,528 97,916
Net property, plant and equipment............................ 83,609 97,497 109,522 82,586 74,729
Total assets................................................. 315,649 335,737 378,816 312,986 313,595
Total debt................................................... 92,573 111,072 149,271 115,944 130,952
Shareholders' equity......................................... 148,724 150,103 151,906 125,197 123,076
RATIOS, OTHER
Gross profit margin.......................................... 19.6% 18.3 18.7 16.1 17.2
Operating profit (loss) margin............................... 3.3% 2.1 2.4 (5.0) 1.6
Return (loss) on sales....................................... 0.9% 0.8 0.8 (4.2) (0.5)
Effective income tax rate.................................... 45.0% 40.0 14.1 42.0 45.1
Dividend payout ratio........................................ -- 71.9 64.3 N/M --
Return (loss) on beginning assets............................ 1.5% 1.2 1.3 (6.6) (0.8)
Return (loss) on beginning equity............................ 4.1% 2.6 2.9 (16.6) (2.0)
Total debt ratio............................................. 38.4% 42.5 49.6 48.1 51.6
Current ratio................................................ 3.1x 3.1 3.0 2.3 2.6
Inventory turnover ratio..................................... 4.6x 4.2 4.2 4.8 4.7
Asset turnover ratio......................................... 1.5x 1.6 1.6 1.7 1.6
Year-end employees (actual number)........................... 6,940 6,670 7,860 6,880 5,800
Sales per employee (000's)................................... $ 73.4 75.0 75.9 77.0 79.8
STOCK DATA
High......................................................... $ 36.00 44.25 35.25 19.88 15.75
Low.......................................................... 18.75 22.50 14.63 12.25 9.50
Close........................................................ 31.50 30.00 19.50 13.13 14.63
Trading volume (shares)...................................... 6,586 8,260 6,473 9,599 8,000
</TABLE>
NOTES: Total debt ratio is defined as total debt to total debt plus
shareholders' equity. Fiscal year 1992 comprised 53 weeks; all other
years comprised 52 weeks. Stock price data is for calendar years.
N/M = Not meaningful. Sales per employee based on monthly employee
average. Fournier Furniture is included in consolidated results from
its acquisition date of July 2, 1992, and Pilliod Furniture from its
acquisition date of January 31, 1994. Fiscal year 1995 reflects the
sale of Brown Jordan Company and Lea Lumber & Plywood-effective
December 29, 1995. Fiscal 1996 reflects the sale of Fournier
Furniture-effective February 26, 1996; and the liquidation of
Daystrom Furniture beginning June 28, 1996. Fiscal 1994 and 1995
reflect the Company's accounts receivable securitization program
which commenced January 31, 1994 and terminated on March 28, 1996.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion should be read in conjunction with the
Consolidated Financial Statements and Notes thereto.
RESULTS OF OPERATIONS
The table below sets forth the percentage relationship of net sales to
certain items included in the consolidated statements of operations in each of
the last three fiscal years.
<TABLE>
<CAPTION>
1994 1995 1996
<S> <C> <C> <C>
Net sales............................................................................................ 100.0% 100.0% 100.0%
Cost of sales........................................................................................ 81.3 83.9 82.8
Gross profit....................................................................................... 18.7 16.1 17.2
Selling, general and administrative expenses......................................................... 16.3 16.9 14.9
Restructuring expense................................................................................ -- 4.2 0.7
Operating income (loss)............................................................................ 2.4 (5.0) 1.6
Other deductions, net................................................................................ 1.5 2.2 2.5
Earnings (loss) before income taxes................................................................ 0.9 (7.2) (0.9)
Income tax expense (benefit)......................................................................... 0.1 (3.0) (0.4)
Net earnings (loss)................................................................................ 0.8% (4.2)% (0.5)%
</TABLE>
Statements included in Management's Discussion and Analysis of Financial
Condition and Results of Operations which are not historical in nature, are
intended to be, and are hereby identified as, "forward looking statements" for
purposes of the safe harbor provided by Section 21E of the Securities Exchange
Act of 1934, as amended. The Company cautions readers that forward looking
statements, including without limitation, those relating to sales, operating
costs, working capital, liquidity, capital needs and interest costs, are subject
to certain risks and uncertainties that could cause actual results to differ
materially from those indicated in the forward looking statements, due to
several important factors herein identified, principally anticipated growth in
sales and decreased interest expense, and other risks and factors identified
from time to time in the Company's reports filed with the Securities Exchange
Commission.
The following paragraphs provide an analysis of the changes in net sales,
selected cost and expense items, and net earnings (loss) over the three-year
period ended December 28, 1996.
FISCAL 1995 AND 1996 RESTRUCTURING OF THE COMPANY
During 1995, the Company recorded a net $25.1 million non-cash
restructuring charge. The restructuring charge resulted from the Company's
decision to divest four operating companies (businesses held for sale -- the
"divestiture companies"), close four Company-owned retail stores, and reorganize
the remaining companies to improve operating performance. The net restructuring
charge consisted of: (a) $17.4 million to write-down businesses sold or held for
sale to their estimated fair value, net of disposition expenses; (b) $3.7
million to increase reserves associated with closing the four retail stores; (c)
$2.6 million to provide for severance and other expenses; and (d) $1.4 million
to write-down selected machinery to estimated fair value because of changes in
manufacturing processes. In December 1995, the Company sold two of the
businesses held for sale for a combination of cash proceeds aggregating $28.0
million, a 12% interest (valued at $2.2 million) in the purchaser of one of the
businesses, and a $1.0 million subordinated note. As part of the 1995
restructuring, the Company's operations were reorganized along its three product
lines: (i) the Casegoods Group; (ii) the Upholstery Group; and (iii) the
Contract Sales Group.
In 1996, the Company recorded aggregate non-cash restructuring charges
(net) of $3.4 million which consisted of: (i) $4.2 million in the first quarter
due to the necessity to liquidate versus sell one of the remaining businesses
and a shortfall in anticipated proceeds on the other business; (ii) $0.9 million
in the first quarter for severance related to continued restructuring of the
Company (of which $130,000 related to restricted stock awards was credited to
shareholders' equity); and (iii) $1.7 million aggregate credits recorded in the
second, third and fourth quarters as a result of proceeds from the liquidation
of idle assets held for sale exceeding earlier estimates. In February 1996, the
Company sold one of its divestiture companies for a combination of approximately
$8.9 million in cash, a subordinated note totalling $1.1 million, and the
purchaser's assumption of $1.9 million of Industrial Revenue Bonds. Effective
June 1996, the Company closed its last
10
<PAGE>
divestiture company and subsequently liquidated for cash substantially all the
inventory, machinery and equipment. In December 1996, the Company sold the
manufacturing plant of the business for cash and a note receivable.
Management believes the actions represented by these charges have
repositioned the Company to achieve improved operating performance within the
U.S. residential furniture manufacturing industry.
FISCAL 1996 COMPARED TO 1995
Consolidated net sales for fiscal 1996 decreased $101.7 million, or 17.0%,
to $497.5 million from $599.2 million in 1995. On a pro forma basis, excluding
the four divestiture companies and the company-owned retail stores closed in
1995, fiscal 1996 consolidated net sales would have decreased by 0.3%. Of the
$481.9 million in net sales recorded during fiscal 1996 by the ongoing
businesses, residential casegoods totalled approximately $277.4 million,
residential upholstery totalled approximately $124.3 million, and contract sales
totalled approximately $80.2 million. The Company's total residential upholstery
sales for fiscal 1996 were flat with fiscal 1995, while total residential
casegoods sales for the year decreased $7.0 million, or 2.5 %, from fiscal
1995's level. Net sales of the Company's contract sales business, including the
sale of accessories, rose $11.7 million in 1996, or 17.1%, compared to the prior
year. The Company's residential casegoods and upholstery sales trends in 1996
were below those estimated for the industry, largely due to the Company's
decision to discontinue selling to certain accounts with unsatisfactory margins.
The 1996 sales growth in the contract business exceeded sales trends estimated
in the hospitality sector, where hotels/motels continue to refurbish rooms at an
accelerated pace. The Company anticipates that the 1997 sales growth rate for
its casegoods and upholstery businesses will be more in line with that of the
industry, and that the sales growth rate for its contract business will exceed
that of casegoods and upholstery.
In 1996, the Company's export sales decreased to $28.4 million (5.7% of net
sales), from $37.5 million in 1995 (6.3% of net sales). Excluding the
divestiture companies and the four company-owned retail stores, export sales
would have been 5.7% of net sales in both 1995 and 1996. Export sales will
continue to be a focus of the Company and are expected to increase generally at
a faster rate than domestic sales.
Cost of sales decreased by $91.3 million, or 18.2%, in fiscal 1996 and
represented 82.8% of net sales, down from 83.9% of net sales in fiscal 1995. On
a pro forma basis, excluding the divestiture companies and the company-owned
retail stores, cost of sales decreased to 82.1% of net sales in 1996, from 84.2%
of net sales in 1995. Cost of sales in 1996 was positively impacted by the
Company's decision to curtail health care benefits to retirees and to terminate
its qualified defined benefit pension plan. As more fully discussed in notes 10
and 11 to the consolidated financial statements, these two actions in the
aggregate resulted in a $4.4 million decrease in cost of sales. The Company
estimates that, on an ongoing basis, the elimination of these two employee
benefits will save the Company over $3.0 million annually. Excluding the
divestiture companies and the company-owned retail stores, the above mentioned
nonrecurring 1996 transactions, and non-cash charges totalling $5.3 million
recorded in 1995, cost of sales was 83.1% of net sales in both 1996 and 1995.
Negatively impacting margins in 1996 and 1995 were production decreases of 5.8%
and 7.5%, respectively, to reduce inventory levels of the casegoods group,
resulting in high amounts of unabsorbed fixed overhead costs. The Company
believes that 1997 gross margins will improve over the 1996 pro forma gross
margin of 16.9% as a result of new product introductions, increased sales and
increased production levels.
Selling, general and administrative (SG&A) expenses were 14.9% of net sales
in 1996, compared to 16.9% of net sales in fiscal 1995. On a pro forma basis,
excluding the divestiture companies and the company-owned retail stores, SG&A
expenses were 14.8% of net sales in 1996, compared to 16.2% of net sales in
1995. This decrease was primarily attributable to the second quarter 1995
non-cash charge (totalling $2.3 million) to increase the Company's bad debt
reserves and provide for other miscellaneous expenses, as well as to higher
costs in 1995 associated with the Company's accounts receivable securitization
program, which was in place for all of 1995 and terminated at the end of 1996's
first quarter. SG&A expenses also declined during 1996 as a result of an
approximate 10.0% reduction in the Company's salaried work force, consolidation
of certain administrative functions, and cutbacks in advertising. The Company
anticipates that 1997 SG&A expenses will be in the range of 14.0%-14.5% of net
sales.
Other deductions increased in the aggregate to 2.5% of fiscal 1996's net
sales from 2.2% in the prior year. Interest expense, as a percent of net sales,
was 2.4% in 1996 compared to 2.0% in 1995 due to higher interest rates. Other
deductions in 1996 were positively impacted by a $1.7 million insurance
settlement. Other deductions in 1996 and 1995 included non-cash charges
totalling $0.9 million and $2.2 million, respectively, attributable to the
write-off of unamortized financing costs and other noncurrent assets, and the
recognition of other liabilities. The Company believes its 1997 interest expense
will decrease due to lower outstanding average borrowings and an anticipated
decrease in the Company's effective interest rate, both of which are directly
dependent upon improved profitability and cash flow.
11
<PAGE>
The principal reason for the increase in the Company's effective tax
benefit rate to 45.1% in fiscal 1996 from 42.0% in the previous year was the
realization of tax benefits from the utilization of research and experimentation
tax credits. The Company's combined effective Federal and state tax rate for
1997 is expected to approximate 39.0%.
FISCAL 1995 COMPARED TO 1994
Consolidated net sales for fiscal 1995 rose $22.7 million, or 3.9%, to a
record $599.2 million. On a pro forma basis, assuming Pilliod Furniture had been
acquired at the beginning of fiscal 1994, the fiscal 1995 consolidated net sales
increase would have been 2.5%. The reported increase of $22.7 million consisted
of a $22.9 million, or 5.0%, increase in net sales of the ongoing businesses,
partially offset by a cumulative decline of $0.2 million, or 0.2%, in net sales
of the businesses sold or being held for sale in 1995.
Of the $483.4 million in net sales recorded during fiscal 1995 by the
ongoing businesses, approximately $284.4 million represented residential
casegoods volume, approximately $124.5 million represented residential
upholstery volume, and contract volume represented approximately $68.5 million.
The balance of 1995 sales, totalling approximately $6.0 million, represented
"other" business, primarily revenues from the sale of home furnishings
accessories. The Company's 1995 sales trends were in line with the general
industry pattern of stronger upholstery sales than casegoods sales. The
Company's total residential upholstery sales for fiscal 1995 rose by $18.1
million, or 17.0%, while total residential casegoods sales for the year
decreased $14.1 million, or 4.7%, from fiscal 1994's level. Total fiscal 1995
net sales of the Company's contract business, including the sale of accessories,
rose by $13.0 million, or 23.4%, compared to the prior year.
Cost of sales increased by $34.1 million, or 7.3%, in fiscal 1995 and
represented 83.9% of net sales in the most recent year, up from 81.3% in fiscal
1994. Materials, labor and overhead costs all increased as a percentage of net
sales in 1995, with the labor component showing the largest year-over-year
growth. The labor increase resulted largely from the casegoods companies
manufacturing parts that had previously been purchased and machine setup times
not being fully absorbed due to smaller cut quantities. Materials price
increases, which had been a major negative factor in 1994, moderated to a degree
during 1995, particularly in the areas of hardwood lumber and particleboard,
although these costs remained at fairly high levels on a historical basis.
Further negatively impacting 1995 margins was a 7.5% decrease in production to
reduce inventory levels of the casegoods group resulting in unusually high
amounts of unabsorbed fixed overhead costs. An additional depressant on the 1995
gross margin was the non-cash charge (totalling $5.3 million) incurred in the
second quarter to increase reserves for slow-moving and discontinued
inventories. As a result of these factors, the Company's fiscal 1995 gross
margin declined to a historical yearly low of 16.1%, compared to fiscal 1994's
18.7% gross margin.
Selling, general and administrative (SG&A) expenses rose to 16.9% of net
sales, compared to 16.3% in fiscal 1994. This increase was primarily
attributable to the second quarter non-cash charge (totalling $2.3 million) to
increase the Company's bad debt reserves and provide for other miscellaneous
expenses, as well as higher costs associated with the Company's accounts
receivable securitization program, which was in place for all of 1995 and
carried larger average balances and discount rates than in fiscal 1994.
Other deductions increased in the aggregate to 2.2% of fiscal 1995's net
sales from 1.5% of prior year's net sales. Interest expense rose $2.9 million,
despite average outstanding borrowings for fiscal 1995 remaining approximately
the same as in the prior year, due to increases in short-term interest rates and
an amendment to the Company's long-term credit facility, which resulted in a
significantly higher borrowing rate for the Company beginning in August 1995.
The principal reasons for the increase in the Company's fiscal 1995
effective tax rate to 42.0% from 14.1% in the previous year were tax benefits
realized from the utilization of capital loss carryforwards during the year and
various beneficial tax credits.
LIQUIDITY AND CAPITAL RESOURCES
In July 1996, the Company refinanced its long-term and short-term bank
credit facility with a new credit facility (the "Facility") which consisted of a
$125.0 million three-year revolving credit loan and a $65.0 million term loan.
On January 1, 1997, the Facility was amended to reduce the revolving credit loan
to $110.0 million. The Facility is secured by substantially all the assets of
the Company, including equipment, inventory, receivables and real property.
Borrowings under the Facility bear interest at rates selected periodically by
the Company of LIBOR plus 2.75%, or prime plus 1.75%, for the revolving credit
loan, and LIBOR plus 3.00%, or prime plus 2.00%, for the term loan. The interest
rate margin over LIBOR and prime can be reduced upon the Company meeting a
financial ratio related to operating cash flow and debt levels. The term loan is
to be repaid in forty quarterly installments of $1,625,000, of which the first
installment was paid in December 1996. The
12
<PAGE>
Facility restricts the amount of the Company's capital spending, lease
obligations, borrowings, and the payment of dividends. Due to the refinancing,
unamortized financing costs of $890,000 were charged to operations in 1996. In
connection with the refinancing, the Company incurred fees and expenses
aggregating approximately $4.0 million which will be amortized over the terms of
the Facility.
Effective March 28, 1996, the Company's trade accounts receivable
securitization program was terminated in anticipation of the above mentioned
refinancing. At December 30, 1995, the Company had generated cash of $36.0
million from the securitization program which was subsequently replaced with
borrowings under the Company's long-term credit facility.
On December 28, 1996, net working capital totalled $97.9 million and the
current ratio was 2.6:1. Both of these financial measures increased over the
prior year primarily due to the above mentioned termination of the accounts
receivable securitization program, offset somewhat by a decrease in inventories
and prepaid expenses aggregating approximately $12.9 million.
During 1996, the Company generated net cash from operating activities of
$25.5 million, an increase of $14.4 million compared to the prior year. During
1996, capital spending totalled $8.3 million (excluding the purchase of leased
equipment relating to a divestiture company) down from the prior year's $11.6
million, as major capital projects initiated during years 1994 and 1995 were
completed in early 1996, and a reduced capital spending program was initiated by
management. Capital expenditures during 1996 and 1995 were funded from the
operations of the Company and borrowings under the Company's existing long-term
credit facility.
Total debt as a percentage of total debt plus shareholders' equity (total
debt ratio) was 51.6% at the end of 1996, compared to 48.1% a year earlier. The
increase was due to termination of the previously mentioned trade accounts
receivable securitization program in March 1996, offset by debt repayments in
the aggregate in the second, third and fourth quarters of 1996 totalling $26.3
million. The Company anticipates spending less than $10.0 million for capital
improvements during 1997, and believes that the unused revolving credit line
available under the Facility ($31.0 million at December 28, 1996) and cash
generated from operations, will be adequate to fund these planned investments,
as well as its lease commitments. The Company anticipates that its cash flow
from operations will exceed its capital expenditures in 1997, enabling the
Company to further reduce its outstanding borrowings and accordingly, its total
debt ratio.
IMPACT OF INFLATION
Although the effects of inflation on the Company cannot be accurately
determined, in 1996 the impact of inflation affected the Company's manufacturing
costs in the areas of manufacturing overhead and raw materials other than
lumber. The price of lumber, like the prices of other commodities, is affected
more by the interaction of supply and demand than by inflation. Although 1996
margins were impacted by inflation, the Company's gross profit margins during
the past several years have, in general, been impacted more by promotional
selling discounts and plant downtime taken to curtail production than by
inflation. The Company believes it will be able to largely offset the effects of
inflation by improving its manufacturing efficiency, increasing employee
productivity, substituting raw materials, and increasing the selling prices of
its products.
13
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
MANAGEMENT'S STATEMENT OF RESPONSIBILITY
The management of LADD Furniture, Inc. is responsible for the integrity of
the financial statements of the Company and for ascertaining that the financial
statements accurately reflect the financial position and results of operations
of the Company. The financial statements were prepared in conformity with
generally accepted accounting principles, applying estimates and management's
best judgment, as required. Information presented elsewhere in the Company's
Annual Report on Form 10-K is consistent with the financial statements.
LADD has established and maintains a system of internal controls designed
to provide reasonable assurance, at an appropriate cost, that the Company's
assets are adequately safeguarded and that the accounting records reflect the
transactions of the Company accurately, fairly and in reasonable detail. The
internal control system provides for careful selection and training of
personnel, the delegation of management authority and responsibility, the
dissemination of management control policies and procedures and an internal
audit program.
The Board of Directors, through its Audit Committee consisting of three
directors who are not officers or employees of the Company, is responsible for
reviewing and monitoring the financial statements and accounting practices of
the Company. The Audit Committee meets periodically, either separately or
jointly, with the independent auditors, representatives of management and the
Company's internal auditors to discuss auditing, accounting and financial
statement matters. To ensure complete independence, representatives of KPMG Peat
Marwick LLP, certified public accountants retained by the Company to audit the
financial statements, have full and free access to meet with the Audit Committee
with or without the presence of management representatives.
<TABLE>
<S> <C>
Fred L. Schuermann, Jr. William S. Creekmuir
President & Chief Executive Officer Executive Vice President & CFO
February 7, 1997 February 7, 1997
</TABLE>
14
<PAGE>
INDEPENDENT AUDITORS' REPORT
THE BOARD OF DIRECTORS AND SHAREHOLDERS
LADD FURNITURE, INC.:
We have audited the accompanying consolidated balance sheets of LADD
Furniture, Inc. and subsidiaries as of December 30, 1995 and December 28, 1996,
and the related consolidated statements of operations, shareholders' equity and
cash flows for each of the years in the three-year period ended December 28,
1996. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of LADD
Furniture, Inc. and subsidiaries as of December 30, 1995 and December 28, 1996,
and the results of their operations and their cash flows for each of the years
in the three-year period ended December 28, 1996 in conformity with generally
accepted accounting principles.
KPMG PEAT MARWICK LLP
Greensboro, North Carolina
February 7, 1997
15
<PAGE>
LADD FURNITURE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1994, DECEMBER 30, 1995, AND DECEMBER 28, 1996
<TABLE>
<CAPTION>
1994 1995 1996
<S> <C> <C> <C>
DOLLAR AMOUNTS IN THOUSANDS,
EXCEPT SHARE DATA
Net sales.............................................................................. $576,549 599,203 497,457
Cost of sales.......................................................................... 468,881 502,999 411,697
Gross profit...................................................................... 107,668 96,204 85,760
Selling, general and administrative expenses........................................... 93,911 101,345 74,363
Restructuring expense.................................................................. -- 25,120 3,431
Operating income (loss)........................................................... 13,757 (30,261) 7,966
Other deductions:
Interest expense..................................................................... 8,939 11,798 12,069
Other deductions (income), net....................................................... (199 ) 1,367 399
8,740 13,165 12,468
Earnings (loss) before income taxes............................................... 5,017 (43,426) (4,502)
Income tax expense (benefit)........................................................... 709 (18,236) (2,032)
Net earnings (loss)............................................................... $ 4,308 (25,190) (2,470)
Net earnings (loss) per common share................................................... $ 0.56 (3.26) (0.32)
Cash dividends per common share........................................................ $ 0.36 0.27 0.00
Weighted average number of common shares outstanding................................... 7,696,689 7,720,783 7,722,085
</TABLE>
See accompanying notes to consolidated financial statements.
16
<PAGE>
LADD FURNITURE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 30, DECEMBER 28,
1995 1996
<S> <C> <C>
DOLLAR AMOUNTS IN THOUSANDS,
EXCEPT SHARE DATA
ASSETS
Current assets:
Cash........................................................................................... $ 1,272 469
Trade accounts receivable, less allowances for doubtful receivables, discounts, returns
and allowances of $4,057 and $3,005, respectively........................................... 38,288 66,730
Inventories.................................................................................... 89,466 84,484
Prepaid expenses and other current assets...................................................... 13,663 5,768
Total current assets...................................................................... 142,689 157,451
Property, plant and equipment, net............................................................... 82,586 74,729
Businesses held for sale, net.................................................................... 8,052 --
Intangible and other assets, net................................................................. 79,659 81,415
$312,986 313,595
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt......................................................... $ 309 5,093
Short-term bank borrowings..................................................................... 3,037 --
Trade accounts payable......................................................................... 28,419 24,358
Accrued expenses and other current liabilities................................................. 31,396 30,084
Total current liabilities................................................................. 63,161 59,535
Long-term debt, excluding current installments................................................... 112,598 125,859
Deferred and other liabilities................................................................... 12,030 5,125
Total liabilities......................................................................... 187,789 190,519
Shareholders' equity
Preferred stock of $100 par value. Authorized 500,000 shares; no shares issued................. -- --
Common stock of $.30 par value. Authorized 50,000,000 shares, issued 7,726,993 shares and
7,719,567 shares, respectively.............................................................. 2,318 2,316
Additional paid-in capital..................................................................... 49,905 49,736
Retained earnings.............................................................................. 73,829 71,359
126,052 123,411
Less unamortized value of restricted stock..................................................... (855) (335)
Total shareholders' equity................................................................ 125,197 123,076
Commitments and contingencies -- NOTE 13
$312,986 313,595
</TABLE>
See accompanying notes to consolidated financial statements.
17
<PAGE>
LADD FURNITURE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1994, DECEMBER 30, 1995, AND DECEMBER 28, 1996
<TABLE>
<CAPTION>
1994 1995 1996
<S> <C> <C> <C>
DOLLAR AMOUNTS IN THOUSANDS
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss)........................................................................ $ 4,308 (25,190) (2,470)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Depreciation of property, plant and equipment............................................ 14,143 12,671 10,887
Amortization............................................................................. 3,669 3,758 4,444
Restructuring expense.................................................................... -- 25,120 3,431
Provision for losses on trade accounts receivable........................................ 1,521 2,898 3,308
Gain on sales of property, plant and equipment........................................... (89) (314) (147)
Provision for deferred income taxes...................................................... (1,204) (13,419) 1,873
Increase (decrease) in deferred and other liabilities.................................... 1,388 1,297 (2,564)
Change in assets and liabilities, net of effects from acquisition, divestitures and
classification of businesses held for sale:
(Increase) decrease in trade accounts receivable...................................... (2,517) (7,988) 5,736
(Increase) decrease in inventories.................................................... (10,709) 8,126 5,417
(Increase) decrease in prepaid expenses and other current assets...................... (1,886) (2,084) 5,648
Increase (decrease) in trade accounts payable......................................... (2,496) 3,608 (3,738)
Increase (decrease) in accrued expenses and other current liabilities................. (3,313) 2,607 (6,320)
Total adjustments........................................................................ (1,493) 36,280 27,975
Net cash provided by operating activities............................................. 2,815 11,090 25,505
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Pilliod Furniture, net of cash acquired................................... (23,847) -- --
Additions to property, plant and equipment............................................... (31,825) (11,560) (8,347)
Purchase leased manufacturing equipment.................................................. -- -- (4,648)
Proceeds from sales of property, plant and equipment..................................... 962 191 246
Proceeds from sales of idle assets....................................................... -- -- 1,570
Proceeds from sales of businesses........................................................ -- 28,004 5,284
Additions to intangible and other assets................................................. (1,150) (3,715) (2,759)
Net cash provided by (used in) investing activities................................... (55,860) 12,920 (8,654)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings................................................................. 136,666 330 127,092
Proceeds from (repayments of) sales of trade accounts receivable......................... 32,485 3,515 (36,000)
Proceeds from sale leaseback of equipment................................................ 14,566 6,691 3,538
Principal payments on borrowings......................................................... (130,020) (31,706) (112,103)
Dividends paid........................................................................... (2,771) (2,086) --
Other.................................................................................... 1,383 8 (171)
Net cash provided by (used in) financing activities................................... 52,309 (23,248) (17,644)
EFFECT OF EXCHANGE RATE CHANGES ON CASH (38) (66) (10)
Net increase (decrease) in cash.......................................................... (774) 696 (803)
Cash at beginning of year.................................................................. 1,350 576 1,272
Cash at end of year........................................................................ $ 576 1,272 469
</TABLE>
See accompanying notes to consolidated financial statements.
18
<PAGE>
LADD FURNITURE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1994, DECEMBER 30, 1995, AND DECEMBER 28, 1996
<TABLE>
<CAPTION>
UNAMORTIZED
NUMBER ADDITIONAL CURRENCY VALUE OF
OF SHARES COMMON PAID-IN TRANSLATION RETAINED RESTRICTED
ISSUED STOCK CAPITAL ADJUSTMENT EARNINGS STOCK
<S> <C> <C> <C> <C> <C> <C>
DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA
BALANCE AT JANUARY 1, 1994...................... 7,688,719 $2,306 49,186 (170) 99,568 (787)
Shares issued in connection with incentive
stock option plan.......................... 782 -- 19 -- -- --
Purchase of restricted stock.................. (6,142) (1 ) (170) -- -- 170
Shares issued in connection with and
amortization of employee restricted stock
awards..................................... 16,792 5 481 -- -- (200)
Currency translation adjustment............... -- -- -- (38) -- --
Net earnings.................................. -- -- -- -- 4,308 --
Dividends paid................................ -- -- -- -- (2,771) --
BALANCE AT DECEMBER 31, 1994.................... 7,700,151 2,310 49,516 (208) 101,105 (817)
Purchase of restricted stock.................. (2,452) (1 ) (68) -- -- 68
Shares issued in connection with and
amortization of employee restricted stock
awards..................................... 29,294 9 457 -- -- (106)
Currency translation adjustment............... -- -- -- (66) -- --
Reclassification to businesses held for sale.. -- -- -- 274 -- --
Net loss...................................... -- -- -- -- (25,190) --
Dividends paid................................ -- -- -- -- (2,086) --
BALANCE AT DECEMBER 30, 1995.................... 7,726,993 2,318 49,905 -- 73,829 (855)
Purchase of restricted stock.................. (7,426) (2 ) (169) -- -- 169
Amortization of employee restricted stock
awards..................................... -- -- -- -- -- 351
Net loss...................................... -- -- -- -- (2,470) --
BALANCE AT DECEMBER 28, 1996.................... 7,719,567 $2,316 49,736 -- 71,359 (335)
<CAPTION>
TOTAL
SHAREHOLDERS'
EQUITY
<S> <C>
BALANCE AT JANUARY 1, 1994...................... 150,103
Shares issued in connection with incentive
stock option plan.......................... 19
Purchase of restricted stock.................. (1)
Shares issued in connection with and
amortization of employee restricted stock
awards..................................... 286
Currency translation adjustment............... (38)
Net earnings.................................. 4,308
Dividends paid................................ (2,771)
BALANCE AT DECEMBER 31, 1994.................... 151,906
Purchase of restricted stock.................. (1)
Shares issued in connection with and
amortization of employee restricted stock
awards..................................... 360
Currency translation adjustment............... (66)
Reclassification to businesses held for sale.. 274
Net loss...................................... (25,190)
Dividends paid................................ (2,086)
BALANCE AT DECEMBER 30, 1995.................... 125,197
Purchase of restricted stock.................. (2)
Amortization of employee restricted stock
awards..................................... 351
Net loss...................................... (2,470)
BALANCE AT DECEMBER 28, 1996.................... 123,076
</TABLE>
See accompanying notes to consolidated financial statements.
19
<PAGE>
LADD FURNITURE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS
The Company is one of the largest residential furniture manufacturers in
the United States with 20 manufacturing facilities in eight states. Following a
restructuring of its businesses in 1995, the Company's products consist
principally of casegoods and upholstery furniture in a wide range of styles for
bedrooms, family rooms, dining rooms and living rooms in the low-medium to
high-medium price ranges for the residential and contract (principally
hotel/motel) markets. Residential casegoods, residential upholstery and contract
products comprised approximately 56%, 25% and 16%, respectively, of the
Company's 1996 net sales. The Company currently sells to more than 8,000
customers, including retail furniture chains, national general retailers,
department stores, independent furniture retailers, major hotel chains and
others located throughout the United States and overseas.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of LADD
Furniture, Inc. and its subsidiaries, all of which are wholly-owned. All
significant intercompany balances and transactions have been eliminated in
consolidation.
FISCAL YEAR
The Company's fiscal year ends on the Saturday nearest the end of December.
Fiscal year 1994 ended December 31, 1994; fiscal year 1995 ended December 30,
1995; and fiscal year 1996 ended December 28, 1996.
REVENUE RECOGNITION
Sales are recognized when products are shipped and invoiced to customers.
Monthly provision is made for doubtful receivables, discounts, returns and
allowances.
Substantially all of the Company's accounts receivable are due from
customers described above. Management periodically performs credit evaluations
of its customers and generally does not require collateral. The Company has no
concentrated credit risk with any individual customer.
INVENTORIES
Approximately 71% in 1995 and 74% in 1996 of the Company's inventories are
valued using the last-in, first-out (LIFO) cost method, which is not in excess
of market. All other inventories in 1995 and 1996 are valued at the lower of
first-in, first-out (FIFO) cost or market (net realizable value).
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost. Depreciation of plant and
equipment is provided over the estimated useful lives of the respective assets
on the straight-line method. Estimated useful lives are 10 to 35 years for
buildings and improvements and 3 to 13 years for machinery and equipment.
The Company accounts for any impairment of property, plant and equipment
under the provisions of Statement of Financial Accounting Standards ("SFAS") No.
121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED
ASSETS TO BE DISPOSED OF. This statement requires that long-lived assets be
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of those assets may not be recoverable.
INCOME TAXES
Deferred tax assets and liabilities are recognized for the temporary
differences between the financial statement carrying amounts and the tax bases
of the Company's assets, liabilities, and loss and tax credit carryforwards at
income tax rates expected to be in effect when such amounts are realized or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in operations in the period that includes the enactment
date.
20
<PAGE>
LADD FURNITURE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- CONTINUED
EARNINGS PER SHARE
Earnings per share are calculated based upon the weighted average number of
common shares outstanding during each fiscal year. The effect of dilutive stock
options on the calculation is insignificant in each of the fiscal years
presented.
INTANGIBLE ASSETS
Intangible assets consist principally of values assigned to patents,
furniture designs, trade names and the excess of cost over the assigned value of
net assets acquired. These assets are being amortized using the straight-line
method over periods of 15 to 40 years. The Company assesses the recoverability
of the excess of cost over the assigned value of net assets acquired by
determining whether the amortization of the balance over its remaining life can
be recovered through undiscounted future operating cash flows of the acquired
operations. The assessment of the recoverability of the excess of cost over the
assigned value of net assets acquired will be impacted if estimated future
operating cash flows are not achieved.
PENSION AND OTHER POSTRETIREMENT PLANS
The Company and several of its subsidiaries are participants in a defined
benefit pension plan covering qualified salaried and hourly employees. The
benefits are based on years of service or the employee's final average
compensation before retirement. The defined benefit plan was amended on December
13, 1996 to provide that no additional benefits would accrue after December 31,
1996. The Company intends to terminate the defined benefit plan upon receiving
required regulatory approvals.
The Company provided certain health care benefits for certain retired
employees through June 1, 1996, when these benefits were curtailed. Prior to
curtailment, the Company provided for the cost of its obligation over the period
the employees rendered the services necessary to earn the postretirement
benefits.
Prior to their termination, the cost of the above benefit plans was funded
currently.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amount of cash, trade accounts receivable, prepaid expenses
and other current assets, trade accounts payable and accrued expenses and other
current liabilities approximates fair value because of the short maturity of
these financial instruments.
The fair value of the Company's long-term debt is estimated by discounting
the future cash flows at rates currently offered to the Company for similar debt
instruments of comparable maturities. The fair value of the Company's long-term
debt approximates the face value of the debt due to the variable interest rates
on the majority of long-term debt at December 28, 1996.
STOCK OPTION PLAN
Prior to January 1, 1996, the Company accounted for its stock option plan
in accordance with the provisions of Accounting Principles Board ("APB") Opinion
No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and related interpretations.
As such, compensation expense was recorded on the date of grant only if the
current market price of the underlying stock exceeded the exercise price. On
January 1, 1996, the Company adopted SFAS No. 123, ACCOUNTING FOR STOCK-BASED
COMPENSATION, which permits entities to recognize as expense over the vesting
period the fair value of all stock-based awards on the date of grant.
Alternatively, SFAS No. 123 also allows entities to continue to apply the
provisions of APB Opinion No. 25 and provide pro forma net income and pro forma
earnings per share disclosures for employee stock option grants made in 1995 and
future years as if the fair-value-based method defined in SFAS No. 123 had been
applied. The Company has elected to continue to apply the provisions of APB
Opinion No. 25 and provide the pro forma disclosure provisions of SFAS No. 123.
TRANSPORTATION OPERATIONS
The Company operates trucking fleets for its casegoods and upholstery
operations for the delivery of products to customers and inbound raw materials.
Beginning in the fourth quarter of 1996, the Company began accounting for the
21
<PAGE>
LADD FURNITURE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- CONTINUED
revenues and direct operating expenses of the transportation operations as other
income (net). Accordingly, revenues and direct operating expenses of $14,288,000
and $12,950,000, respectively, previously accounted for as net sales and cost of
sales, were reclassified in 1996. All transportation revenues and direct
operating expenses have similarly been reclassified for all prior periods
included in the consolidated financial statements.
FOREIGN CURRENCY TRANSLATION
Assets and liabilities of a foreign subsidiary sold in February 1996 were
translated at year-end rates of exchange, and revenues and expenses were
translated at the average rates of exchange for the year. Gains and losses
resulting from translation were accumulated in a separate component of
shareholders' equity until June 1995, at which time the balance was transferred
to businesses held for sale. Gains and losses resulting from foreign currency
transactions are included in net earnings (loss).
USE OF ESTIMATES
Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these consolidated financial
statements in conformity with generally accepted accounting principles. Actual
results could differ from those estimates.
NOTE 2: RESTRUCTURING AND DIVESTITURES
In June 1995, the Company recorded a $25,696,000 non-cash restructuring
charge. The restructuring charge resulted from the Company's decision to divest
four operating companies (businesses held for sale), close four Company-owned
retail stores and reorganize the remaining companies to improve operating
performance. During the fourth quarter of 1995, the Company recorded a $576,000
net decrease in restructuring expense as a result of: (i) finalizing sales of
two operating companies; (ii) revising the fair value of the remaining two
operating companies; (iii) recording additional charges for executive severance;
and (iv) other miscellaneous expenses. The net restructuring charge of
$25,120,000 for the year ended December 30, 1995 consisted of: (a) $17,379,000
to write-down businesses sold or held for sale to their estimated fair value,
net of disposition expenses; (b) $3,699,000 to increase reserves for costs
associated with closing four retail stores; (c) $2,614,000 to provide for
severance expense and other costs; and (d) $1,428,000 to write-down selected
machinery to estimated fair value because of changes in manufacturing processes.
In December 1995, the Company sold two of the businesses held for sale for cash
proceeds aggregating $28,004,000, a 12% interest in the purchaser of one of the
businesses valued at $2,200,000, and a $1,000,000 subordinated note.
In 1996, the Company recorded aggregate non-cash restructuring charges of
$3,431,000 which consisted of: (i) $4,200,000 charge in the first quarter due to
the necessity to liquidate versus sell one of the remaining businesses and a
shortfall in anticipated proceeds on the other business; (ii) $945,000 in the
first quarter 1996 for severance related to continuing restructuring of the
Company ($130,000 related to restricted stock awards was credited to
shareholders' equity); and (iii) $1,714,000 aggregate credits recorded in the
second, third and fourth quarters as a result of proceeds from the liquidation
of idle assets held for sale exceeding earlier estimates. In February 1996, the
Company sold one of its businesses for cash and a subordinated note totalling
approximately $10,000,000 and the purchaser's assumption of approximately
$1,900,000 of Industrial Revenue Bonds. The amount of the subordinated note
totalled $1,082,000. Effective June 1996, the Company closed its last business
held for sale and subsequently liquidated for cash substantially all the
inventory, machinery and equipment. In December 1996, the Company sold the
manufacturing plant of the business for cash and a note receivable.
22
<PAGE>
LADD FURNITURE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
NOTE 2: RESTRUCTURING AND DIVESTITURES -- CONTINUED
The costs charged against restructuring reserves associated with the items
in the footnote above include the following:
<TABLE>
<CAPTION>
DECEMBER 30, DECEMBER 28,
1995 1996
<S> <C> <C>
IN THOUSANDS
Restructuring reserve, beginning balance......................................................... $ -- 3,964
Additions........................................................................................ 6,313 815
Reclassification from businesses held for sale................................................... -- 2,390
Write-off of excess of cost over the assigned value of net assets acquired....................... (1,037) --
Payments:
Lease termination costs........................................................................ (406) (758)
Severance...................................................................................... (184) (2,528)
Other.......................................................................................... (722) (1,542)
Adjustments...................................................................................... -- (666)
Restructuring reserve, ending balance............................................................ $ 3,964 1,675
</TABLE>
The following unaudited pro forma information shows consolidated operating
results for the periods presented as though the Company had divested the four
operating companies and closed the four company-owned retail stores as of
January 1, 1994, excluding the restructuring expense recorded during 1995 and
1996:
<TABLE>
<CAPTION>
1994 1995 1996
<S> <C> <C> <C>
IN THOUSANDS (UNAUDITED)
Net sales.............................................................................. $460,579 483,449 481,911
Earnings (loss) before interest and income taxes....................................... 11,486 (3,973) 14,476
</TABLE>
NOTE 3: ACCOUNTS RECEIVABLE SECURITIZATION PROGRAM
During fiscal year 1994 through March 28, 1996, the Company participated in
a revolving accounts receivable facility which provided for the sale of a
defined pool of trade accounts receivable through a wholly-owned subsidiary to a
third-party purchaser. The Company and the third-party purchaser terminated the
facility on March 28, 1996 in anticipation of the Company's refinancing of its
then existing bank credit facility. The total cost of the program, which
aggregated $1,458,000, $2,585,000 and $454,000 in 1994, 1995 and 1996,
respectively, is included in selling, general and administrative expenses in the
accompanying consolidated statements of operations.
At December 30, 1995, the defined pool of trade accounts receivable
totalled approximately $46,430,000 and the purchaser's investment totalled
$36,000,000, and the Company retained an ownership interest of approximately
$10,430,000, of which approximately $9,065,000 was subordinate to that of the
purchaser. The purchaser's average investment for 1994, 1995 and 1996, through
termination of the facility, was approximately $28,969,000, $35,011,000 and
$27,675,000, respectively. The purchaser's investment is reflected as a
reduction of trade accounts receivables in the December 30, 1995 consolidated
balance sheet.
23
<PAGE>
LADD FURNITURE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
NOTE 4: INVENTORIES
A summary of inventories follows:
<TABLE>
<CAPTION>
DECEMBER 30, DECEMBER 28,
1995 1996
<S> <C> <C>
IN THOUSANDS
Inventories on the FIFO cost method:
Finished goods..................................................................... $ 50,847 45,459
Work in process.................................................................... 17,165 14,093
Raw materials and supplies......................................................... 33,140 35,613
Total inventories on FIFO cost method........................................... 101,152 95,165
Less adjustments of certain inventories to the LIFO cost method...................... (11,686) (10,681)
$ 89,466 84,484
</TABLE>
NOTE 5: PROPERTY, PLANT AND EQUIPMENT
A summary of property, plant and equipment follows:
<TABLE>
<CAPTION>
DECEMBER 30, DECEMBER 28,
1995 1996
<S> <C> <C>
IN THOUSANDS
Land and improvements................................................................ $ 4,356 4,888
Buildings and improvements........................................................... 70,780 73,690
Machinery and equipment.............................................................. 69,389 72,923
Construction in progress............................................................. 5,173 1,793
149,698 153,294
Less accumulated depreciation........................................................ (67,112) (78,565)
$ 82,586 74,729
</TABLE>
NOTE 6: INTANGIBLE AND OTHER ASSETS
A summary of intangible and other assets follows:
<TABLE>
<CAPTION>
DECEMBER 30, DECEMBER 28,
1995 1996
<S> <C> <C>
IN THOUSANDS
Excess of cost over the assigned value of net assets acquired........................ $ 54,879 54,879
Trade names.......................................................................... 21,700 21,700
Furniture designs and patents........................................................ 8,815 8,815
Other................................................................................ 7,460 12,385
92,854 97,779
Less accumulated amortization........................................................ (13,195) (16,364)
$ 79,659 81,415
</TABLE>
24
<PAGE>
LADD FURNITURE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
NOTE 7: ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
A summary of accrued expenses and other current liabilities follows:
<TABLE>
<CAPTION>
DECEMBER 30, DECEMBER 28,
1995 1996
<S> <C> <C>
IN THOUSANDS
Payrolls, commissions and employee benefits.......................................... $ 16,775 14,281
Other................................................................................ 14,621 15,803
$ 31,396 30,084
</TABLE>
NOTE 8: LONG-TERM DEBT AND SHORT-TERM BANK BORROWINGS
Long-term debt consists of the following:
<TABLE>
<CAPTION>
DECEMBER 30, DECEMBER 28,
1995 1996
<S> <C> <C>
IN THOUSANDS
Term loan, due at various dates...................................................... $ -- 63,375
Revolving credit loan, due July 12, 1999............................................. -- 60,336
Term loan, repaid in 1996............................................................ 48,100 --
Revolving credit loan, repaid in 1996................................................ 59,000 --
Other indebtedness, primarily fixed-rate industrial revenue bonds, due through
2009............................................................................... 5,807 7,241
Total long-term debt............................................................... 112,907 130,952
Less current installments of long-term debt.......................................... 309 5,093
Long-term debt, excluding current installments..................................... $112,598 125,859
</TABLE>
On July 12, 1996, the Company entered into a $190,000,000 long-term secured
credit facility (the "Facility") which consisted of a $125,000,000 three-year
revolving credit loan and a $65,000,000 term loan. The term loan portion of the
Facility will be repaid in forty quarterly installments of $1,625,000 commencing
January 1, 1997 of which the first installment was paid in December 1996. On
January 1, 1997, the Company reduced the revolving credit loan to $110,000,000.
Borrowings under the revolving credit loan and the term loan bear interest
at rates selected periodically by the Company of LIBOR plus 2.75% and 3.00%,
respectively, or prime plus 1.75% and 2.00%, respectively. At December 28, 1996,
LIBOR was 5.6172% and the prime rate was 8.25%. Under the Facility, the Company
pays a commitment fee of 1/2% per annum on the unused portion of the revolving
credit facility. In connection with the refinancing, the Company incurred fees
and expenses aggregating approximately $4,000,000 which will be amortized over
the terms of the Facility. The interest rate margin over LIBOR and prime and the
commitment fee can be reduced upon the Company meeting a financial ratio related
to operating cash flow and debt levels.
The Facility is secured by substantially all the existing and hereafter
acquired assets of the Company. Availability on the revolving credit loan is
determined by levels of eligible inventory and eligible trade accounts
receivable of the Company. The Facility contains customary covenants for asset
based loans which restrict future borrowings, dividends and capital spending;
require maintenance of a minimum net worth; and include financial covenant
ratios related to cash flow, earnings and debt. At December 28, 1996, the
Company's availability for future borrowings under its revolving credit loan was
approximately $31,000,000. At December 28, 1996, the Company was in compliance
with all covenants under the Facility.
In connection with amending in 1995 and refinancing in 1996 the Company's
long and short-term bank loans, approximately $525,000 in 1995 and $890,000 in
1996 of unamortized financing fees were charged to operations. At December 30,
1995, borrowings under the previous bank term loan and bank revolving credit
loan bore interest at LIBOR (5.625%) plus 2 1/8%, or prime (8.50%) plus 1 1/8%.
25
<PAGE>
LADD FURNITURE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
NOTE 8: LONG-TERM DEBT AND SHORT-TERM BANK BORROWINGS -- CONTINUED
Short-term bank borrowings totalled $3,037,000 at December 30, 1995. The
average short-term borrowing rate in 1995 and 1996 was 6.70% and 7.62%,
respectively. The facility was repaid in July 1996 in connection with
refinancing the Company's then existing bank credit facility.
The aggregate annual maturities of long-term debt during each of the five
fiscal years subsequent to December 28, 1996 are approximately as follows:
$5,093,000 in 1997; $6,826,000 in 1998; $66,926,000 in 1999; $6,590,000 in 2000;
$11,267,000 in 2001; and $34,250,000 thereafter.
Interest paid by the Company in 1994, 1995 and 1996 amounted to
approximately $8,014,000, $12,218,000 and $12,241,000, respectively.
NOTE 9: EMPLOYEE STOCK PLANS
STOCK OPTION PLAN
Under an incentive stock option plan, the Company grants nontransferable
stock options to officers, key management employees and non-employee directors.
Options are generally granted at fair market value on the dates of the grant.
All optionees were employees or directors of the Company on the date of grant
and throughout the term of the option except in the case of death, retirement,
or disability. The Company applies APB Opinion No. 25, and related
interpretations in accounting for the plan. Accordingly, no compensation expense
has been recognized for its stock-based compensation plans other than for the
restricted stock awards discussed below. Had compensation cost for the Company's
stock option plan been determined based upon the fair value at the grant date
for awards under this plan consistent with the methodology prescribed under SFAS
No. 123, the Company's net losses and loss per share would have increased by
approximately $38,300 or $0.00 per share, for 1995 and $378,000, or $0.05 per
share, for 1996. The weighted average fair value of the options granted during
1995 is estimated as $6.32 and during 1996 is estimated as $4.90 on the date of
grant using the Black-Scholes option-pricing model with the following
assumptions: no dividend yield, volatility of 30.5%, risk-free interest rate of
5.5%, assumed forfeiture rate of 17.8%, and an expected life of 6 years.
A total of 1,188,889 shares were reserved for option under the previous and
current plans. At December 28, 1996, approximately 247,000 shares are available
for future option. Options granted prior to 1991 are generally exercisable at
the cumulative rate of 20% per year after one year from the date of grant.
Options granted subsequent to 1990 are generally exercisable at the cumulative
rate of 25% per year after one year from the date of grant. Options expire over
a period not to exceed ten years from the date of grant. Stock option activity
during 1994, 1995 and 1996 follows:
<TABLE>
<CAPTION>
WEIGHTED
NUMBER OF AVERAGE
SHARES EXERCISE PRICE
<S> <C> <C>
Outstanding at January 1, 1994......................................................... 197,461 $ 33.70
Granted in 1994........................................................................ 188,645 $ 19.46
Exercised in 1994...................................................................... (782) $ 24.00
Cancelled in 1994...................................................................... (46,670) $ 34.63
Outstanding at December 31, 1994....................................................... 338,654 $ 25.58
Granted in 1995........................................................................ 40,882 $ 15.49
Cancelled in 1995...................................................................... (127,358) $ 29.07
Outstanding at December 30, 1995....................................................... 252,178 $ 21.90
Granted in 1996........................................................................ 442,510 $ 11.86
Cancelled in 1996...................................................................... (98,533) $ 21.76
Outstanding at December 28, 1996....................................................... 596,155 $ 14.63
Exercisable at December 28, 1996....................................................... 92,943 $ 23.71
</TABLE>
The Company had 111,251 and 98,871 shares exercisable at December 31, 1994
and December 30, 1995, respectively, with a weighted average exercise price
totalling $32.46 and $26.31, respectively.
26
<PAGE>
LADD FURNITURE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
NOTE 9: EMPLOYEE STOCK PLANS -- CONTINUED
The following table summarizes information concerning currently outstanding
and exercisable options:
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
NUMBER WEIGHTED-AVG. NUMBER
OUTSTANDING REMAINING WEIGHTED-AVG. EXERCISABLE WEIGHTED-AVG.
RANGE OF AT DEC. 28, CONTRACTUAL EXERCISE AT DEC. 28, EXERCISE
EXERCISE PRICES 1996 LIFE PRICE 1996 PRICE
<S> <C> <C> <C> <C> <C>
$ 10.75-$15.75 455,876 9.2 years $ 12.04 5,847 $ 15.13
$ 17.25-$24.75 95,611 7.3 $ 18.40 55,000 $ 19.11
$ 26.25-$40.50 44,668 6.0 $ 33.03 32,096 $ 33.15
596,155 8.7 $ 14.63 92,943 $ 23.71
</TABLE>
RESTRICTED STOCK AWARDS
The Board of Directors periodically awards restricted Common Stock to key
management employees. Vesting of such awards is subject to future service
requirements of five years from the date of each award. The difference between
cash paid by the employee for the awarded shares, generally par value, and the
market value of the shares as of the award date is amortized over the five-year
service requirement. During 1994 and 1995, the Board of Directors awarded and
issued 16,792 and 29,294 shares, respectively. No shares were awarded during
1996.
NOTE 10: EMPLOYEE BENEFIT PLANS
DEFINED BENEFIT PENSION PLAN
The Company and several of its subsidiaries had noncontributory defined
benefit pension plans covering qualified salaried and hourly employees which
were merged into a common plan on December 31, 1996. The merged plan provides
pension benefits to qualified employees based on the participant's final average
salary before retirement or based on years of service. The Company's policy has
been to fund normal costs and amortization of prior service costs. The defined
benefit plan was amended on December 13, 1996 to provide that no additional
benefits would accrue after December 31, 1996. The Company intends to terminate
the defined benefit plan upon receiving required regulatory approvals.
In addition to the qualified defined benefit plan, the Company has a
nonqualified retirement plan covering certain salaried employees. At December
30, 1995 and December 28, 1996, the Company had approximately $538,000 and
$675,000, respectively, of assets available to fund future obligations of the
nonqualified plan. These assets are included in intangible and other assets, and
the related liability is included in deferred and other liabilities in the
accompanying consolidated balance sheets. The liability for the nonqualified
retirement plan is reflected in the reconciliation of the funded status of the
plans below.
27
<PAGE>
LADD FURNITURE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
NOTE 10: EMPLOYEE BENEFIT PLANS -- CONTINUED
The following sets forth the funded status of the plans:
<TABLE>
<CAPTION>
DECEMBER 30, 1995 DECEMBER 28, 1996
ASSETS ACCUMULATED ASSETS ACCUMULATED
EXCEED BENEFITS EQUAL BENEFITS
ACCUMULATED EXCEED ACCUMULATED EXCEED
BENEFITS ASSETS BENEFITS ASSETS
<S> <C> <C> <C> <C>
IN THOUSANDS
Actuarial present value of benefit obligations:
Vested benefit obligation........................................... $ (21,463) (18,623) (49,280) (1,562)
Accumulated benefit obligation...................................... $ (21,797) (19,037) (49,280) (1,794)
Projected benefit obligation for service rendered to date............. $ (27,958) (20,901) (49,280) (2,393)
Less plan assets at fair value, primarily equity and fixed income
investment funds in 1995 and money market equivalents in 1996....... 25,921 17,384 49,280 --
Projected benefit obligation in excess of plan assets................. (2,037) (3,517) -- (2,393)
Unrecognized net obligation (asset) at transition being amortized over
15 years............................................................ 73 (568) -- --
Unrecognized net (gain) loss.......................................... (1,214) 2,315 -- (25)
Unrecognized prior service cost....................................... 1,396 644 -- 593
Adjustment required to recognize minimum liability.................... -- (527) -- --
Pension liability recognized in the consolidated balance sheets....... $ (1,782) (1,653) -- (1,825)
</TABLE>
The accumulated benefit obligation at December 28, 1996 reflects the
expected increase in benefits under the defined benefit plan to fully utilize
all plan assets.
Net pension expense for the plans for 1994, 1995 and 1996 included the
following components:
<TABLE>
<CAPTION>
1994 1995 1996
<S> <C> <C> <C>
IN THOUSANDS
Service costs -- benefits earned during the period............................................... $ 2,374 2,047 2,119
Interest cost on projected obligation............................................................ 3,101 3,186 3,440
Return on assets................................................................................. (121) (9,036) (6,133)
Amortization of unrecognized net obligation (asset) at transition and net deferrals.............. (2,522) 6,038 3,032
Curtailment gain................................................................................. -- -- (738)
Net pension expense.............................................................................. $ 2,832 2,235 1,720
</TABLE>
The Company also recorded in 1995 a net curtailment gain resulting from the
Brown Jordan and Lea Lumber & Plywood divestitures totalling approximately
$692,000, and in 1996 a net curtailment gain resulting from the closing of
Daystrom Furniture totalling approximately $279,000. These curtailment gains
were included in determining restructuring expense in the 1995 and 1996
consolidated statements of operations.
The projected benefit obligation at December 30, 1995 and December 28, 1996
was determined using an assumed discount rate of 7.25% and 7.50%, respectively.
The plan assumes a long-term rate of salary increases of 4.50% to age 60, and
3.00% thereafter. The assumed long-term rate of return on plan assets was 8.50%
for 1994, 1995 and 1996.
DEFINED CONTRIBUTION PLANS
The Company has savings plans for employees which qualify under Section
401(k) of the Internal Revenue Code. The plans allow eligible employees to
contribute up to a fixed percentage of their compensation, with the Company
matching a portion of each employee's contributions. Company contributions under
the plans aggregated approximately $635,000 in 1994, $549,000 in 1995 and
$485,000 in 1996. Effective January 1, 1997, the Company amended its defined
contribution
28
<PAGE>
LADD FURNITURE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
NOTE 10: EMPLOYEE BENEFIT PLANS -- CONTINUED
plans. The effect of the plan amendment is to increase base Company matching
contributions by approximately $900,000 annually. Further, such contributions
will be in the form of the Company's Common Stock.
NOTE 11: POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
Prior to 1996, the Company had plans which provided postretirement health
care benefits for certain employees. These benefits included major medical
insurance with deductible and coinsurance provisions. The Company paid all
benefits on a current basis and the plans were not funded.
On May 10, 1996, the Company curtailed the postretirement features of its
health care benefit program, effective July 1, 1996. As a result of this
curtailment, the Company had an aggregate credit of approximately $4,200,000
recognized in 1996's operating income ($3,700,000 in cost of sales and $500,000
in selling, general and administrative expenses).
The components of the net postretirement benefit cost (credit) for 1994,
1995 and 1996 are as follows:
<TABLE>
<CAPTION>
1994 1995 1996
<S> <C> <C> <C>
IN THOUSANDS
Service costs...................................................................................... $ 286 232 77
Interest costs of benefit obligation............................................................... 1,132 1,252 417
Amortization of transition obligation.............................................................. 759 759 253
Curtailment gain................................................................................... -- -- (4,947)
$2,177 2,243 (4,200)
</TABLE>
The plan's funded status as of December 31, 1995 was as follows:
<TABLE>
<CAPTION>
IN THOUSANDS
<S> <C>
Accumulated postretirement benefit obligation:
Retirees...................................................................................................... $(10,329)
Active participants eligible to retire........................................................................ (4,191)
Other active participants..................................................................................... (2,480)
(17,000)
Unrecognized net loss........................................................................................... 338
Unrecognized transition obligation being amortized over 20 years................................................ 12,906
Accrued postretirement benefit cost............................................................................. $ (3,756)
</TABLE>
The postretirement benefit obligation was determined by application of the
terms of the various plans using relevant actuarial assumptions. Health care
costs were projected to increase at annual rates ranging from 8.00% in 1995 down
to 5.50% in 1997 and thereafter. The assumed discount rate used in determining
the accumulated postretirement benefit obligation at December 31, 1994 and
December 30, 1995 was 8.50% and 7.25%, respectively.
29
<PAGE>
LADD FURNITURE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
NOTE 12: INCOME TAXES
Components of income tax expense (benefit) for 1994, 1995 and 1996 are as
follows:
<TABLE>
<CAPTION>
1994 1995 1996
<S> <C> <C> <C>
IN THOUSANDS
Current:
Federal......................................................................................... $ 1,769 (4,650) (4,054)
State........................................................................................... 144 (167) 149
1,913 (4,817) (3,905)
Deferred:
Federal......................................................................................... (1,034) (11,521) 1,309
State........................................................................................... (170) (1,898) 564
(1,204) (13,419) 1,873
$ 709 (18,236) (2,032)
</TABLE>
The effective income tax rate on earnings (loss) before income taxes for
1994, 1995 and 1996 was 14.1%, 42.0% and 45.1%, respectively. The actual income
tax expense (benefit) differs from the "expected" income tax expense (benefit)
computed by applying the Federal income tax rate of 34% to earnings (loss)
before income taxes for 1994, 1995 and 1996 as follows:
<TABLE>
<CAPTION>
1994 1995 1996
<S> <C> <C> <C>
IN THOUSANDS
Computed "expected" income tax expense (benefit)................................................ $ 1,706 (14,765) (1,531)
Increases (reductions) due to:
Restructuring and reorganization charges...................................................... -- (1,664) 1,060
State income taxes, net of Federal income tax benefit......................................... 28 53 99
Amortization of the excess of cost over the assigned value of net assets acquired............. 463 587 451
Expenses subject to percentage limitations.................................................... 130 117 81
Utilization of capital loss carryforwards to offset income tax expense of realized
capital gains.............................................................................. (913) (1,655) --
Tax credits, net.............................................................................. (230) (571) (1,316)
Foreign trade income exemptions............................................................... (154) (193) (375)
Restricted stock compensation................................................................. -- -- (204)
Other......................................................................................... (321) (145) (297)
Actual income tax expense (benefit)............................................................. $ 709 (18,236) (2,032)
</TABLE>
During 1994, the Company paid income taxes (net of refunds received)
amounting to approximately $2,030,000. During 1995 and 1996, the Company
received refunds (net of taxes paid) of approximately $188,000 and $8,360,000,
respectively.
30
<PAGE>
LADD FURNITURE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
NOTE 12: INCOME TAXES -- CONTINUED
The tax effects of temporary differences and net operating loss
carryforwards that give rise to significant portions of deferred tax assets and
liabilities consist of the following:
<TABLE>
<CAPTION>
DECEMBER 30, DECEMBER 28,
1995 1996
<S> <C> <C>
IN THOUSANDS
Deferred tax liabilities:
Inventories.................................................................................... $ (7,092) (6,463)
Property, plant and equipment.................................................................. (1,882) (3,013)
Intangible and other assets.................................................................... (7,201) (6,351)
Lease obligations.............................................................................. (8,422) (5,372)
Other.......................................................................................... (2,249) (159)
Total deferred tax liabilities.............................................................. (26,846) (21,358)
Deferred tax assets:
Accounts receivable............................................................................ 1,854 1,081
Inventories.................................................................................... 3,145 998
Liabilities and reserves....................................................................... 10,465 6,601
Restructuring and reorganization............................................................... 8,064 337
Tax credit carryforwards....................................................................... -- 604
Net operating loss carryforwards............................................................... 1,885 8,468
Other.......................................................................................... 409 372
Gross deferred tax assets................................................................... 25,822 18,461
Valuation allowances........................................................................... (1,885) (1,885)
Total deferred tax assets................................................................... 23,937 16,576
Net deferred tax liability....................................................................... $ (2,909) (4,782)
</TABLE>
Deferred taxes are classified in the accompanying consolidated balance
sheets as follows:
<TABLE>
<CAPTION>
DECEMBER 30, DECEMBER 28,
1995 1996
<S> <C> <C>
IN THOUSANDS
Prepaid expenses and other current assets........................................................ $ 2,528 --
Accrued expenses and other current liabilities................................................... -- (2,478)
Deferred income taxes............................................................................ (5,437) (2,304)
$ (2,909) (4,782)
</TABLE>
In January 1994, a valuation allowance was provided for the deferred tax
assets related to acquired subsidiary carryforward net operating loss (NOL)
deductions from the stock purchase of Pilliod Furniture. The remaining NOL
carryforward deductions of approximately $4,761,000 were not utilized in 1995 or
1996 and the NOL deductions can be carried forward up to 12 more years to offset
future earnings, subject to normal annual limitations prescribed by tax law. A
valuation allowance of $1,885,000 remains in deferred taxes for these unexpired
future deductions. Tax benefits recognized subsequent to 1996 relating to the
valuation allowance for deferred tax assets at December 28, 1996 will be applied
to reduce the excess cost over the assigned value of Pilliod's net assets
acquired.
The Company believes that it is more likely than not that the results of
future operations will generate sufficient taxable income to realize the
remaining deferred tax assets.
31
<PAGE>
LADD FURNITURE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
NOTE 13: LEASES AND CONTINGENCIES
The Company leases manufacturing facilities, various warehouses, sales
offices and showrooms, as well as manufacturing, transportation and data
processing equipment under operating leases which expire at various dates
through 2026. Future minimum lease payments under noncancelable operating leases
as of December 28, 1996 are:
<TABLE>
<CAPTION>
IN THOUSANDS
<S> <C>
Fiscal year:
1997.................................................................................... $ 7,983
1998.................................................................................... 8,241
1999.................................................................................... 7,333
2000.................................................................................... 5,467
2001.................................................................................... 2,344
Thereafter.............................................................................. 7,991
Total................................................................................... $ 39,359
</TABLE>
In 1994, 1995 and 1996, the Company entered into sale leaseback agreements
for certain manufacturing equipment located at several of its manufacturing
facilities. These transactions have been recorded as asset sales. The cash
proceeds from the sales of approximately $14,566,000, $6,691,000 and $3,538,000,
respectively, were used to repay long-term debt. The gains from the sales of
approximately $683,000, $323,000 and $150,000, respectively, have been recorded
in the accompanying consolidated balance sheets as deferred income and are being
amortized into operations over the term of the leases. Under the agreements, the
Company will lease the equipment over 69 months. The Company has the option to
purchase the equipment at the end of the lease terms.
In February 1996, the Company repurchased $4,648,000 of leased equipment
utilizing long-term debt in connection with the divestiture of Fournier
Furniture. Accordingly, approximately $325,000 of the previously mentioned
deferred income was recognized in the 1996 consolidated statement of operations.
Rental expense for cancelable and noncancelable operating leases charged to
operations was as follows:
<TABLE>
<CAPTION>
IN THOUSANDS
<S> <C>
Fiscal year:
1994.................................................................................... $ 11,459
1995.................................................................................... 14,870
1996.................................................................................... 12,203
</TABLE>
Rental expense includes contingent rentals based upon usage of
transportation equipment under cancelable and noncancelable operating leases
which totalled approximately $762,000 in 1994, $618,000 in 1995, and $719,000 in
1996.
At December 28, 1996, the Company was contingently liable for approximately
$2,490,000 of receivables transferred with recourse under financing arrangements
with two financial institutions. The Company maintains a $704,000 letter of
credit agreement to fund any liabilities which might arise under one of the
arrangements.
NOTE 14: ACQUISITION
On January 31, 1994, the Company acquired The Pilliod Cabinet Company, a
manufacturer of promotionally priced casegoods furniture, by purchasing all of
the Common Stock of its parent company, Pilliod Holding Company (Pilliod), for
$24,259,000 cash (including acquisition expenses), the repayment of Pilliod debt
of $29,893,000, and the assumption of other long-term debt of $247,000. The
excess of cost over the assigned value of net assets acquired was approximately
$32,826,000 and is being amortized using the straight-line method over 40 years.
The acquisition was accounted for as a purchase and accordingly, the net assets
and operations of Pilliod have been included in the Company's consolidated
financial statements beginning on the acquisition date.
32
<PAGE>
LADD FURNITURE INC. AND SUBSIDIARIES
SELECTED QUARTERLY DATA
DOLLAR AND SHARE DATA IN THOUSANDS, EXCEPT PER SHARE AMOUNTS
(UNAUDITED)
<TABLE>
<CAPTION>
FISCAL 1995 FISCAL 1996
1ST 2ND 3RD 4TH 1ST 2ND 3RD 4TH
QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
OPERATING STATEMENT DATA
Net sales............................. $149,386 145,168 155,313 149,336 135,260 123,483 120,447 118,267
Cost of sales......................... 123,251 130,229 127,449 122,070 116,038 100,220 99,369 96,070
Gross profit........................ 26,135 14,939 27,864 27,266 19,222 23,263 21,078 22,197
Selling, general and administrative
expenses............................ 23,816 28,335 23,402 25,792 21,788 19,110 16,852 16,613
Restructuring expense................. -- 25,696 -- (576) 5,149 (279) (892) (547)
Operating income (loss)............. 2,319 (39,092) 4,462 2,050 (7,715) 4,432 5,118 6,131
Other (income) deductions:
Interest expense.................... 2,803 2,846 2,997 3,152 2,660 3,058 3,182 3,169
Other (net)......................... (519) 2,129 (568) 325 1,284 317 (1,343) 141
Earnings (loss) before income taxes... 35 (44,067) 2,033 (1,427) (11,659) 1,057 3,279 2,821
Income tax expense (benefit).......... 11 (16,744) 142 (1,645) (4,664) (108) 1,477 1,263
Net earnings (loss)................. $ 24 (27,323) 1,891 218 (6,995) 1,165 1,802 1,558
Depreciation.......................... $ 3,659 3,555 2,677 2,780 2,837 2,609 2,691 2,750
Amortization.......................... 895 1,304 755 804 1,607 751 1,005 1,081
Cash dividends paid................... 695 695 348 348 -- -- -- --
Weighted average shares outstanding... 7,705 7,725 7,726 7,727 7,725 7,723 7,721 7,720
PER SHARE DATA
Net sales............................. $ 19.39 18.79 20.10 19.33 17.51 15.99 15.60 15.32
Net earnings (loss)................... 0.00 (3.54) 0.24 0.03 (0.91) 0.15 0.23 0.20
Cash dividends........................ 0.09 0.09 0.05 0.05 -- -- -- --
Quarter-end book value................ 19.57 16.00 16.21 16.20 15.33 15.49 15.73 15.94
BALANCE SHEET DATA
Net working capital................... $133,260 89,109 84,929 79,528 123,110 116,690 110,347 97,916
Net property, plant and equipment..... 109,014 83,826 82,567 82,586 82,652 82,633 78,543 74,729
Total assets.......................... 389,056 337,075 336,868 312,986 351,829 347,061 331,845 313,595
Total debt............................ 158,784 147,855 143,190 115,944 157,250 153,148 143,370 130,952
Shareholders' equity.................. 151,176 123,578 125,224 125,197 118,426 119,637 121,486 123,076
RATIOS
Gross profit margin................... 17.5% 10.3 17.9 18.3 14.2 18.8 17.5 18.8
Operating profit (loss) margin........ 1.6 (26.9) 2.9 1.4 (5.7) 3.6 4.2 5.2
Return (loss) on sales................ 0.0 (18.8) 1.2 0.1 (5.2) 0.9 1.5 1.3
Effective income tax rate............. 31.4 38.0 N/M N/M 40.0 10.2 45.0 44.8
Total debt ratio...................... 51.2 54.5 53.3 48.1 57.0 56.1 54.1 51.6
STOCK DATA
High.................................. $ 19.88 16.88 14.13 13.63 14.25 12.00 13.75 15.75
Low................................... 13.88 12.25 12.88 12.88 10.88 9.50 9.75 11.50
Close................................. 14.63 13.00 13.00 13.13 10.88 10.00 13.50 14.63
Trading volume (shares)............... 4,450 2,523 1,423 1,203 2,081 3,012 1,288 1,619
</TABLE>
NOTES: Stock price and volume data for calendar quarters. N/M = Not Meaningful.
Fourth Quarter 1995 and First Quarter 1996 reflect the sale of Brown
Jordan Company and Lea Lumber & Plywood-effective December 29, 1995; the
sale of Fournier Furniture-effective February 26, 1996; Third Quarter
1996 reflects the liquidation of Daystrom Furniture beginning June 28,
1996. Fiscal 1995 and First Quarter 1996 reflect the Company's accounts
receivable securitization program which was terminated on March 28, 1996.
33
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
No changes in accountants or disagreements with accountants on accounting
or financial disclosure occurred in fiscal years 1994, 1995 and 1996.
PART III
Part III is omitted as the Company intends to file with the Commission
within 120 days after the end of the Company's fiscal year a definitive proxy
statement pursuant to Regulation 14A which will involve the election of
directors. With the exception of the information specifically required by Items
10, 11, 12 and 13 of this Part III contained in the Company's proxy statement,
the Company's proxy statement is not incorporated by reference nor deemed to be
filed as a part of this report, including without limitation the Board
Compensation Committee Report on Executive Compensation required by Item 402(k)
of Regulation S-K and the Performance Graph required by Item 402(l) of
Regulation S-K.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
See reference to definitive proxy statement under Part III. See pages 4-5
and 20 in the Company's definitive proxy statement.
ITEM 11. EXECUTIVE COMPENSATION
See reference to definitive proxy statement under Part III. See pages 5-14
in the Company's definitive proxy statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
See reference to definitive proxy statement under Part III. See pages 2-3
in the Company's definitive proxy statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See reference to definitive proxy statement under Part III. See pages 13-14
in the Company's definitive proxy statement.
34
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
PAGE(S) IN THIS
FORM 10-K
<S> <C> <C> <C>
(a) The following documents are filed as part of this report:
(1) Financial Statements
Consolidated Statements of Operations for the years ended December 31, 1994, December 30, 1995, and
December 28, 1996.................................................................................. 16
Consolidated Balance Sheets as of December 30, 1995 and December 28, 1996.......................... 17
Consolidated Statements of Cash Flows for the years ended December 31, 1994, December 30, 1995, and
December 28, 1996.................................................................................. 18
Consolidated Statements of Shareholders' Equity for the years ended December 31, 1994, December 30,
1995, and December 28, 1996........................................................................ 19
Notes to Consolidated Financial Statements......................................................... 20-32
Independent Auditors' Report....................................................................... 15
(2) Index to Financial Statement Schedule:
Independent Auditors' Report....................................................................... F-1
II -- Valuation and Qualifying Accounts and Reserves............................................... F-2
All other schedules are omitted because they are not applicable or the required information is
shown in the financial statements or notes thereto.
(3) List of Executive Compensation Plans
LADD Furniture, Inc. 1994 Incentive Stock Option Plan
Employee Restricted Stock Purchase Agreements for the named executive officers of the registrant as
required by Item 402(a)(2) of Regulation S-K
Executive Employment Agreements with each of Fred L. Schuermann, Jr., William S. Creekmuir, Kenneth
E. Church, Donald L. Mitchell, and Michael P. Haley
LADD Furniture, Inc. Supplemental Retirement Income Plan
LADD Furniture, Inc. Long-Term Incentive Plan (1994)
LADD Furniture, Inc. Long-Term Incentive Plan (1995)
LADD Furniture, Inc. Long-Term Incentive Plan (1996)
LADD Furniture, Inc. Long-Term Incentive Plan (1997)
LADD Furniture, Inc. 1997 Management Incentive Plan
(b) Reports on Form 8-K filed in the last quarter of fiscal 1996:
Current Report on Form 8-K dated October 17, 1996, filed with the Commission on November 1, 1996
reporting the Company's results of operations for the third fiscal quarter of 1996.
(c) Exhibits
3. Articles of Incorporation and Amendments.
(Previously filed as Exhibit 10 to Item 14 of the Company's Annual Report on Form 10-K for the year
ended December 29, 1990, filed with the Commission on March 28, 1991 and as Exhibit 10.1 to Item 6
of the Company's Quarterly Report on Form 10-Q for the quarter ended July 1, 1995, filed with the
Commission on August 15, 1995)
3.1 Bylaws (as amended March 5, 1996)
(Previously filed as Exhibit 3.1 to Item 14 of the Company's Annual Report on Form 10-K for the
year ended December 30, 1995, filed with the Commission on March 28, 1996)
</TABLE>
35
<PAGE>
<TABLE>
<S> <C> <C> <C>
10. LADD Furniture, Inc. 1994 Incentive Stock Option Plan
(Previously filed as Exhibit 10.1 to Item 6 of the Company's Quarterly Report on Form 10-Q for the
quarter ended July 2, 1994, filed with the Commission on August 16, 1994)
Employee Restricted Stock Purchase Agreement between the Company and Fred L. Schuermann, Jr. dated
February 25, 1993
Employee Restricted Stock Purchase Agreement between the Company and William S. Creekmuir dated
February 25, 1993
(Previously filed as Exhibit 10 to Item 14 to the Company's Annual Report on Form 10-K for the year
ended January 2, 1993, filed with the Commission on March 30, 1993)
Employee Restricted Stock Purchase Agreement between the Company and Fred L. Schuermann, Jr. dated
February 24, 1994
Employee Restricted Stock Purchase Agreement between the Company and William S. Creekmuir dated
February 24, 1994
(Previously filed as Exhibits 10.3 and 10.4 to the Company's Annual Report on Form 10-K for the
year ended January 1, 1994, filed with the Commission on March 31, 1994)
Employee Restricted Stock Purchase Agreement between the Company and Fred L. Schuermann, Jr. dated
March 2, 1995
Employee Restricted Stock Purchase Agreement between the Company and William S. Creekmuir dated
March 2, 1995
(Previously filed as Exhibits 10.2 and 10.3 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1994, filed with the Commission on March 30, 1995.)
Employee Restricted Stock Purchase Agreement between the Company and Kenneth E. Church dated
February 25, 1993
Employee Restricted Stock Purchase Agreement between the Company and Kenneth E. Church dated
February 24, 1994.
Employee Restricted Stock Purchase Agreement between the Company and Kenneth E. Church dated March
2, 1995.
Employee Restricted Stock Purchase Agreement between the Company and Michael P. Haley dated June
23, 1994.
Employee Restricted Stock Purchase Agreement between the Company and Michael P. Haley dated March
2, 1995.
(Previously filed as Exhibits 10.2-10.6 to Item 14 of the Company's Annual Report on Form 10-K for
the year ended December 30, 1995, filed with the Commission on March 28, 1996)
Executive Employment Agreement between the Company and Fred L. Schuermann, Jr. dated October 28,
1994.
(Previously filed as Exhibit 10.2 to Item 6 of the Company's Quarterly Report on Form 10-Q for the
quarter ended October 1, 1994, filed with the Commission on November 15, 1994)
Executive Employment Agreement between the Company and William S. Creekmuir dated December 1, 1995.
Executive Employment Agreement between the Company and Kenneth E. Church dated May 22, 1995.
Executive Employment Agreement between the Company and Donald L. Mitchell dated January 1, 1996.
Executive Employment Agreement between the Company and Michael P. Haley dated March 5, 1996.
(Previously filed as Exhibits 10.7-10.10 to Item 14 of the Company's Annual Report on Form 10-K for
the year ended December 30, 1995, filed with the Commission on March 28, 1996)
Asset Purchase Agreement, dated as of June 1, 1989, among the Company, Maytag Corporation, The BJC
Company and The Gunlocke Company.
(Previously filed as Exhibit 10(a) to the Company's Current Report on Form 8-K, dated as of June 1,
1989, filed with the Commission on June 2, 1989)
</TABLE>
36
<PAGE>
<TABLE>
<S> <C> <C> <C>
First Amendment and Waiver to Asset Purchase Agreement, dated as of July 7, 1989, by and among the
Company, Pennsylvania House, Inc., The McGuire Furniture Company, The Kittinger Company, Charter
Furniture, Inc., Brown Jordan Company and The Gunlocke Company, a North Carolina corporation, and
Maytag Corporation, The Gunlocke Company, a Delaware corporation, and The BJC Company.
(Previously filed as Exhibit 10 to the Company's Current Report on Form 8-K, filed with the
Commission on July 21, 1989, as amended by Form 8 filed with the Commission on September 18, 1989)
Enclosed as Exhibit 10.1 to this Annual Report on Form 10-K for the year ended December 28, 1996
10.1 LADD Furniture, Inc. Supplemental Retirement Income Plan, as amended and restated effective
January 1, 1994, and as further amended effective January 1, 1997
LADD Furniture, Inc. Long-Term Incentive Plan (1994)
LADD Furniture, Inc. Long-Term Incentive Plan (1995)
LADD Furniture, Inc. Long-Term Incentive Plan (1996)
(Previously filed as Exhibits 10.11-10.13 to the Company's Annual Report on Form 10-K for the year
ended December 30, 1995, filed with Commission on March 28, 1996)
Enclosed as Exhibit 10.2 to this Annual Report on Form 10-K for the year ended December 28, 1996
10.2 LADD Furniture, Inc. Long-Term Incentive Plan (1997)
Loan and Security Agreement dated as of July 12, 1996, between the Company, NationsBank, N.A.
(South) as Agent, and each of the bank's signatory to the Loan and Security Agreement.
(Previously filed as an Exhibit to the Company's Current Report on Form 8-K, dated July 18, 1996,
filed with the Commission on July 24, 1996)
Amendment No. 1 (dated as of August 15, 1996) to Loan and Security Agreement dated as of July 12,
1996 among the Company, NationsBank, N.A. (South) as Agent and each of the bank's signatory
thereto.
Amendment No. 2 (dated as of October 10, 1996) to Loan and Security Agreement dated as of July 12,
1996 among the Company, NationsBank, N.A. (South) as Agent, and each of the bank's signatory
thereto.
Equipment Leasing Agreement dated as of September 19, 1996 between BTM Financial & Leasing
Corporation B-4 and the Company
(Previously filed as Exhibits 10.1-10.3 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 28, 1996, filed with the Commission on November 12, 1996)
Enclosed as Exhibit 10.3 to this Annual Report on Form 10-K for the year ended December 28, 1996
10.3 Amendment No. 3 (dated December 23, 1996) to Loan and Security Agreement dated as of July 12,
1996 among the Company, NationsBank, N.A. (South), as Agent and each of the bank's signatory
thereto.
Equipment Leasing Agreement dated as of December 15, 1994 between BOT Financial Corporation and the
Company
Equipment Leasing Agreement dated as of December 15, 1994 between UnionBanc Leasing Corporation and
the Company
(Previously filed as Exhibits 10.1 and 10.2 to Item 7 of the Company's Current Report on Form 8-K,
dated December 28, 1994, filed with the Commission on January 15, 1995)
Amendment No. 1 dated as of June 7, 1995 to the Equipment Leasing Agreement dated as of December
15, 1994 between Unionbanc Leasing Corporation and the Company.
Amendment No. 1 dated as of June 7, 1995 to the Equipment Leasing Agreement dated as of December
15, 1994 between BOT Financial Corporation and the Company.
Amendment No. 1 dated as of June 15, 1995 amending Lease Supplement No. One to the Equipment
Leasing Agreement dated as of December 15, 1994 between BOT Financial Corporation and the Company.
</TABLE>
37
<PAGE>
<TABLE>
<S> <C> <C> <C>
(Previously filed as Exhibits 10.2-10.4 to Item 6 of the Company's Quarterly Report on Form 10-Q
for the quarter ended July 1, 1995, filed with the Commission on August 15, 1995)
Stock Purchase Agreement dated January 5, 1996 among LADD Furniture, Inc., Fournier Furniture, Inc.
and Fournier Acquisition Co.
(Previously filed as Exhibit 10.14 to the Company's Annual Report on Form 10-K for the year ended
December 30, 1995, filed with the Commission on March 28, 1996)
First Amendment to Stock Purchase Agreement dated February 26, 1996 among LADD Furniture, Inc.,
Fournier Furniture, Inc., Fournier Acquisition Co., and Furniture Acquisition Co.
(Previously filed as Exhibit 2.1 and 2.2 to the Company's Current Report on Form 8-K dated February
26, 1996, filed with the Commission on March 12, 1996)
Stock Purchase Agreement dated November 7, 1995 between LADD Furniture, Inc. and BJCL, Inc.
First Amendment to Stock Purchase Agreement dated December 29, 1995 among LADD Furniture, Inc.,
BJCL, Inc. and BJ Acquisition Corp.
Agreement of Sale between BJIP, Inc. and Cherry Grove, Inc. dated December 29, 1995.
Asset Purchase Agreement dated November 6, 1995 between LADD Furniture, Inc. and Lea Lumber &
Plywood, L.L.C.
First Amendment to Asset Purchase Agreement dated December 29, 1995 between LADD Furniture, Inc.
and Lea Lumber & Plywood, L.L.C.
(Previously filed as Exhibits 2.1-2.5 to the Company's Current Report on Form 8-K dated December
29, 1995 filed with the Commission on January 16, 1996)
Enclosed as Exhibit 10.4 to this Annual Report on Form 10-K for the year ended December 28, 1996
10.4 1997 Management Incentive Plan
22. Subsidiaries of Registrant
American Drew, Inc., a North Carolina corporation
American Furniture Company, Incorporated, a Virginia corporation
Barclay Furniture Co., a Mississippi corporation
Clayton-Marcus Company, Inc., a North Carolina corporation
Kenbridge Furniture, Inc., a North Carolina corporation
LFI Capital Management, Inc., a Delaware corporation
LADD Contract Sales Corporation, a North Carolina corporation
LADD International Sales Corp., a Barbados corporation
LADD Transportation, Inc., a North Carolina corporation
Lea Industries, Inc., a Tennessee corporation
Lea Industries of Virginia, Inc., a Virginia corporation
Pennsylvania House, Inc., a North Carolina corporation
Pilliod Furniture, Inc., a North Carolina corporation
Enclosed as Exhibit 24.1 to this Annual Report on Form 10-K for the year ended December 28, 1996
24.1 Consent of KPMG Peat Marwick LLP
Enclosed as Exhibit 27.1 to this Annual Report on Form 10-K for the year ended December 28, 1996
27.1 Financial Data Schedule (EDGAR version only)
</TABLE>
38
<PAGE>
SIGNATURES
Pursuant to the requirement 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.
LADD FURNITURE, INC.
(Registrant)
By: /s/ WILLIAM S. CREEKMUIR 3/26/97
WILLIAM S. CREEKMUIR (DATE)
EXECUTIVE VICE PRESIDENT, CHIEF
FINANCIAL OFFICER, SECRETARY, AND
TREASURER (PRINCIPAL FINANCIAL
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.
<TABLE>
<S> <C>
/S/ DON A. HUNZIKER 3/26/97 /S/ RICHARD R. ALLEN 3/26/97
DON A. HUNZIKER (DATE) RICHARD R. ALLEN (DATE)
DIRECTOR CHAIRMAN OF THE BOARD AND DIRECTOR
/S/ O. WILLIAM FENN, JR. 3/26/97 /S/ DARYL B. ADAMS 3/26/97
O. WILLIAM FENN, JR. (DATE) DARYL B. ADAMS (DATE)
DIRECTOR VICE PRESIDENT, CORPORATE CONTROLLER,
ASSISTANT SECRETARY, AND ASSISTANT
TREASURER (PRINCIPAL ACCOUNTING OFFICER)
/S/ THOMAS F. KELLER 3/26/97 /S/ JAMES H. CORRIGAN, JR. 3/26/97
THOMAS F. KELLER (DATE) JAMES H. CORRIGAN, JR. (DATE)
DIRECTOR DIRECTOR
/S/ WILLIAM B. CASH 3/26/97 /S/ L. GLENN ORR, JR. 3/26/97
WILLIAM B. CASH (DATE) L. GLENN ORR, JR. (DATE)
DIRECTOR DIRECTOR
/S/ FRED L. SCHUERMANN, JR. 3/26/97 /S/ WILLIAM S. CREEKMUIR 3/26/97
FRED L. SCHUERMANN, JR. (DATE) WILLIAM S. CREEKMUIR (DATE)
PRESIDENT, CHIEF EXECUTIVE OFFICER AND EXECUTIVE VICE PRESIDENT, CHIEF
DIRECTOR FINANCIAL OFFICER, SECRETARY, AND TREASURER
(PRINCIPAL FINANCIAL OFFICER)
</TABLE>
39
<PAGE>
EXHIBIT 10.1
SUPPLEMENTAL RETIREMENT INCOME PLAN
FOR SALARIED EMPLOYEES OF LADD FURNITURE, INC.
The Supplemental Retirement Income Plan for Salaried Employees of LADD
Furniture, Inc. (the "Plan") was originally adopted effective January 1, 1990.
The Plan is established and maintained by LADD Furniture, Inc. for the purpose
of providing benefits for certain of its salaried employees who participate in
the Retirement Plan of the Salaried Employees of LADD Furniture, Inc. The Plan
has been amended from time to time and is now amended and restated in its
entirety.
Accordingly, effective January 1, 1994, LADD Furniture, Inc. hereby
adopts the Plan pursuant to the terms and provisions set forth below:
ARTICLE I
DEFINITIONS
Wherever used herein the following terms shall have the meanings
hereinafter set forth:
1.1 "Average Final Compensation" means a Participant's average total
compensation (including incentive pay and base salary) during the three
consecutive Years of Service resulting in the highest such average. If a
participant has less than three Years of Service, "Average Final Compensation"
shall mean the Participant's average total compensation, computed on an annual
basis, for all of his completed months of service as an Employee.
Notwithstanding the above paragraph, Average Final Compensation for
any Participant shall not be less than the average total compensation of the
Participant during the two consecutive Years of Service prior to 1994 resulting
in the highest such average.
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1.2 "Change in Control" means the date on which the earlier
of the following Events occurs:
(A) The acquisition by any entity, person or group of beneficial
ownership, as that term is defined in Rule 13d-3 under the
Securities Exchange Act of 1934, of more than 30% of the
outstanding capital stock of the Company entitled to vote for
the election of directors ("Voting Stock");
(B) The merger or consolidation of the Company with one or more
corporations as a result of which the holders of the
outstanding Voting Stock of the Company immediately prior to
such a merger or consolidation hold less than 80% of the
Voting Stock of the surviving or resulting corporation;
(C) The transfer of substantially all of the property of the
Company other than to an entity of which the Company owns at
least 80% of the Voting Stock; or
(D) The election to the Board of Directors of the Company of
three directors without the recommendation or approval of the
incumbent Board of Directors of the Company.
1.3 "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and any regulations relating thereto.
1.4 "Committee" means the Compensation Committee of the Board of
Directors of the Company.
1.5 "Company" means LADD Furniture, Inc., a North Carolina corporation,
or, to the extent provided in Section 8.8 below, any successor corporation or
other entity resulting from a merger or consolidation into or with the Company
or a transfer or sale of substantially all of the assets of the Company.
1.6 "Designated Beneficiary" means (a) for a Category One Participant,
the Surviving Spouse; and (b) for a Category Two or Three Participant, the
individual or entity designated by a Category Two or Category Three Participant
to receive a Supplemental
2
<PAGE>
Survivor Benefit pursuant to Article IV. If a Category Two or Category Three
Participant does not designate a beneficiary in writing, his Designated
Beneficiary shall be his surviving spouse, if any, or his estate.
1.7 "Participant" means a salaried employee or former employee of the
Company who is entitled to a nonforfeitable benefit from the Qualified Plan and
who is eligible to participate in the Plan.
1.8 "Plan" means the Supplemental Retirement Income Plan for
salaried Employees of LADD Furniture, Inc.
1.9 "Qualified Plan" means the amended and restated Retirement Plan of
the Salaried Employees of LADD Furniture, Inc. established effective January 1,
1985, each predecessor, successor or replacement salaried employees' defined
benefit retirement plan, and any other qualified retirement plan designated as a
Qualified Plan by the Committee and set forth on Appendix A.
1.10 "Qualified Plan Retirement Benefit" means the aggregate benefit
payable to a Participant pursuant to the Qualified Plan and all annuities
purchased for the Participant under the Qualified Plan (whether or not
terminated) by reason of his termination of employment with the Company and all
affiliates for any reason other than death.
1.11 "Qualified Plan Survivor Benefit" means the aggregate benefit
payable to the Surviving Spouse of a Participant pursuant to the Qualified Plan
and all annuities purchased for the Participant under the Qualified Plan
(whether or not terminated) in the event of the death of the Participant at any
time prior to commencement of payment of his Qualified Plan Retirement Benefit.
3
<PAGE>
1.12 "Supplemental Retirement Benefit" means the benefit payable to a
Participant pursuant to the Plan by reason of his termination of employment
with the Company and all affiliates for any reason other than death.
1.13 "Supplemental Survivor Benefit" means the benefit payable
to a Designated Beneficiary pursuant to the Plan.
1.14 "Surviving Spouse" means a person who is married to a
Participant at the date of his death and for at least one year
prior thereto.
1.15 Words in the masculine gender shall include the feminine and the
singular shall include the plural, and vice versa, unless qualified by the
context. Any headings used herein are included for ease of reference only, and
are not to be construed so as to alter the terms hereof.
ARTICLE II
ELIGIBILITY
There are three categories of Participants in the Plan:
(a) Category One: Category One Participants shall include all employees
whose actual Qualified Retirement Plan Benefit is less than what it would have
been under the Qualified Plan had the Qualified Retirement Plan Benefit been
computed using the benefit formula and the salary in place on December 31, 1988,
as set forth on Appendix B.
(b) Category Two: Category Two Participants shall include certain
executives of the Company who have contributed to the success of the Company in
an extraordinary way, as designated by the Committee and set forth on Appendix
C.
4
<PAGE>
(c) Category Three: Category Three Participants shall
include new members of the management team, as designated by the
Committee and set forth on Appendix D.
A Participant shall be eligible to receive the Supplemental Retirement
Benefit provided for in Article III. A Participant may receive a benefit under
more than one category. The Surviving Spouse of a Participant who dies prior to
complete payment of his Qualified Plan Retirement Benefit shall be eligible to
receive a Supplemental Survivor Benefit provided for in Article IV.
If an Employee who has previously been designated by the Committee as
a Category II Participant or a Category III Participant ceases to serve the
Company in an executive capacity that would normally result in the Employee
being a Participant in the Plan, but the Employee remains employed by the
Company, the Committee shall designate the Employee as an "Inactive
Participant." The determination of whether a Category II Participant or a
Category III Participant should be designated an Inactive Participant shall be
made by the Committee in its sole discretion. Any Participant designated by the
Committee as an Inactive Participant pursuant to this paragraph shall have his
Supplemental Retirement Benefit and Supplemental Survivor Benefit provided for
under the Plan computed in accordance with Articles III and IV and,
particularly, Section 3.10 and Section 4.3.
ARTICLE III
SUPPLEMENTAL RETIREMENT BENEFIT
3.1 Category One Benefit Amount. The Supplemental Retirement Benefit
payable to an eligible Category One Participant in the form of a straight life
annuity over the lifetime of the Participant only, commencing on his Normal
Retirement Date, shall be a monthly amount equal to the difference between (a)
and (b) below:
5
<PAGE>
(a) the monthly amount of the Qualified Plan Retire ment
Benefit to which the Participant would have been entitled under the
Qualified Plan if such benefit was computed using the benefit formula
and salary data in place on December 31, 1988
LESS
(b) the monthly amount of the Qualified Plan
Retirement Benefit actually payable to the Participant
under the Qualified Plan.
The amounts described in (a) and (b) shall be computed as of the date
of termination of employment of the Participant with the Company and all
affiliates in the form of a straight life annuity payable over the lifetime of
the Participant only commencing on his Normal Retirement Date.
3.2 Category Two Benefit Amount. The Supplemental Retirement Benefit
payable to an eligible Category Two Participant in the form of a 10-year certain
and life thereafter annuity commencing on his Normal Retirement Date, shall be a
monthly amount equal to the difference between (a) and (b) below:
(a) two percent (2%) of Average Final Compensation,
multiplied by a Participant's Years of Service [maximum
25 years of service];
LESS
(b) the sum of a Participant's:
(i) Qualified Plan Retirement Benefit;
(ii) Primary Social Security benefit;
(iii) Non-Qualified Deferred Compensation
Agreement benefit; and
(iv) Category One benefit received under this
Plan.
6
<PAGE>
The accrued benefit at any date of determination for a Category Two
Participant shall equal the benefit calculated as if the Participant had reached
his Normal Retirement Date on the date of determination, multiplied by the ratio
of the Participant's Years of Service at the date of determination to his Years
of service at his Normal Retirement Date. Years of Service shall include all
years of employment with the Company or with a predecessor employer who is
acquired by the Company and shall include a fraction of a year for each month
worked.
3.3 Category Three Amount. The Supplemental Retirement Benefit payable
to a Category Three Participant shall be determined by the Committee and shall
be set forth in an Appendix added to this document by the Committee.
3.4 Form of Benefit. (a) Category One. The Supplemental Retirement
Benefit payable to a Category One Participant shall be paid in the same form as
the Qualified Plan Retirement Benefit is payable to the Participant. A Category
One Participant's election under the Qualified Plan of any optional form of
payment of his Qualified Plan Retirement Benefit (with the valid consent of his
Surviving Spouse where required under the Qualified Plan) shall also be
applicable to the payment of his Supplemental Retirement Benefit.
(b) Category Two. The Supplemental Retirement Benefit payable to a
Category Two Participant shall be paid in the form of a 10-year certain annuity.
A Category Two Participant and the Company may mutually agree to an alternate
method of payment prior to when the Participant becomes entitled to receive a
Supplemental Retirement Benefit.
(c) Category Three. The Supplemental Retirement Benefit pay
able to a Category Three Participant shall be paid in the form
mutually agreed to by a Participant and the Company on a date prior
7
<PAGE>
to when the Participant becomes entitled to receive a Supplemental Retirement
Benefit. If a Category Three Participant does not make this election in a timely
manner, his Supplemental Retirement Benefit shall be paid in the same form as
his Qualified Plan Retirement Benefit.
3.5 Commencement of Benefit. (a) Category One. Payment of the
Supplemental Retirement Benefit to a Category One Participant shall commence on
the same date as when payment of his Qualified Plan Retirement Benefit
commences. Any election under the Qualified Plan made by the Participant with
respect to the commencement of payment of his Qualified Plan Retirement Benefit
shall also be applicable with respect to the commencement of payment of his Sup
plemental Retirement Benefit.
(b) Category Two and Category Three. Payment of the Supplemental
Retirement Benefit to a Category Two or Category Three Participant shall
commence on the date elected by such a Participant; provided, however, that such
election must be made prior to the date the Participant becomes entitled to
receive a Supplemental Retirement Benefit. If a Category Two or Category Three
Partici pant does not make this election in a timely manner, his Supplemental
Retirement Benefit shall commence on the same date as payment of his Qualified
Plan Retirement Benefit commences.
3.6 Early Retirement. A Category Two or Category Three Participant who
terminates employment after attaining age 55 may elect for his benefit under the
Plan to begin within a reasonable period of time following his termination of
employment, subject to Section 3.8. Any such early retirement benefit shall be
the Actuarial Equivalent of the Supplemental Retirement Benefit accrued at the
date of termination of employment.
3.7 Disability Retirement. If a Participant suffers disability, he may
retire and may elect for his benefit under the Plan
8
<PAGE>
to begin within a reasonable period of time following the date of his
disability, retirement, subject to Section 3.8. The determination of whether a
Participant is disabled shall be made by the Committee in its sole discretion.
Any such disability retirement bene fit shall be the Actuarial Equivalent of the
Supplemental Retirement Benefit accrued at the date of termination of
employment.
3.8 Approval of Company. Notwithstanding the provisions of Sections
3.4, 3.5, 3.6 and 3.7 above, an election made by the Participant under the
Qualified Plan with respect to the form of payment of his Qualified Plan
Retirement Benefit (with the valid consent of his Surviving Spouse where
required under the Qualified Plan), or the date for commencement of payment
thereof, shall not be effective with respect to the form of payment or date for
commencement of payment of his Supplemental Retirement Benefit hereunder
unless such election is expressly approved in writing by the Company. If the
Company shall not approve such election in writing, then the form of payment or
date for commencement of payment of the Participant's Supplemental Retirement
Benefit shall be selected by the Company in its sole discretion.
3.9 Actuarial Equivalent. A Supplemental Retirement Benefit which is
payable (a) to a Category One Participant in a form other than a straight life
annuity over the lifetime of the Participant, or (b) to a Category Two
Participant in any form other than a 10-year certain annuity; or which
commences at any time prior to the Participant's Normal Retirement Date, shall
be the Actuarial Equivalent of the Supplemental Retirement Benefit set forth in
Sections 3.1, 3.2 and 3.3 above as determined by the same actuarial adjustments
as those specified in the Qualified Plan with respect to determination of the
amount of the Qualified Plan Retirement Benefit on the date for commencement of
payment hereunder.
9
<PAGE>
3.10 Inactive Participants. If a Category II Participant or a Category
III Participant is designated as an Inactive Participant by the Committee
pursuant to Article II, such Participant shall cease to accrue additional
benefits under the Plan. The Supplemental Retirement Benefit for an Inactive
Participant shall be computed based on the Years of Service credited to such
Participant as of the date he became an Inactive Participant. An Inactive
Participant shall continue to be subject to all of the remaining provisions of
the Plan, including, without limitation, the vesting provisions of Article V.
ARTICLE IV
SUPPLEMENTAL SURVIVOR BENEFIT
4.1 Amount. If a Participant dies prior to commencement of payment of
his Qualified Plan Retirement Benefit under circum stances in which a Qualified
Plan Survivor Benefit is payable to his beneficiary, then a Supplemental
Survivor Benefit is payable to his Designated Beneficiary as hereinafter
provided. The monthly amount of the Supplemental Survivor Benefit payable to a
Designated Beneficiary shall be as follows:
(a) Category One Benefit: 50% of the Supplemental Retirement
Benefit accrued at the date of death shall be payable to the Surviving
Spouse as a Supplemental Survivor Benefit for the life of the
Surviving Spouse, reduced by the actuarial reduction factor used in
determining the Qualified Joint and Survivor Annuity under the
Qualified Plan.
(b) Category Two Benefit:
(i) Preretirement Survivor Benefit. If a Category Two
Participant dies prior to the com mence ment of Supplemental
Retirement Benefit pay ments, his Designated Beneficiary shall
be entitled to receive a Supplemental Survivor Benefit equal
to 100% of the Supplemental Retirement Benefit accrued at the
date of death.
10
<PAGE>
(ii) Post-retirement Survivor Benefit. If a
Category Two Participant dies after the commence-
ment of Supplemental Retirement Benefit payments,
his Designated Beneficiary shall be entitled to
receive a Supplemental Survivor Benefit equal to
100% of the Supplemental Retirement Benefit accrued
at retirement less the amount of the Supplemental
Retirement Benefit already paid to the Category Two
Participant.
(c) Category Three Benefit: Determined on an indi-
vidual basis by the Committee.
4.2 Form and Commencement of Benefit. (a) Category One. The
Supplemental Survivor Benefit shall normally be payable over the lifetime of the
Surviving Spouse in monthly installments commencing on the date for commencement
of payment of the Qualified Plan Survivor Benefit to the Surviving Spouse and
terminating on the date of the last payment of the Qualified Plan Survivor
Benefit made before the Surviving Spouse's death.
(b) Category Two and Category Three. The Supplemental Survivor Benefit
shall be paid in the form of a 10-year certain annuity; provided, however, a
Designated Beneficiary may request payment in a different form and the Committee
shall have complete discretion to grant such request, as long as the amount of
payment does not exceed the Actuarial Equivalent of the benefit owed the
Surviving Spouse.
4.3 Inactive Participants. The Supplemental Survivor Benefit for a
Participant who has been designated an Inactive Participant by the Committee
pursuant to Article II shall be computed based on the Years of Service credited
to such Participant as of the date he became an Inactive Participant. An
Inactive Participant shall continue to be subject to all of the remaining
provisions of the Plan, including, without limitation, the vesting provisions of
Article V.
11
<PAGE>
ARTICLE V
VESTING
5.1 Category One. A Category One Participant shall become
vested in his Supplemental Retirement Benefit upon completion of 10
Years of Service.
5.2 Category Two. A Category Two Participant shall become
vested in his Supplemental Retirement Benefit upon completion of 10
Years of Service and attainment of age 55.
5.3 Category Three. A Category Three Participant shall become vested in
his Supplemental Retirement Benefit in accordance with the vesting schedule
established by the Committee at the time the individual becomes a Participant in
the Plan.
5.4 Vesting Upon Change in Control. Notwithstanding the
other provisions of this Article V, all Participants shall become
100% vested upon a Change in Control.
ARTICLE VI
ADMINISTRATION OF THE PLAN
6.1 Administration by the Company. The Company shall be
responsible for the general operation and administration of the
Plan and for carrying out the provisions thereof.
6.2 General Powers of Administration. All provisions set forth in the
Qualified Plan with respect to the administrative powers and duties of the
Company, expenses of administration, and procedures for filing claims shall also
be applicable with respect to the Plan. The Company shall be entitled to rely
conclusively upon all tables, valuations, certificates, opinions and reports
furnished by any actuary, accountant, controller, counsel or other person
employed or engaged by the Company with respect to the Plan.
12
<PAGE>
ARTICLE VII
AMENDMENT OR TERMINATION
7.1 Amendment or Termination. The Company intends the Plan to be
permanent but reserves the right to amend or terminate the Plan when, in the
sole opinion of the Company, such amendment or termination is advisable. Any
such amendment or termination shall be made pursuant to a resolution of the
Board and shall be effective as of the date of such resolution.
7.2 Effect of Amendment or Termination. No amendment or termination of
the Plan shall directly or indirectly deprive any current or former Participant
or Surviving Spouse of all or any portion of any Supplemental Retirement Benefit
or Supplemental Survivor Benefit payment of which has commenced prior to the
effective date of such amendment or termination or which would be payable if the
Participant terminated employment for any reason, including death, on such
effective date.
7.3 Effect of Change in Control. If a Change in Control occurs and the
Plan is not expressly continued by formal action of the Board of Directors of
the transferee, successor or purchaser, all benefits accrued under the Plan
shall become immediately due and payable.
ARTICLE VIII
GENERAL PROVISIONS
8.1 Funding. The Plan at all times shall be entirely unfunded as such
term is defined for purposes of the Employee Retirement Income Security Act
("ERISA"). The Committee may, however, in its sole discretion at any time make
provision for segregating assets of the Company for payment of any benefits her
under and establishing a trust to hold such assets. No Participant, Surviving
Spouse or any other person shall have any interest in any
13
<PAGE>
particular assets of the Company by reason of the right to receive a benefit
under the Plan and any such Participant, Surviving Spouse or other person shall
have only the rights of a general unsecured creditor of the Company with respect
to any rights under the Plan.
8.2 General Conditions. Except as otherwise expressly provided herein,
all terms and conditions of the Qualified Plan applicable to a Qualified Plan
Retirement Benefit or a Qualified Plan Survivor Benefit shall also be applicable
to a Supplemental Retire ment Benefit or a Supplemental Survivor Benefit payable
hereunder. Any Qualified Plan Retirement Benefit or Qualified Plan Survivor
Benefit, or any other benefit payable under the Qualified Plan, shall be paid
solely in accordance with the terms and conditions of the Qualified Plan and
nothing in this Plan shall operate or be construed in any way to modify, amend
or affect the terms and provisions of the Qualified Plan.
8.3 No Guaranty of Benefits. Nothing contained in the Plan
shall constitute a guaranty by the Company or any other entity or
person that the assets of the Company will be sufficient to pay any
benefit hereunder.
8.4 No Enlargement of Employee Rights. No Participant or Surviving
Spouse shall have any right to a benefit under the Plan except in accordance
with the terms of the Plan. Establishment of the Plan shall not be construed to
give any Participant the right to be retained in the service of the Company.
8.5 Spendthrift Provision. No interest of any person or entity in, or
right to receive a benefit under, the Plan shall be subject in any manner to
sale, transfer, assignment, pledge, attachment, garnishment, or other alienation
or encumbrance of any kind; nor may such interest or right to receive a benefit
be taken, either voluntarily or involuntarily, for the satisfaction of the debts
of, or other obligations or claims against, such person or
14
<PAGE>
entity, including claims for alimony, support, separate maintenance and claims
in bankruptcy proceedings.
8.6 Arbitration of Disputes. Any controversy or claim arising out of,
or in any way relating to this Plan shall be settled by arbitration in the city
of High Point, North Carolina, in accordance with the rules then in force of
the American Arbitration Association.
8.7 Small Benefits. If the actuarial value of any Supplemental
Retirement Benefit or Supplemental Survivor Benefit is less than $3,500, the
Company may pay the actuarial value of such Benefit to the Participant or
Surviving Spouse in a single lump sum in lieu of any further benefit payments
hereunder.
8.8 Incapacity of Recipient. If any person entitled to a benefit
payment under the Plan is deemed by the Company to be incapable of personally
receiving and giving a valid receipt for such payment, then, unless and until
claim therefor shall have been made by a duly appointed guardian or other legal
representative of such person, the Company may provide for such payment or any
part thereof to be made to any other person or institution then contributing
toward or providing for the care and maintenance of such person. Any such
payment shall be a payment for the account of such person and a complete
discharge of any liability of the Company and the Plan therefor.
8.9 Corporate Successors. The Plan shall not be automatically
terminated by a transfer or sale of assets of the Company or by the merger or
consolidation of the Company into or with any other corporation or other entity,
but the Plan shall be continued after such sale, merger or consolidation only if
and to the extent that the transferee, purchaser or successor entity agrees to
continue the Plan. In the event that the Plan is not continued by the
15
<PAGE>
transferee, purchaser or successor entity, then the Plan shall terminate
subject to the provisions of Sections 7.2 and 7.3.
8.10 Unclaimed Benefit. Each Participant shall keep the Company
informed of his current address and the current address of his spouse. The
Company shall not be obligated to search for the where abouts of any person. If
the location of a Participant is not made known to the Company within three (3)
years after the date on which payment of the Participant's Supplemental
Retirement Benefit may first be made, payment may be made as though the
Participant had died at the end of the three-year period. If, within one
additional year after such three-year period has elapsed, or, within three years
after the actual death of a Participant, the Company is unable to locate any
Surviving Spouse of the Participant, then the Company shall have no further
obligation to pay any benefit hereunder to such Participant or Surviving Spouse
or any other person and such benefit shall be irrevocable forfeited.
8.11 Discharge of Obligations. Any payment made under this Plan in good
faith by the Company shall completely discharge the Company of any liability to
any other individual who asserts a claim to such payment.
8.12 Limitations on Liability. Notwithstanding any of the preceding
provisions of the Plan, neither the Company nor any individual acting as an
employee or agent of the Company shall be liable to any Participant, former
Participant, Surviving Spouse or any other person for any claim, loss, liability
or expense incurred in connection with the Plan.
8.13 Applicable Law. The Plan shall be construed and administered
under the laws of the State of North Carolina.
16
<PAGE>
IN WITNESS WHEREOF, this Plan has been executed this the _____ day of
__________________, 19___.
LADD FURNITURE, INC.
By:_________________________________
Chairman of the Board and
Chief Executive Officer
ATTEST:
- ----------------------------
Secretary
[CORPORATE SEAL]
17
<PAGE>
APPENDIX A
LIST OF QUALIFIED PLANS
1. Retirement Plan for Salaried Employees of LADD Furniture, Inc.
2. Retirement Plan for Salaried Employees of Sperry & Hutchinson
Furniture, Inc.
3. Retirement Plan for Employees of Pennsylvania House, Inc.
4. Retirement Plan for Salaried Employees of Brown Jordan Company
Effective Date: June 23, 1994
18
EXHIBIT 10.2
PROPOSED
LADD FURNITURE, INC.
1997 LONG-TERM INCENTIVE PROGRAM
PLAN HIGHLIGHTS
1. The Long-Term Incentive Program consists of an annual award of the
following two elements:
- Stock Option Grants
- Performance Bonus payable in cash and stock at the end of a 3-
year planning period (1997-1999).
2. Award levels are based on a percentage of the participant's base salary
in effect when the award is granted as follows:
a) LADD President (CEO) and Executive Vice Presidents
% of Salary
Stock Options 40.0%
Performance Bonus 25.0%
Total 65.0%
b) Operating Company Presidents, VP Human Resources, VP Market
Development
% of Salary
Stock Options 25.0%
Performance Bonus 25.0%
Total 50.0%
3. Valuation of Performance Bonus at the end of the 3-year planning period
will be based on the following performance criteria achieved by LADD
Furniture, Inc.
1
<PAGE>
AGGREGATE EPS FOR 1997, 1998 AND 1999
Minimum Incentive $ 3.50
Target Incentive $ 4.00
Maximum Incentive $ 4.50
4. The Performance Bonus will be valued at the end of the performance
period using a graduated scale ranging between 12.5% and 37.5% of base
salary. Minimum performance levels are required to receive any payment.
- Minimum Incentive - 12.5% of Base Salary
- Target Incentive - 25.0% of Base Salary
- Maximum incentive - 37.5% of Base Salary
Payments for Performance Bonus earned will be made by June 1, 2000.
Payments will be made 50% in cash and 50% in shares of LADD stock.
5. Stock Options will be granted at market price on the day of the grant,
and, as long as the participant remains an employee of LADD, will be
vested as follows:
After 1 Year 25%
After 2 Years 50%
After 3 Years 75%
After 4 Years 100%
6. The participant must be an employee at the end of the planning period
to receive any payment for the Performance Bonus. If the participant
changes LADD business units during the planning period, a pro-rata
share of the earned Performance Bonus will be granted for the period
the individual participated in the Long-Term Incentive Program in the
respective business units.
7. Participants who enter the plan other than at the beginning of the
planning period will receive stock options and performance bonus as
recommended by management and approved by the Compensation Committee
and the Board of Directors.
8. When a plan participant retires (minimum age 55), dies or becomes
disabled during a three-year plan period, the Compensation Committee
and the Board of Directors
2
<PAGE>
will determine the amount and terms of payment of performance bonus
earned.
9. The company has the sole right to exclude from the operating profits of
each organizational unit items such as, but not limited to,
extraordinary income from the sale of assets, litigation recoveries,
income or expenses attributable to changes in accounting methods, bad
debt charges and inventory valuations and similar items. Such
determinations will be made without recourse by an Incentive Plan
participant as to the effect, if any, on the incentive payment amount.
10. The earned performance bonus paid in stock will be restricted from
sale for a period of 2 years from issue date.
March 5, 1997
3
<PAGE>
EXHIBIT 10.3
[EXECUTION COPY]
AMENDMENT NO. 3 AND CONSENT
to
LOAN AND SECURITY AGREEMENT
dated as of July 12, 1996
THIS AMENDMENT NO. 3 AND CONSENT dated as of December 23,
1996 is made by LADD FURNITURE, INC., a North Carolina corporation, AMERICAN
FURNITURE COMPANY, INCORPORATED, a Virginia corporation, BARCLAY FURNITURE CO.,
a Mississippi corporation, CLAYTON-MARCUS COMPANY, INC., a North Carolina
corporation, LADD CONTRACT SALES CORPORATION, a North Carolina corporation, LADD
INTERNATIONAL SALES CORP., a Barbados corporation, LADD TRANSPORTATION, INC., a
North Carolina corporation, LEA INDUSTRIES, INC., a North Carolina corporation,
PENNSYLVANIA HOUSE, INC., a North Carolina corporation, PILLIOD FURNITURE, INC.,
a North Carolina corporation, NATIONSBANK, N.A. (SOUTH), a national banking
association ("NationsBank"), FLEET CAPITAL CORPORATION, a Rhode Island
corporation ("Fleet" and together with NationsBank, the "Co-Agents"), the
financial institutions parties to the Loan Agreement (as hereinafter defined)
from time to time (the "Lenders"), and NATIONSBANK as administrative agent for
the Lenders (the "Administrative Agent").
Preliminary Statements
The Borrowers, the Lenders, the Co-Agents and the
Administrative Agent are parties to a Loan and Security Agreement dated as of
July 12, 1996, as amended by Amendment No. 1 dated as of August 15, 1996 and
Amendment No. 2 dated as of October 10, 1996 (said Agreement, as so amended, the
"Loan Agreement"; terms defined therein and not otherwise defined herein being
used herein as therein defined).
LADD has informed the Lenders and the Administrative Agent of
its intention to take or cause the following actions to be taken:
1. American will transfer all of the shares of Lea (NC) to LADD
in a spinoff;
2. Lea (NC) will be merged with and into LADD, with LADD being
the surviving corporation of such merger;
3. LADD will contribute the Lea (NC) plant located in Chilhowie,
Virginia and the Equipment, Inventory and other tangible
assets related to the operations of the Chilhowie plant to
American;
4. Pennsylvania House will prepay $4.7 million principal amount
(together with accrued and unpaid interest in the approximate
amount of $168,000 (assuming
-1-
<PAGE>
prepayment on or before February 28, 1997)) of unsecured
industrial revenue development bonds related to its plant in
Monroe, North Carolina;
5. Pennsylvania House will sell the Monroe plant to the entity
identified, substantially on the terms summarized in Annex A
hereto;
6. Clayton-Marcus will lease the Monroe plant from the entity
identified, substantially on the terms summarized in Annex A
hereto;
7. Pennsylvania House will transfer to Clayton-Marcus the
Equipment, Inventory and other tangible assets related to the
operations of the Monroe plant in exchange for common stock of
Clayton-Marcus; and
8. Pennsylvania House will distribute all Clayton-Marcus stock so
received by it to LADD as a dividend distribution to its sole
shareholder.
All of the transactions summarized at points 1 through 3 (the "Lea Transaction")
above will occur substantially simultaneously; all of the transactions
summarized at points 4, 7 and 8 (the "PH Debt Transaction") will occur
substantially simultaneously; and all of the transactions summarized at points 5
and 6 (the "Monroe Sale-Leaseback") will occur substantially simultaneously.
The Borrowers have requested the consent of the Lenders and
the Administrative Agent to such of the transactions summarized above as would
otherwise constitute a breach or violation of one or more provisions of the Loan
Agreement and to agree to certain amendments to the Loan Agreement and other
Loan Documents to recognize and give effect to the corporate restructuring and
asset transfers effected by such transactions and to permit the permanent
reduction of the Revolving Credit Facility.
Accordingly, in consideration of the Loan Agreement, the Loans
made by the Lenders and outstanding thereunder, the mutual promises hereinafter
set forth and other good and valuable consideration the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Amendments to Loan Agreement. The Loan Agreement is
hereby amended, subject to the provisions of Section 3, by amending Section 1.1
Definitions by deleting from the definition "Borrower" the phrase "Lea (NC)."
Section 2. Consent and Waiver. The Lenders hereby consent,
subject to the provisions of Section 3, to (a) the consummation by the relevant
Borrowers of the Lea Transaction, the PH Debt Transaction and the Monroe
Sale-Leaseback and waive compliance and the effects of non-compliance by the
Borrowers with the provisions of Sections 12.4, 12.6, 12.7 and 12.8 of the Loan
Agreement, to the extent that any transaction included in the Lea Transaction,
the PH Debt Transaction or the Monroe Sale-Leaseback would violate or
constitute a breach thereof, PROVIDED, that, as to each of the Lea Transaction,
the PH Debt
-2-
<PAGE>
Transaction and the Monroe Sale-Leaseback, none of the transactions included
therein shall be consummated unless and until all the related transactions are
consummated and the Lea Transaction and the PH Debt Transaction may occur
without any other transactions being consummated, but the Monroe Sale-Leaseback
may not occur unless the PH Debt Transaction is also consummated substantially
simultaneously, and, PROVIDED FURTHER, that, the sale proceeds in respect of the
Monroe plant received by Pennsylvania House arising out of the Monroe
Sale-Leaseback, net of commissions and other costs of sale, shall be applied to
the Term Loan in accordance with the provisions of Section 5.9 as if such net
proceeds were "Net Proceeds" of an Asset Disposition and (b) the permanent
reduction of the Revolving Credit Facility by $15,000,000 (from $125,000,000 to
$110,000,000) as of January 1, 1997.
Section 3. Effectiveness of Amendment. (a) Sections 1 and 2(a)
of this Amendment shall become effective on the date (the "Amendment Effective
Date") on which the Administrative Agent shall have received each of the
following documents (and sufficient copies for each Lender) and other
deliveries:
(i) this Amendment duly executed and delivered by the Borrower
and the Lenders,
(ii) a certificate of the Secretary of each Borrower having
attached thereto the articles or certificate of incorporation and bylaws of such
Borrower as in effect on the Amendment Effective Date attached thereto (or
containing the certification of such Secretary that no amendment or modification
of such articles or certificate or bylaws has become effective since the last
date on which such documents were delivered to the Administrative Agent pursuant
to the Loan Agreement), having attached thereto a copy of the corporate action
of LADD and the other relevant Borrowers authorizing the Lea Transaction, the PH
Debt Transaction and the Monroe Sale-Leaseback, and to the further effect that
the incumbency certificate and corporate action delivered in connection with the
occurrence of the Effective Date remain in effect, unchanged,
(iii) a certificate of the President of LADD or the Financial
Officer to the effect that, after giving effect to this Amendment,
(A) the representations and warranties of the Borrowers
contained in the Loan Documents are true and correct in all material
respects on and as of the Amendment Effective Date as if made on and as
of such date, having attached thereto any revised Schedules necessary
to permit such certification, including but not limited to Schedules
7.1(a), (b), (c), (f), (h), (i), (j), (t), (u), (v) and (w) to the Loan
Agreement, and
(B) no Default or Event of Default has occurred and is
continuing, and such statements shall be true;
-3-
<PAGE>
(iv) such additional Financing Statements as are necessary or
desirable to maintain the Security Interest in compliance with the provisions of
Article 8 of the Loan Agreement, or as the Administrative Agent may request,
duly executed and delivered by the relevant Borrower(s), and evidence
satisfactory to the Administrative Agent that the said Financing Statements have
been filed in each jurisdiction where such filing may be necessary or
appropriate;
(v) evidence satisfactory to the Administrative Agent that the
Lea Transaction has been consummated in accordance with the summary thereof
appearing in the Preliminary Statements above;
(vi) evidence satisfactory to the Administrative Agent, which
shall include paid endorsements (or commitments to issue the same, satisfactory
to the Administrative Agent in its sole discretion) to the existing policies of
mortgagee title insurance in respect of the Chilhowie plant and the plant owned
by Lea (NC) located in Marion, Virginia, that fee title to such Real Estate is
held by a Borrower, that such Real Estate continues to be subject to the Lien of
the Mortgage affecting such Real Estate and to no other Lien or exception to
title that the Administrative Agent has not approved in writing, with priority
from the date of recording of the relevant Mortgage;
(vii) such other documents, certificates and instruments in
connection with the effectiveness of this Amendment as the Administrative Agent
or any Lender may reasonably request.
(b) Section 2(b) of this Amendment shall become effective on
or after the Amendment Effective Date upon receipt by the Administrative Agent
of an amount equal to $18,750, for the account of the Lenders, in consideration
of the early reduction of the Revolving Credit Facility.
Section 4. Additional Covenant of Borrowers. Contemporaneously
with the execution and delivery of the lease between Clayton-Marcus and the
owner of the Monroe plant as part of the Monroe Sale-Leaseback, the Borrowers
will deliver to the Administrative Agent a landlord's waiver and consent
agreement, in form and substance satisfactory to the Administrative Agent and
duly executed on behalf of the owner of the Monroe plant.
Section 5. Effect of Amendment. From and after the
effectiveness of this Amendment:
(a) Lea Industries, Inc., a North Carolina corporation, shall
no longer be a "Borrower." Each of the Borrowers expressly acknowledges,
consistent with the provisions of Sections 5.19, 5.20 and 5.21 of the Loan
Agreement, that the merger of Lea (NC) with and into LADD does not impair or
otherwise affect such Borrower's liability in respect of the Secured
Obligations, and
-4-
<PAGE>
(b) all references in the Loan Agreement and in any other Loan
Document to "this Agreement," "the Loan Agreement," "hereunder," "hereof" and
words of like import referring to the Loan Agreement, shall mean and be
references to the Loan Agreement as amended by this Amendment.
Except as expressly amended hereby, the Loan Agreement and all terms, conditions
and provisions thereof remain in full force and effect and are hereby ratified
and confirmed. The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or the Administrative Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan
Documents.
Section 6. Counterpart Execution; Governing Law.
(a) Execution in Counterparts. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same agreement.
(b) Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Georgia.
-5-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
BORROWERS:
LADD FURNITURE, INC.
By: /s/ William S. Creekmuir
___________________________
William S. Creekmuir
Executive Vice President
AMERICAN FURNITURE COMPANY,
INCORPORATED
By: /s/ William S. Creekmuir
___________________________
William S. Creekmuir
Vice President
BARCLAY FURNITURE CO.
By: /s/ William S. Creekmuir
___________________________
William S. Creekmuir
Vice President
CLAYTON-MARCUS COMPANY, INC.
By: /s/ William S. Creekmuir
___________________________
William S. Creekmuir
Vice President
LADD CONTRACT SALES CORP.
By: /s/ William S. Creekmuir
___________________________
William S. Creekmuir
Vice President
-6-
<PAGE>
LEA INDUSTRIES, INC.
(a North Carolina corporation)
By: /s/ William S. Creekmuir
___________________________
William S. Creekmuir
Vice President
PENNSYLVANIA HOUSE, INC.
By: /s/ William S. Creekmuir
___________________________
William S. Creekmuir
Vice President
PILLIOD FURNITURE, INC.
By: /s/ William S. Creekmuir
___________________________
William S. Creekmuir
Vice President
LADD TRANSPORTATION, INC.
By: /s/ William S. Creekmuir
___________________________
William S. Creekmuir
Vice President
LADD INTERNATIONAL SALES CORP.
By: /s/ William S. Creekmuir
___________________________
William S. Creekmuir
Vice President
-7-
<PAGE>
AGENTS/LENDERS:
NATIONSBANK, N.A. (SOUTH), as
Administrative Agent, a Co-Agent and as a
Lender
By: /S/ David J. Sapp
___________________________
David J. Sapp
Vice President
FLEET CAPITAL CORPORATION, as a Co-
Agent and as a Lender
By: /s/ John W. Getz
_________________________
Name: John W. Getz
Title: SVP
BANKAMERICA BUSINESS CREDIT, INC.,
as a Lender
By:___________________________
Name:
Title:
THE CIT GROUP/BUSINESS CREDIT,
INC., as a Lender
By:/s/ Robert Bernill
___________________________
Name: Robert Bernill
Title: VP
SANWA BUSINESS CREDIT CORPORATION,
as a Lender
By:___________________________
Name:
Title:
-8-
<PAGE>
THE FIRST NATIONAL BANK OF BOSTON,
as a Lender
By: /s/ John C. Todd
___________________________
Name: John C. Todd
Title: Director
CREDITANSTALT CORPORATE FINANCE,
INC., as a Lender
By: Robert M. Biringer
___________________________
Name: Robert M. Biringer
Title: Executive Vice President
BRANCH BANKING AND TRUST COMPANY,
as a Lender
By: /s/ Michael Cox
___________________________
Name: Michael Cox
Title: Vice President
-9-
LADD FURNITURE, INC.
1997 MANAGEMENT INCENTIVE PLAN
PLAN HIGHLIGHTS
1. Incentive payments based on financial performance and individual
performance as follows:
For Corporate Participants
o achievement of PAT target
o achievement of ROAE target (selected management)
o achievement of individual objectives
For Operating Group and Company Participants o
achievement of PBT targets o achievement of ROIC
targets (presidents only) o achievement of individual
objectives
2. No incentive payments will be made to any individual if the operating
unit to which the individual is assigned does not achieve minimum PBT or
PAT targets. Incentive payment expense will be accrued in results before
calculation of profit.
3. Total of 142 officers and key managers to participate in the plan
(Exhibit I). Maximum incentives range from 10% to 100% of January 1,
1997 base salary. Incentive payments are based on achieving performance
criteria established by senior management.
4. Program includes $50,000 discretionary incentive pool for extraordinary
performance by LADD employees not covered by the Management Incentive
Plan.
5. Estimated incentive payout at planned performance levels is $2.9
million.
6. Incentives earned in 1997 will be paid in cash after completion of
annual audit (not later than March 31, 1998).
7. In the event of a transfer of a participant during the fiscal year to an
operating unit other than the unit in which originally a Plan
participant, an appropriate adjustment will be made in Incentive Plan
eligibility pro-rata for the time worked in each unit.
8. In the event of a promotion of a participant within the same operating
unit, an appropriate adjustment will be made in Incentive Plan
eligibility pro-rata. In the event of a demotion which would place
participants in a position substantially different from that in which
they were nominated as a participant, an appropriate adjustment may be
made as to the amount of incentive payment for which they are eligible
as determined by the Compensation Committee of the Board of Directors.
9. Participants will forfeit all income from plan if employment is
terminated prior to January 1, 1998 for any reason other than death,
disability or retirement (over age 55).
10. The 1997 Management Incentive Plan only applies to fiscal year 1997.
<PAGE>
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
LADD Furniture, Inc.:
We consent to incorporation by reference in the Registration Statements (Nos.
33-53341, 333-3129, 333-19565, and 333-19539) on Form S-8 of LADD Furniture,
Inc. of our reports dated February 7, 1997, relating to the consolidated balance
sheets of LADD Furniture, Inc. and subsidiaries as of December 30, 1995 and
December 28, 1996, and the related consolidated statements of operations,
shareholders' equity and cash flows and related schedule for each of the years
in the three-year period ended December 28, 1996 which reports appear in the
December 28, 1996 annual report on Form 10- K of LADD Furniture, Inc. contained
in the Appendix to the Proxy Statement for the 1997 Annual Shareholders Meeting.
KPMG Peat Marwick LLP
Greensboro, North Carolina
March 26, 1997
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-28-1996
<PERIOD-END> DEC-28-1996
<CASH> 469
<SECURITIES> 0
<RECEIVABLES> 66,730
<ALLOWANCES> 3,005
<INVENTORY> 84,484
<CURRENT-ASSETS> 157,451
<PP&E> 74,729
<DEPRECIATION> 78,565
<TOTAL-ASSETS> 313,595
<CURRENT-LIABILITIES> 59,535
<BONDS> 125,859
0
0
<COMMON> 2,316
<OTHER-SE> 120,760
<TOTAL-LIABILITY-AND-EQUITY> 313,595
<SALES> 497,457
<TOTAL-REVENUES> 497,457
<CGS> 411,697
<TOTAL-COSTS> 411,697
<OTHER-EXPENSES> 90,262
<LOSS-PROVISION> 3,308
<INTEREST-EXPENSE> 12,069
<INCOME-PRETAX> (4,502)
<INCOME-TAX> (2,032)
<INCOME-CONTINUING> (2,470)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,470)
<EPS-PRIMARY> (.32)
<EPS-DILUTED> (.32)
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
LADD Furniture, Inc.:
Under date of February 7, 1997, we reported on the consolidated balance sheets
of LADD Furniture, Inc. and subsidiaries as of December 30, 1995 and December
28, 1996, and the related consolidated statements of operations, shareholders'
equity and cash flows for each of the years in the three-year period ended
December 28, 1996, as contained in the Appendix to the Proxy Statement for the
1997 Annual Shareholders Meeting. These consolidated financial statements and
our report thereon are included in the annual report on Form 10-K for the year
ended December 28, 1996, also contained in the Appendix to the Proxy Statement
for the 1997 Annual Shareholders Meeting. In connection with our audits of the
aforementioned consolidated financial statements, we also have audited the
related financial statement schedule as listed in the accompanying index. This
financial statement schedule is the responsibility of the company's management.
Our responsibility is to express an opinion on this financial statement schedule
based on our audits.
In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.
KPMG Peat Marwick LLP
Greensboro, North Carolina
February 7, 1997
F-1
<PAGE>
LADD FURNITURE, INC. AND SUBSIDIARIES Schedule II
------------------
Valuation and Qualifying Accounts and Reserves
(dollar amounts in thousands)
<TABLE>
<CAPTION>
Charged
Balance at (credited) Balance at
beginning of to costs and Charged to Deductions end of
Description year expenses other accounts (c) year
- ------------------------------ --------- ---------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C>
Year ended December 28, 1996
Doubtful receivables $2,553 3,308 (540)(a) (3,696) 1,625
Discounts 123 (40)(d) - - 83
Returns and allowances 1,381 (84)(d) - - 1,297
--------- ---------- ------------ ------------- ------------
$4,057 3,184 (540) (3,696) 3,005
========= ========== ============ ============= ============
Year ended December 30, 1995
Doubtful receivables $2,832 2,898 (1,085)(a) (2,091) 2,553
Discounts 0 123 (d) - - 123
Returns and allowances 1,462 (36)(d) (45)(a) - 1,381
--------- ---------- ------------ ------------- ------------
$4,294 2,985 (1,130) (2,091) 4,057
========= ========== ============ ============= ============
Year ended December 31, 1994
Doubtful receivables $3,316 1,521 338 (b) (2,343) 2,832
Returns and Allowances 862 294 (d) 306 (b) - 1,462
--------- ---------- ------------ ------------- ------------
$4,178 1,815 644 (2,343) 4,294
========= ========== ============ ============= ============
</TABLE>
Notes
(a) Represents businesses divested or reclassified to businesses held for
sale.
(b) Represents initial reserves of acquired business.
(c) Represents uncollectible receivables written-off, net of recoveries.
(d) Represents net increase (decrease) in required reserve.
F-2
