UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE FISCAL YEAR ENDED APRIL 24, 1999 Commission File No. 1-9656 LA-Z-BOY INCORPORATED 1284 N. Telegraph Road, Monroe, MI 48162 (734) 242-1444 Incorporated in Michigan I.R.S. Employer Identification Number 38-0751137 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Title of Each Class Exchange on Which Registered Common Stock, $1.00 Par Value New York Stock Exchange Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No __ Indicate by check mark if the 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 the 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 Based on the closing price of June 18, 1999, the aggregate market value of common stock held by nonaffiliates of the registrant was $1.2 billion. The number of common shares outstanding of the Registrant was 52,262,722 as of June 18, 1999. DOCUMENTS INCORPORATED BY REFERENCE: (1) Portions of the 1999 Annual Report to Shareholders for the year ended April 24, 1999 are incorporated by reference in Part I, II and IV. (2) Portions of the Annual Proxy Statement filed with the Securities and Exchange Commission on June 25, 1999 are incorporated by reference into Part III. TABLE OF CONTENTS FORM 10-K ANNUAL REPORT - 1999 LA-Z-BOY INCORPORATED PART I Page Item 1. Business..............................................1 Item 2. Properties............................................4 Item 3. Legal Proceedings.....................................7 Item 4. Submission of Matters to a Vote of Security Holders...7 PART II Items 5. through 8.............................................7 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures..................7 PART III Items 10. through 13...........................................7 PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K......................................7 PART I ITEM 1. BUSINESS. Information required in Part I, Item 1, section (a) is contained in the Registrant's 1999 Annual Report to Shareholders in Note 2 on page 22 and Note 13 on page 27 of the Registrant's consolidated financial statements and is incorporated herein by reference. Principal Products The Registrant operates in the furniture industry. "Residential" dealers are those who resell to individuals for their home use including upholstered furniture as well as casegoods. "Business Furniture" dealers are those who resell seating and casegood products to commercial users. Additional information regarding products and market share data is contained in the Registrant's 1999 Annual Report in Note 11 on pages 26 and 27 and on page 28 in the Introductory section of the Management Discussion and Analysis and is incorporated herein by reference. Industry Segments Additional information required with respect to industry segments is contained in the Registrant's 1999 Annual Report in Note 11 on pages 26 and 27 and is incorporated herein by reference. Status of New Products or Segments During fiscal year 1999, the Registrant did not add any major products or segments. Raw Materials The principal raw materials used by the Registrant in the manufacture of its products are hardwoods for solid wood dining room and bedroom furniture, casegoods, occasional tables and for the frame components of seating units; plywood and chipwood for internal parts; veneers for wall units and occasional tables; water-based and liquid finishes (stains, sealant, lacquers) for external wood; steel for the mechanisms; leather, cotton, wool, synthetic and vinyl fabrics for covers; and polyester batting and non-chlorofluorocarbonated polyurethane foam for cushioning and padding. Steel and wood products are generally purchased from a number of sources, usually in the vicinity of the particular plant, and product-covering fabrics and polyurethane are purchased from a substantial number of sources on a mostly centralized basis. The Registrant fabricates many of the parts in its products, largely because quality parts made to its exact specifications are not obtainable at reasonable cost from outside sources. Raw material costs historically have been about 38 percent of sales in the upholstery operations and a somewhat higher percentage in the casegoods operations. Purchased fabric (which includes leather) is the largest single raw material cost representing about 41 percent of total upholstery product material costs. Polyurethane (poly) foam and lumber are the next two largest types of upholstery raw material costs. Poly is sensitive to changes in the price of oil. Price increases for raw materials have been slightly lower than the inflation rate in recent years and are expected to continue at this rate. 1
Lumber historically has had measurable changes in prices over the short term and long term. The Registrant is usually not as affected by these changes as much as many other furniture manufacturers due to the large percentage of upholstered goods manufactured that do not require as much lumber as casegoods. Also, wood substitutes, (e.g. steel, plastic) can be used to some degree in upholstered products. Patents, Licenses and Franchises or Concessions The Registrant has a number of patents on its reclining chair and rocking chair mechanisms, which it believes were important to the early success of the Registrant and to its present competitive position. It believes, however, that since it is so firmly established in the industry, the loss of any single or small group of patents would not materially affect the Registrant's business. In addition to the patent on the mechanisms, the Registrant has obtained patents on some of its furniture designs. The Registrant has no material licenses, franchises or concessions. Seasonal Business The Registrant generally experiences its lowest level of sales during its first quarter. When possible, the scheduling of production is designed to maintain generally uniform manufacturing activity throughout the year, except for mid summer plant shutdowns to coincide with slower sales. Practices Regarding Working Capital Items The Registrant does not carry significant amounts of upholstered finished goods inventory to meet rapid delivery requirements of customers or to assure itself of a continuous allotment of goods from suppliers. Normal customer terms provide for one payment due within 45 days with a 1 percent discount within 30 days (one installment, 1 percent discount 30 net 45). Extended dating is often offered on sales promotions. Most casegoods finished goods inventories are built to provide for quicker delivery requirements of customers without installment credit terms, therefore, resulting in higher levels of finished product on hand at any period in time than the upholstered products. Kincaid and Hammary divisions primarily sell casegood products. Casegoods are also sold through the Business Furniture Group. Customers The Registrant distributes to over 20,000 locations. The Registrant does not have any customer whose sales amount to 3 percent or more of its consolidated sales for fiscal year 1999. The Registrant's approximate dealer mix consisted of 43 percent proprietary, 16 percent to major dealers (Montgomery Ward and other department stores) and 41 percent to general dealers. Proprietary dealers consist of stores either dedicated to the sale of La-Z-Boy products or with a La-Z-Boy gallery within their store. The dedicated stores include La-Z-Boy Furniture Galleries stores and Showcase Shoppes. In-store dedicated galleries have been established for many of the Registrant's divisions. 2
Orders and Backlog It has been determined that the majority of the Registrant's Residential division orders are for dealer stock, with approximately 39 percent of orders being requested directly by customers. Furthermore, about 7 percent of units produced at all divisions are built for the Registrant's inventory. The remainder are "built-to-order" for dealers. As of May 31, 1999 and May 31, 1998, backlogs were approximately $108 million and $93 million, respectively. These amounts represent less than five weeks of sales. On average, orders are shipped in approximately five weeks. The measure of backlog at a point in time may not be indicative of future sales performance. The Registrant does not rely entirely on backlogs to predict future sales since the sales cycle is only five weeks and backlog can change from week to week. The cancellation policy for La-Z-Boy Incorporated, in general, is that an order cannot be canceled after it has been selected for production. Orders from prebuilt stock, though, may be canceled up to the time of shipment. Renegotiation Contracts The Registrant does not have any material portion of business which may be subject to renegotiation of profits or termination of contracts or subcontracts at the election of the Government. Competitive Conditions The Registrant believes that it ranks third in the U.S. in dollar volume of sales within the Residential furniture industry, which includes manufacturers of bedroom, dining room and living room furniture. Some of the larger companies that compete with the Residential side of La-Z-Boy are: Bassett Furniture, Ethan Allen, Furniture Brands International, Ladd Furniture, Lifestyle Furnishings International and Natuzzi. The Registrant competes primarily by emphasis on the quality of its products, dealer support, brand name and a lifetime warranty on the reclining and leg rest mechanisms. The Registrant has approximately fifteen major competitors in the U.S. reclining or motion chair field and a substantially larger number of competitors in the upholstery business as a whole, as well as in the casegoods and Business Furniture businesses. Research and Development Activities The Registrant spent $8.4 million in fiscal 1999 for new product development, existing product improvement, quality control, improvement of current manufacturing operations and research into the use of new materials in the construction of its products. The Registrant spent $9.5 million in fiscal 1998 on such activities and $8.3 million on such activities in fiscal 1997. The Registrant's customers generally do not engage in research with respect to the Registrant's products. 3
Compliance with Environmental Regulations Information relating to Compliance with Environmental Regulations is included in Note 12 of the Consolidated Financial Statements appearing on page 27 of La-Z-Boy Incorporated Annual Report to Shareholders for 1999 and is incorporated herein by reference. Number of Employees The Registrant and its subsidiaries employed 12,796 persons as of April 24, 1999 and 12,155 persons as of April 25, 1998. Financial Information about Foreign and Domestic Operations and Export Sales The Registrant does not make any material amount of sales of upholstered furniture from export sales, which are about 2% of sales. The Registrant sells upholstered furniture to Canadian customers through its Canadian subsidiary, La-Z-Boy Canada Limited. Sales in Europe also occur through the Registrant's subsidiary Centurion Furniture plc, which is located in the United Kingdom. The Registrant also derives a small amount of royalty revenues from the sale and licensing of its trademarks, tradenames and patents to certain foreign manufacturers. ITEM 2. PROPERTIES. The Registrant operates thirty-four manufacturing plants (most with warehousing space), has an automated fabric-processing center and has divisional and corporate offices. Some locations listed on the following page have more than one plant. The location of these plants, the approximate floor space, principal operations conducted, the average age and the approximate number of employees at such locations as of April 24, 1999 are as follows: Facilities' Floor Space Average Number of Location (square feet) Operations Conducted Age Employees - ---------------- ------------- ------------------------ ----------- --------- Bedford,Virginia 285,431 Manufacturing and 40 348 (Sam Moore) assembly of upholstery Clearfield, 48,000 Upholstering and assembly 8 39 Utah of upholstery (England/Corsair) Dayton, 910,880 Manufacturing, assembly 16 2,270 Tennessee and warehousing of (Residential) upholstery and R & D 4
Facilities' Floor Space Average Number of Location (square feet) Operations Conducted Age Employees - ---------------- ------------- ------------------------ ----------- --------- Florence, 416,249 Manufacturing, assembly 29 441 South Carolina and warehousing of (Residential) upholstery Florence, 48,400 Fabric processing center 22 16 South Carolina (Residential) Hudson area, 1,072,745 Manufacturing, assembly 32 1,195 North Carolina and warehousing of (Kincaid) casegoods and division office Irapuato, 30,000 Manufacturing of 21 70 Mexico upholstery (Distincion Muebles) Leland, 311,990 Manufacturing, assembly 23 303 Mississippi and warehousing of (Contract) upholstery and warehousing of Business Furniture casegoods Lenoir area, 654,688 Manufacturing, assembly 31 406 North Carolina and warehousing of (Hammary) primarily casegoods and some upholstered products and division office Leyland, 200,000 Manufacturing and 33 172 England, warehousing of upholstery County of and division offices Lancashire (Centurion) Lincolnton, 375,823 Manufacturing, 31 395 North Carolina warehousing and assembly (Residential of upholstery and and Contract) casegoods Monroe, 242,235 Corporate office, 48 508 Michigan Residential and Business Furniture Group division offices Morristown, 15,000 Manufacturing of 11 58 Tennessee upholstery (England/Corsair) 5
Facilities' Floor Space Average Number of Location (square feet) Operations Conducted Age Employees - ---------------- ------------- ------------------------ ----------- --------- Neosho, 560,640 Manufacturing, assembly 23 1,288 Missouri and warehousing of (Residential) upholstery New Tazewell, 737,978 Manufacturing, assembly 6 1,465 Tennessee and warehousing of (England/Corsair) primarily upholstery and division office Newton, 742,255 Manufacturing, assembly, 19 1,452 Mississippi leather cutting, plywood (Residential) cutting and warehousing of upholstery Paoli, Indiana 15,000 Manufacturing of 30 50 (England/Corsair) upholstery Redlands, 189,125 Upholstering, assembly 29 391 California and warehousing of (Residential) upholstery Siloam 399,616 Upholstering, warehousing 4 452 Springs, and assembly of Arkansas upholstery (Residential) Tremonton, 672,770 Manufacturing, assembly 14 1,028 Utah and warehousing of (Residential) upholstery Waterloo, 257,340 Assembly and warehousing 29 449 Ontario of upholstery and (Residential) division office ----------- ----------- -------- 8,186,165 23 12,796 =========== =========== ======== The Monroe, Michigan; Redlands, California; Dayton, Tennessee; Waterloo, Ontario, Canada; Lincolnton, North Carolina; Lenoir, North Carolina; Hudson, North Carolina; New Tazewell, Tennessee; Morristown, Tennessee; Bedford, Virginia; Leyland, England and the Newton, Mississippi woodworking plants are owned by the Registrant. The Florence, South Carolina; Neosho, Missouri; Newton, Mississippi; Siloam Springs, Arkansas and Tremonton, Utah plant as well as the automated Fabric Processing Center were financed by the issuance of industrial revenue bonds and are occupied under long-term leases with government authorities. The Leland, Mississippi plant is under a long-term lease between the Board of Supervisors of Washington County, Mississippi (lessor) and La-Z-Boy Incorporated (lessee). These leases are capitalized on the Registrant's books. The Clearfield, Utah; Paoli, Indiana and Irapuato, Mexico plants are under long-term lease. 6
The Registrant believes that its plants are well maintained, in good operating condition and will be adequate to meet its present and near future business requirements. ITEM 3. LEGAL PROCEEDINGS. Information relating to certain legal proceedings is included in Note 12 of the Consolidated Financial Statements appearing on page 27 of the La-Z-Boy Incorporated Annual Report to Shareholders for 1999 and is incorporated herein by reference. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY. No matters were voted upon during the fourth quarter of 1999. PART II The information required in Part II (Items 5 through 8) is contained in the La-Z-Boy Incorporated Annual Report to Shareholders for 1999, in the Financial Report pages 17 through 32, and is incorporated herein by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None. PART III The information required in Part III (Items 10 through 13) is contained in the Registrant's proxy statement dated June 25, 1999 and is incorporated herein by reference. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K. INDEX TO EXHIBITS (Note 1) (3.1a) La-Z-Boy Incorporated Restated Articles of Incorporation (Note 6) 7
(3.1b) La-Z-Boy Incorporated Amendment of the Articles of Incorporation (Note 15) (3.2) La-Z-Boy Incorporated By-laws as amended and restated (Note 2) (4) Instruments defining the rights of holders of long-term debt are not filed herewith, pursuant to paragraph (4)(iii) of Regulation S-K Item 601. The Registrant will furnish all such documents to the Securities and Exchange Commission upon its request (10) Material Contracts * (10.1) La-Z-Boy Incorporated Amended and Restated 1993 Performance Based Stock Plan (Note 7) * (10.2) La-Z-Boy Incorporated Restricted Stock Plan for Non-Employee Directors (Note 10) * (10.3) La-Z-Boy Incorporated Executive Incentive Compensation Plan Description (Note 5) * (10.4) La-Z-Boy Incorporated Supplemental Executive Retirement Plan dated May 1, 1991 (Revised in 1995) (Note 8) * (10.5) La-Z-Boy Incorporated Amended and Restated 1997 Restricted Share Plan (Note 4) * (10.6) La-Z-Boy Incorporated 1997 Incentive Stock Option Plan (Note 4) * (10.7) Form of Change in Control Agreement (Note 8) * (10.8) Employees who are parties to the Change in Control Agreement (Note 3) * (10.9) Form of Indemnification Agreement (Note 9) * (10.10) Summary Plan Description and Partial Plan Document for the La-Z-Boy Incorporated Personal Executive Life Insurance Program (the "Summary")(Note 5). (In the case of one executive officer, Gene M. Hardy, the Personal Executive Life Insurance Program operates differently from the manner described in the Summary, in that: (a) Mr. Hardy does not benefit from Unscheduled Premium payments, so information therein relating to such payments does not apply to him, and (b) "gross up" payments to him are not repayable to the Company out of policy death benefits or otherwise.) * (10.11) The La-Z-Boy Incorporated 1986 Incentive Stock Option Plan (Note 11) * (10.12) The La-Z-Boy Incorporated 1989 Restricted Share Plan (Note 10) (13) Portions of the 1999 Annual Report to Shareholders (Note 12) (21) List of subsidiaries of La-Z-Boy Incorporated (Note 15) 8
(23) Consent of PricewaterhouseCoopers LLP (Note 13) (27) Financial Data Schedule (Note 14) * Indicates a contract or benefit plan under which one or more executive officers or directors may receive benefits. NOTES TO EXHIBITS 1. Copies of exhibits will be supplied upon request. All necessary annual and quarterly reports are electronically filed with the SEC. Copies of the exhibits are available through the SEC site on the Internet. (http://www.sec.gov/cgi-bin/srch-edgar). 2. Incorporated by reference to exhibits included in the La-Z-Boy Incorporated Form 8-K filed on June 11, 1999. 3. Incorporated by reference to exhibits included in the La-Z-Boy Incorporated Form 10-K for the year ended April 25, 1998. 4. Incorporated by reference to exhibits included in the La-Z-Boy Incorporated Proxy statement dated July 27, 1997. 5. Incorporated by reference to exhibits included in the La-Z-Boy Incorporated Form 10-K for the year ended April 26, 1997. 6. Incorporated by reference to exhibits included in the La-Z-Boy Incorporated Form 10-Q for the quarter ended October 26, 1996. 7. Incorporated by reference to exhibits included in the La-Z-Boy Incorporated Proxy Statement dated June 28, 1996. 8. Incorporated by reference to exhibits included in the La-Z-Boy Incorporated Form 8-K for the quarter ended January 28, 1995. 9. Incorporated by reference to exhibits included in the La-Z-Boy Incorporated Form 8, Amendment No. 1 dated November 3, 1989. 10. Incorporated by reference to exhibits included in the La-Z-Boy Incorporated Proxy Statement dated July 6, 1989. 11. Incorporated by reference to exhibits included in the La-Z-Boy Incorporated Proxy Statement dated June 26, 1986. 9
12. With the exception of the information incorporated in Parts I and II, this document is not deemed to be filed as part of the report on Form 10-K. 13. Incorporated by reference to `Consent of Independent Public Accountants' in this Form 10-K. 14. This is included in the Edgar version only. 15. This document is filed herewith. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. LA-Z-BOY INCORPORATED BY /s/Patrick H. Norton__ July 8, 1999 P.H. Norton Chairman of the Board 10
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below, as of July 8, 1999, by the following persons on behalf of the Registrant and in the capacities indicated. /s/Patrick H. Norton /s/J.F. Weaver ----------------------------- ---------------------------- P.H. Norton J.F. Weaver Chairman of the Board Director /s/G.L. Kiser ----------------------------- ---------------------------- G.L. Kiser D.K. Hehl President and Chief Operating Director Officer /s/G.M. Hardy /s/R.E. Lipford ----------------------------- ---------------------------- G.M. Hardy R.E. Lipford Secretary and Treasurer, Director Principal Accounting Officer and Director /s/F.H. Jackson /s/H.G. Levy ----------------------------- ---------------------------- F.H. Jackson H.G. Levy Executive VP Finance, Chief Director Financial Officer and Director ----------------------------- ---------------------------- L.G. Stevens J.W. Johnston Director Director 11
ANNUAL REPORT ON FORM 10-K ITEM 14(a) and ITEM 14(d) LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE YEARS ENDED APRIL 24, 1999, APRIL 25, 1998 AND APRIL 26, 1997 LA-Z-BOY INCORPORATED MONROE, MICHIGAN 12
INDEX TO FINANCIAL STATEMENTS The financial statements, together with the report thereon of PricewaterhouseCoopers LLP dated May 20, 1999 appearing on pages 17 through 27 of the accompanying 1999 Annual Report to Shareholders are incorporated by reference in this Form 10-K Annual Report. With the exception of the aforementioned information, and the information incorporated in Part II, the 1999 Annual Report to Shareholders is not to be deemed filed as part of this report. The following financial statement schedule should be read in conjunction with the financial statements in such 1999 Annual Report to Shareholders. Financial statement schedules not included in this Form 10-K Annual Report have been omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. FINANCIAL STATEMENT SCHEDULE 1999, 1998, AND 1997 Page Report of Independent Accountants on Financial Statement Schedule 14 Schedule II Valuation and Qualifying Accounts 15 13
Report of Independent Accountants On Financial Statement Schedule To the Board of Directors of La-Z-Boy Incorporated Our audits of the consolidated financial statements referred to in our report dated May 20, 1999 appearing in the 1999 Annual Report to Shareholders of La-Z-Boy Incorporated (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedule listed in Item 14(a)(2) of this Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. /s/PricewaterhouseCoopers LLP PRICEWATERHOUSECOOPERS LLP Toledo, Ohio May 20, 1999 14
Trade accounts Additions receivable Balance at charged to "written off" Balance beginning costs and net of at end of Description of period expenses recoveries period - --------------------------- ---------- ---------- ------------- --------- Year ended April 24, 1999: Allowance for doubtful accounts and long-term notes $20,639 $7,361 $2,372 $25,628 Accrued warranties $12,025 $2,550 $14,575 Year ended April 25, 1998: Allowance for doubtful accounts and long-term notes $18,931 $7,333 $5,625 $20,639 Accrued warranties $10,775 $1,250 $12,025 Year ended April 26, 1997: Allowance for doubtful accounts and long-term notes $18,033 $5,688 $4,790 $18,931 Accrued warranties $9,577 $1,198 $10,775 15