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 January 1, 1994 Commission file
Number 0-11577
LADD FURNITURE, INC.
(Exact name of registrant as specified in its charter)
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)
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 - $.10 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 [ ]
Market value of 18,720,472 shares held by nonaffiliates as of
March 4, 1994 was $173,164,366.
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable date.
23,082,996 shares outstanding as of March 4, 1994
DOCUMENTS INCORPORATED BY REFERENCE
The definitive Proxy Statement for the 1994 Annual Shareholders
Meeting is incorporated by reference into Part III hereof. The registrant's
Annual Report to Shareholders for the year ended January 1, 1994 is
incorporated by reference into Part II and Part IV, Item 14, hereof.
PART I
ITEM 1. Business
General
LADD Furniture, Inc. is a vertically integrated manufacturer
that is primarily engaged in the design, manufacture and sale of
wood, metal, and upholstered furniture in various price ranges
through its operating entities consisting of wholly owned
subsidiaries and operating divisions. Unless the context
otherwise indicates, "LADD" and "Company" refer to LADD
Furniture, Inc., its divisions, and consolidated subsidiaries.
Significant Developments in 1993
Acquisition of Pilliod Furniture -- On January 31, 1994, the
Company acquired the furniture operations of The Pilliod Cabinet
Company through the purchase of all of the outstanding stock of
its parent company, Pilliod Holding Company. The Company's new
wholly-owned subsidiary, Pilliod Furniture, Inc. ("Pilliod") is a
major U.S. manufacturer of promotionally-priced, residential wood
furniture. Pilliod's master bedroom and other furniture lines
compliment products made and marketed by LADD's nine other
furniture companies.
Manufacturing Realignment -- In August 1993, the Company
decided to discontinue much of its American of Martinsville
Residential Casegoods ("Residential Casegoods") product lines
which were unprofitable and to merge certain profitable lines
into its American Drew operating division. As a result of this
decision, manufacturing capacity in Residential Casegoods'
Martinsville, Virginia facility became available for other
purposes. To utilize the capacity, the Company shifted
manufacturing production of American of Martinsville-Contract
("Contract") from Chilhowie, Virginia and Marion, Virginia to
Martinsville, Virginia, the location of Contract's upholstery
manufacturing and executive offices. Finally, to accommodate
current and anticipated growth of the Company's Lea Industries
division ("Lea"), production in Chilhowie, Virginia was realigned
to Lea in the fourth quarter for its Charter House product line
and production in Marion, Virginia was realigned to Lea for its
Design Horizons product line. The Company believes that the
realigned production better utilizes its manufacturing capacity.
LADD's Businesses
Lea Industries manufactures and sells wood furniture for the
youth and adult bedroom markets. Lea Industries' products
include beds, dressers, night stands, mirrors, desks,
bookshelves, hutches, armoires, and correlated modular furniture
in a variety of styles, including traditional, contemporary and
colonial. 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 Industries," "Charter House,"
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and "Design Horizons"
brand names primarily to national and regional chains,
independent furniture retailers, national general retailers and
department stores. Lea Industries products are manufactured in
five plants located in Waynesville, NC, Marion, VA, Chilhowie,
VA, and Morristown, TN.
American Drew manufactures and sells medium to high-medium
priced wood furniture. The products include various types of
wood bedroom furniture (beds, dressers, night stands, mirrors,
armoires, and dressing tables), wood dining room furniture
(tables, chairs, buffets, chinas, and serving pieces), and wood
living room occasional pieces (desks, end tables, coffee tables,
entertainment units, wall units, and secretaries). 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.
Daystrom Furniture manufactures and sells kitchen, dinette,
dining room, and bar furniture for the home furnishings market.
Daystrom products are priced in the medium price range and
include tables, chairs, bars and bar stools in contemporary
styles that incorporate the use of metal, glass, wicker, and wood
construction. Daystrom sells its products primarily to retail
furniture chains, independent furniture retailers, department
stores, and specialty retail stores. Daystrom operates one
manufacturing plant located in South Boston, VA.
Clayton-Marcus manufactures and sells a full line of
upholstered household furniture, including sofas, loveseats,
chairs, sleepers, rockers, and other upholstered living room
furniture, which sells in the medium and high-medium price
ranges. The products are marketed under the "Clayton-Marcus,"
"American of Martinsville," "Clayton House," and "Marclay Manor"
brand names primarily to retail furniture chains, independent
furniture retailers and department stores. Clayton-Marcus
currently has established galleries with approximately 90
independent furniture stores in the United States, Canada, and
Mexico. Clayton-Marcus operates three manufacturing plants in
Hickory, NC.
Barclay Furniture manufactures and sells moderately priced
upholstered furniture, including sofas, loveseats, 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, and
national general merchandisers. Barclay operates two
manufacturing plants located in Sherman, MS and Myrtle, MS.
American of Martinsville-Contract is a leading supplier of
guest room furniture to the U.S. hotel/motel industry, and has an
expanding contract business overseas. American of Martinsville-
Contract has also expanded its business into the health care
furniture market for retirement homes and extended care
facilities. Additionally, American of Martinsville-Contract
sells to certain agencies of the U.S. government and university
and college markets.
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American of Martinsville-Contract operates
two manufacturing plants located in Martinsville, VA.
Pennsylvania House is one of the nation's leading
manufacturers of American traditional and country residential
furniture solid wood furniture and upholstery. 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 270
independent furniture retailers in the U.S., Japan and Mexico.
To enhance its product lines and galleries, Pennsylvania House
also offers its gallery retailers an accessory line of over 3,000
items for sale to their customers. In addition, Pennsylvania
House has opened approximately 35 independently owned dedicated
showcase stores which offer exclusively Pennsylvania House
furniture and accessories. Pennsylvania House operates three
manufacturing plants located in Lewisburg, PA, Monroe, NC, and
White Deer, PA.
Brown Jordan is a leading manufacturer of high quality,
high-priced leisure and outdoor furniture. To expand its market
presence, Brown Jordan has begun selling a line of high-medium
priced products in the casual furniture market. Brown Jordan's
products are designed in wrought aluminum, extruded aluminum,
cast aluminum, and wrought iron and include chairs, tables,
chaises and outdoor accessories. Brown Jordan sells its products
to the residential and hospitality markets primarily through the
following distribution channels: quality department stores,
specialty stores (such as pool and patio shops), interior design-
ers, and the commercial contract and hospitality industry both in
the United States and overseas. Brown Jordan's products are
manufactured in facilities located in El Monte, CA, Newport, AR,
and Juarez, Mexico. On March 1, 1994, a fire destroyed the
wrought iron manufacturing operations located in Brown Jordan's
manufacturing facility in Juarez, Mexico. The aluminum frame
operations located in the same facility were not materially
affected by the fire. The Company believes that the fire will
not have a material financial impact as the Juarez facility was
insured for both property and business interruption losses. A new
facility for wrought iron manufacturing has been leased and is
expected to be in operation during the second quarter of 1994.
Fournier Furniture manufactures and markets a complete line
of ready-to-assemble ("RTA") furniture including home office and
home electronics furniture, kitchen and bedroom furniture, closet
organization products, kitchen cabinets and other storage
products. The company's products are priced in the lower price
ranges and are sold throughout the United States and Canada
principally to mass merchandisers, department stores, warehouse
clubs, and mail order catalog merchandisers. Fournier Furniture
operates one manufacturing facility in St. Paul, VA and has a
distribution facility located in Ajax, Ontario, Canada.
Pilliod Furniture, acquired by LADD on January 31, 1994,
manufactures and markets a wide range of promotionally priced
contemporary and traditional residential furniture, including
master bedroom products, occasional tables, entertainment
centers, wall systems,
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and dining room chinas. Pilliod
Furniture's products are marketed under the Pilliod and Symmetry
brand names. The majority of Pilliod Furniture's products
incorporate simulated wood, stone or other, often high gloss
decorative surfaces applied to medium density fiber board or
particle board. 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.
Lea Lumber & Plywood Co. manufactures cut-to-size plywood,
veneer, and wood laminated parts in one plant located in Windsor,
NC. Lea Lumber and Plywood's products are sold to furniture
manufacturers and manufacturers of pianos, recreational vehicles,
kitchen cabinets, and other products requiring laminated wood
parts and veneers.
LADD Transportation, Inc. operates a modern fleet of over-
the-road tractors and trailers that are primarily used to provide
transportation services to LADD operating companies and to meet
the special needs of LADD's customers. Together with fleets
operated by other LADD operating companies, LADD Transportation
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 425 independent sales representatives to a
broad variety of customers, including retail furniture chains,
national general retailers, department stores, independent
furniture retailers, mail order catalog merchandisers, major
hotel chains, and various specialty stores and rental companies.
The Company currently sells to more than 11,000 furniture
customers. No single customer accounted for more than 5% of net
sales in 1993. 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
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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, plywood, particle
board, hardware, finishing materials, glass, steel, steel
springs, aluminum, and high pressure laminates. The wood species
include cherry, oak, maple, white pine, poplar, and other
American species, and imports such as rattan, 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. However, in 1992 and 1993, dramatic escalation of
costs of certain lumber species such as cherry and maple
negatively impacted the Company's gross margins.
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 a majority of the wood manufacturing plants
have been adapted so that they can 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 a number of patents
and licenses which are considered to be important to the
business, which intellectual properties do not have a limited
duration. The Company also has various patents, licenses, and
trademarks none of which are considered material to the Company's
business. In January 1994, the Company began the transfer of
tradenames and certain other intellectual property to a wholly
owned subsidiary, Cherry Grove, Inc., to better manage those
intellectual properties.
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
1993 fiscal year end was approximately $80.6 million, as compared
to $80.2 million at 1992 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. The business of Brown Jordan, however, is
heavily seasonal with
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inventories being built in the winter
months and sales concentrated in the March - June time frame.
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
1,500 manufacturers of all types of furniture in the United
States. Competition within the market for wood, metal and
upholstered furniture occurs principally in the areas of style or
design, quality, price, and service. Some of these include
manufacturers of furniture types not manufactured by the Company.
According to industry data, the Company believes it is the
fourth largest manufacturer of residential furniture in the
United States.
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, other than in its Daystrom Furniture operating division,
the Company has not 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. The Company currently (including the operations of
Pilliod Furniture) imports approximately $17.2 million of
finished furniture and unfinished furniture parts.
In addition, Brown Jordan operates a manufacturing facility
in Juarez, Mexico. The Company estimates production in its
Mexican facility costs 25% to 40% less than comparable domestic
production principally because of lower labor and overhead costs
at the Mexican facility.
Governmental Regulations
The Company's operations must meet extensive federal, state,
and local regulatory standards in the areas of safety, health,
and environmental pollution controls. Historically, these
standard's have not had any material adverse effect on the Com-
pany's sales or operations. The Company believes that its plants
are in compliance in all material respects with all applicable
federal, state, and local laws and regulations concerned with
environmental protection. See "Legal Proceedings" regarding the
status of environmental proceedings in which the Company is
involved.
The furniture industry anticipates increased federal and
state regulation, particularly for emissions from furniture paint
and finishing operations and wood dust levels in manufacturing
operations. The industry and its suppliers are attempting to
develop water-based finishing materials to replace commonly used
organic-based finishes which are a major source of regulated
emissions. The Company cannot at this time estimate the impact
of compliance with these new standards on the Company's opera-
tions or costs of compliance.
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Employees
The Company employed approximately 7,700 persons as of
March 1, 1994. Substantially all of the employees were employed
on a full-time basis.
Employees at six Company plants are represented by various
labor unions. The Company is not aware of any organizing
activity at any of its other plants. The Company considers its
relations with its employees to be good.
Export Sales
In 1993, the Company's export sales increased to $40.6
million (approximately 7.8% of 1993 net sales), an increase of
39% from export sales in 1992 of $29.3 million (approximately
5.9% of 1992 net sales). The Company's export sales in 1991 were
$12.5 million, or approximately 2.9% of 1991 net sales. None of
the Company's assets are dedicated solely to export sales.
ITEM 2. Properties
LADD and its operating companies operate 27 manufacturing
facilities, of which 26 facilities, approximately 6,900,000
square feet, are owned, and one facility, approximating 125,000
square feet is leased. These facilities range in size from
approximately 20,000 square feet to approximately 785,000 square
feet. Five of the manufacturing facilities (approximately 1.8
million aggregate square feet) are subject to encumbrances
associated with industrial revenue bond financings, the
outstanding balances of which aggregated approximately $8.0
million at January 1, 1994. The Company believes that each of
the current manufacturing plants are suitable and adequate for
the particular production conducted at that plant. During fiscal
1993, the Company estimates that its plants operated at
approximately 80% of total capacity on an aggregate basis. In
addition, the Company owns three warehouse facilities aggregating
approximately 340,000 square feet and leases seven warehouse
facilities aggregating approximately 840,000 square feet. The
Company has one idle manufacturing facility located in Kenbridge,
VA which is held for sale. The Company's manufacturing
facilities are located in North Carolina, Alabama, Arkansas,
California, Mississippi, Pennsylvania, Ohio, South Carolina,
Tennessee, Virginia and Mexico. The Company leases its corporate
offices, which aggregate approximately 38,000 square feet, in
High Point, North Carolina.
The Company believes that its manufacturing, warehouse and
office space is well maintained for its intended purposes.
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 manu-
facturing facilities from a one shift per day, five-day week
basis. Increasingly, certain departments and facilities are
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operated on a multi-shift basis. The plywood and ready-to-
assemble manufacturing facilities are typically operated on a
three shifts per day and two shifts per day, five-day week basis,
respectively.
The Company also leases and maintains showrooms in High
Point, NC, Dallas, TX, Atlanta, GA, Chicago, IL, Miami, FL,
Washington, DC, Los Angeles and San Francisco, CA, New York, NY,
and Ontario, Canada, and retail stores in Topeka and Shawnee, KS.
The Company owns rights to cut timber on approximately 526
acres of undeveloped timberland in eastern North Carolina.
The Company owns substantial quantities of woodworking,
sewing and metalworking equipment located in its various plants.
The Company considers its present equipment to be adequate, well-
maintained, and generally modern.
The Company currently owns 16 tractors and 26 trailers and
leases an additional 97 tractors and 307 trailers.
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 and its operating entities presently are
involved in the following environmental proceedings:
1. Brown Jordan's California manufacturing facility is
located in El Monte, California in the San Gabriel Valley Ground-
water 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. Such tests have been
completed and no future activities are currently scheduled. The
Company is currently negotiating with applicable authorities in
the State of California to settle Brown Jordan's involvement in
this matter. Under the terms of the Asset Purchase Agreement
with Maytag Corporation ("Maytag"), dated June 1, 1989 ("the
Maytag Agreement"), the Company's liabilities in the matter are
limited to the first $200,000 of costs for off-site liabilities
and $1,000,000 of costs for on-site liabilities.
2. American Drew, a division of the Company, has been
identified as a PRP by the EPA in connection with the EPA's
clean-up efforts at the Caldwell Systems Incinerator
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("CSI") in
Lenoir, North Carolina. American Drew is one of several hundred
companies thus far identified in connection with the site and it
is anticipated that several hundred more PRPs will eventually
become involved. While the preliminary clean-up costs are
estimated to be as high as $3,000,000, American Drew's share of
clean-up costs is estimated to be less than $50,000 because of
the large number of PRPs, the relative amount of waste apparently
sent to the CSI facility by American Drew, and the information
thus far available. The PRPs have organized themselves and are
negotiating with the EPA with respect to the site. No litigation
has been commenced, and at the present time none is anticipated.
Given the inherent uncertainties in such matters, it is
nevertheless possible that American Drew's ultimate share could
exceed the estimated $50,000.
3. Plants 1 and 4 of Clayton-Marcus Company, Inc., a
wholly-owned subsidiary of the Company ("Clayton-Marcus"), have
been identified as PRPs by the EPA in connection with the EPA's
clean-up efforts at the Caldwell Systems Incinerator in Lenoir,
North Carolina. Clayton-Marcus is one of several hundred
companies thus far identified in connection with the site. As
discussed in paragraph 2 above, the PRPs have organized
themselves and are negotiating with the EPA with respect to the
site. No litigation has been commenced, and at the present time,
none is anticipated.
4. The Company's former subsidiary, The Gunlocke Company
("Gunlocke"), has been named as a PRP by the New York Department
of Environmental Conservation ("NYDEC") with respect to the
Prattsburg Landfill in Tonawanda, New York. NYDEC has to date
not pursued Gunlocke concerning this matter. Instead, the NYDEC
has obtained from Steuben County a signed Consent Order for a
remedial investigation and feasibility study and a remedy for the
landfill. Nevertheless, this action does not preclude the
possibility that the NYDEC, Steuben County or other third parties
may subsequently make claims against Gunlocke and other PRPs
regarding this matter. Under the terms of the Maytag Agreement,
the Company's liabilities are limited to $200,000 for all off-
site liabilities in the aggregate.
5. Manifest show that No. 2 diesel fuel impacted soil was
sent by the Redd Level, Virginia plant of American of
Martinsville, a division of a subsidiary of the Company, to the
Seaboard Chemical Corporation treatment, storage and disposal
facility in Jamestown, North Carolina. The Seaboard Chemical
site is currently subject to remedial action under the
jurisdiction of the State of North Carolina. The Company has
been named as one of over 100 PRPs for this site. The group
representing the PRPs was contacted with regard to participation
by American of Martinsville as a de minimis buyout participant
for the removal phase of the work at the site. On February 8,
1993, the Company participated in the de minimis buyout by
signing the appropriate documents and paying its buyout share of
approximately $2,300. It is not known at this time if additional
phases will be involved.
6. The former facility of Pilliod Furniture, Inc., a
subsidiary of the Company acquired in January 1994 ("Pilliod"),
located in Meridian, Mississippi was identified as a PRP with
respect to the Diaz Refinery disposal site in Diaz, Arkansas.
This site is currently
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subject to remedial action under the
jurisdiction of the State of Arkansas. Over 700 PRPs have been
identified in connection with this site. A trust fund for
remediation of the site has been established by the PRP
Committee, and PRPs have been assessed based on the volume of
waste they sent to the site. As of October 1992, Pilliod had
been assessed a total of approximately $15,000. No additional
monetary assessments were collected from the PRPs during 1993.
Although a major portion of the site remediation and
environmental assessment has already been completed and paid for
by the PRPs, additional assessment and possible long-term
monitoring or corrective action measures may be required. Since
Pilliod sent a relatively small volume of waste to the site, its
future contributions for remediation are expected to be relative
to this volume.
7. In July 1993, Pilliod's Swanton, Ohio facility was
served with a Complaint and Notice of Opportunity for Hearing
from the EPA, Region 5 alleging several reporting and record
keeping violations of Title III of the Superfund Amendments and
Reauthorization Act, also known as the Emergency Planning and
Community Right-To-Know Act of 1986 ("EPCRA"). The total
proposed civil penalty for the alleged violations is
approximately $68,000. The settlement of this matter continues
to be negotiated with the EPA by counsel for Pilliod.
8. With respect to all expenses incurred by the Company
arising in connection with the following items in excess of
$50,000 in the aggregate, the Company will claim indemnification
from Maytag pursuant to the terms of the Maytag Agreement:
(i) In December 1991, Gunlocke was served with a
Complaint and Notice of Opportunity for Hearing from
the EPA, Region II alleging several record keeping
violations with respect to PCBs for various periods
between July 2, 1978 through December 31, 1978, and the
years 1979 through 1988. The total proposed civil
penalty for the alleged violations is $54,600. Counsel
has been retained to negotiate a possible settlement
with the EPA. The settlement of this matter continues
to be negotiated with the EPA. A recent federal
guideline regarding recordkeeping and reporting has
resulted in a re-evaluation by the EPA of the
situation. The EPA has not yet responded to this
penalty reduction effort.
(ii) Gunlocke has been identified by the NYDEC as
a generator of wastes which may have been disposed of
at the Bath Landfill in Bath, New York. The NYDEC is
currently gathering information from waste generators
and transporters which may have sent wastes to the
landfill, and on February 12, 1993, Gunlocke responded
to an information request letter from the NYDEC.
(iii) Gunlocke has been named as a PRP at the
Rose Chemicals Superfund Site in Missouri. Gunlocke
has participated as a member of the de minimis buyout
group of PRPs. On September 2, 1992, the EPA signed an
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Unilateral Order. The PRP group Steering Committee
subsequently entered into negotiations with the EPA and
an Amended Order was issued on December 3, 1992. On
December 24, 1992, the PRP group Steering Committee
entered into an Affirmative Response stating that the
group would comply with the Amended Order and complete
the remediation. During 1993, a final work plan was
submitted to the EPA for approval and the PRP Group
anticipates that final remediation will begin in the
spring of 1994.
(iv) Pennsylvania House and a former subsidiary,
The Kittinger Company ("Kittinger"), have been named as
PRPs by the EPA for the Envirotek II Superfund Site in
Tonawanda, New York according to a notice issued by the
EPA on January 9, 1990. Pennsylvania House and
Kittinger were operated as a single entity during the
late 1980's. Both Pennsylvania House and Kittinger
shipped hazardous materials to the site during the
period in question, which materials were to be properly
disposed of by an independent contractor. Pennsylvania
House and Kittinger are represented on the PRP Steering
Committee. The EPA and the PRPs have entered into a
consent order and the removal action under the
supervision of the EPA has been substantially completed
pursuant to the order. Pennsylvania House's de minimis
involvement in this stage of the matter has been
settled. The Company remains involved on behalf of
Kittinger and Pennsylvania House as to possible future
remedial action not covered by the de minimis
settlement. The final allocation financial
responsibility for the initial phase of the clean up
within the PRP group has been decided with the
allocation for Kittinger determined to be approximately
$2,100. Removal activities are substantially complete
at the site, but it is not known at this time if the
EPA or NYDEC will require further remediation.
(v) The NYDEC has notified the PRP Group for the
Envirotek II matter of an investigation of the Roblin
Steel complex within which the Envirotek II site is
located. The second PRP group, made up primarily of
PRPs in Envirotek II, including Pennsylvania House and
Kittinger, has been formed to respond. It is
anticipated that the Roblin Steel PRP group will
undertake a limited remedial investigation in an effort
to demonstrate there is relatively limited impact on
the overall site as a result of conditions at Envirotek
II.
(vi) The EPA has alleged that the operators at the
Envirotek II site transported waste to the second site,
known as Envirotek I. A PRP group, including Kittinger
and Pennsylvania House, has been formed and is
preparing a response for the EPA.
(vii) The EPA is currently investigating a
site at York Haven, York County, Pennsylvania. A PRP
group has organized to respond to the EPA,
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and Pennsylvania House has been identified by the PRP group
as a de minimis party having shipped 0.01506% of the
total quantity of hazardous waste to the site on June
18, 1984. Pennsylvania House's de minimis involvement
for the clean up of the site will be settled with
payment of its allocated share of approximately
$11,100. The first payment of approximately $5,600 was
paid on December 29, 1993, and the remaining balance
will be due in 12 months from this date. This is a
final settlement for de minimis settlors with the
remaining PRPs conditionally indemnifying de minimis
settlors. The EPA is continuing to remove tanks and
drums from the site. A remedial investigation
feasibility study report has not been prepared at this
time.
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 1993.
PART II
ITEM 5. Market for the Registrant's Common Stock and Related
Security Holder Matters
The stock price data and common dividends per share and the
Stock Listing Information which appear on pages 26 and 31,
respectively, of the LADD Furniture, Inc. Annual Report to Share-
holders for 1993, are incorporated by reference in this Form 10-K
Annual Report.
There were approximately 885 security holders of record of
the Company's common stock as of March 4, 1994.
ITEM 6. Selected Financial Data
The summary of selected financial data for each of the
periods in the five-year period ended January 1, 1994, which
appears on page 26 of the LADD Furniture, Inc. Annual Report to
Shareholders for 1993, is incorporated by reference in this Form
10-K Annual Report.
ITEM 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Management's discussion and analysis of financial condition
and results of operations for the years ended January 1, 1994,
January 2, 1993, and December 28, 1991, which appears
-13-
on pages 27
to 30 of the LADD Furniture, Inc. Annual Report to Shareholders
for 1993, is incorporated by reference in this Form 10-K Annual
Report.
ITEM 8. Financial Statements and Supplementary Data
The consolidated financial statements, together with the
independent auditors' report thereon of KPMG Peat Marwick dated
February 11, 1994, and the selected quarterly data, appearing on
pages 9 to 25 and page 31, respectively, of the accompanying LADD
Furniture, Inc. Annual Report to Shareholders for 1993 are
incorporated by reference in this Form 10-K Annual Report.
With the exception of the aforementioned information and the
information incorporated in Items 5, 6, 7, and 8, the LADD
Furniture, Inc. Annual Report to Shareholders for 1993 is not to
be deemed filed as part of this report.
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
1993 and 1992.
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.
ITEM 10. Directors and Executive Officers of the Registrant
See reference to definitive proxy statement under Part III.
ITEM 11. Executive Compensation
See reference to definitive proxy statement under Part III.
ITEM 12. Security Ownership of Certain Beneficial Owners and
Management
See reference to definitive proxy statement under Part III.
ITEM 13. Certain Relationships and Related Transactions
See reference to definitive proxy statement under Part III.
-14-
PART IV
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
Page in
Annual Report*
(a) The following documents are filed as part of this
report:
(1) Financial Statements
Consolidated Statements of Operations for the
years ended January 1, 1994, January 2, 1993,
and December 28, 1991 . . . . . . . . . . . . . . 10
Consolidated Balance Sheets as of January 1,
1994 and January 2, 1993 . . . . . . . . . . . 11
Consolidated Statements of Cash Flows for the
years ended January 1, 1994, January 2, 1993,
and December 28, 1991 . . . . . . . . . . . . . . 12
Consolidated Statements of Shareholders'
Equity for the years ended January 1, 1994,
January 2, 1993, and December 28, 1991 . . . . . 13
Notes to Consolidated Financial Statements . 14-25
Independent Auditors' Report . . . . . . . . . . 9
*Incorporated by reference from the indicated pages of
the LADD Furniture,
Inc. Annual Report to Shareholders for 1993.
(2) Index to Financial Statement Schedules:
Independent Auditors' Report . . . . . . . . . . . F-1
For the years ended January 1, 1994, January
2, 1993, and December 28, 1991
V - Property, Plant and Equipment . . . . . . . F-2
VI - Accumulated Depreciation
of Property, Plant and Equipment . . . . . F-3
VIII - Valuation and Qualifying Accounts and Reserves F-4
X - Supplementary Earnings Statement Information F-5
-15-
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 all directors and the named executive
officers of the registrant as required by
Item 402(a)(2) of Regulation S-K
LADD Furniture, Inc. Supplemental Retirement
Income Plan
LADD Furniture, Inc. Long-Term Incentive Plan
LADD Furniture, Inc. 1994 Management
Incentive Plan
(b) No reports on Form 8-K were filed in the last quarter of
fiscal 1993.
(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)
Bylaws (as amended February 25, 1993)
(Previously filed as Exhibit 3 to Item 14 of
the Company's Annual Report on Form 10-K for
the year ended January 2, 1993, filed with
the Commission on March 30, 1993)
10. LADD Furniture, Inc. 1994 Incentive
Stock Option Plan
Employee Restricted Stock Purchase
Agreement between the Company and
Don A. Hunziker dated February 28,
1991
-16-
Employee Restricted Stock Purchase
Agreement between the Company and
O. William Fenn, Jr. dated February
28, 1991
Employee Restricted Stock Purchase
Agreement between the Company and
Richard R. Allen dated February 28,
1991
Employee Restricted Stock Purchase
Agreement between the Company and
Fred L. Schuermann, Jr. dated
February 28, 1991
Employee Restricted Stock Purchase
Agreement between the Company and
Gerald R. Grubbs, dated February
28, 1991
(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)
Employee Restricted Stock Purchase
Agreement between the Company and
Don A. Hunziker dated June 20, 1991
(Previously filed as Exhibit 10 to Item 14 of
the Company's Annual Report on Form 10-K for
the year ended December 28, 1991, filed with
the Commission on March 26, 1992)
Employee Restricted Stock Purchase
Agreement between the Company and
Richard R. Allen dated February 25,
1993
Employee Restricted Stock Purchase
Agreement between the Company and
Gerald R. Grubbs dated February 25,
1993
Employee Restricted Stock Purchase
Agreement between the Company and
Fred L. Schuermann, Jr. dated
February 25, 1993
-17-
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)
Enclosed as Exhibits 10.1 - 10.4 to this
Annual Report on Form 10-K for the year ended
January 1, 1994.
10.1 Employee Restricted Stock Purchase
Agreement between the Company and
Richard R. Allen dated February 24,
1994
10.2 Employee Restricted Stock Purchase
Agreement between the Company and
Gerald R. Grubbs dated February 24,
1994
10.3 Employee Restricted Stock Purchase
Agreement between the Company and
Fred L. Schuermann, Jr. dated
February 24, 1994
10.4 Employee Restricted Stock Purchase
Agreement between the Company and
William S. Creekmuir dated
February 24, 1994
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 Securities
and Exchange Commission on June 2, 1989)
-18-
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.)
Agreement of Purchase and Sale,
dated as of September 30, 1989,
together with the First Amendment,
among the Company, The Gunlocke
Company and HON Industries, Inc.
Agreement of Purchase and Sale,
dated as of November 7, 1989, among
the Company, The McGuire Furniture
Company and Kohler Interiors Group,
Ltd.
LADD Furniture, Inc. Supplemental
Retirement Income Plan
(Previously filed as Exhibit 10 to the
Company's Annual Report on Form 10-K, for the
year ended December 30, 1989, filed with the
Commission on March 30, 1990.)
Agreement of Purchase and Sale
dated as of June 22, 1990, together
with the first Amendment, among the
Company, The Kittinger Company, and
USC Industries, Inc.
(Previously filed as Exhibit 10 to the
Company's Annual Report on Form 10-K, for the
year ended December 30, 1989, filed with the
Commission on March 30, 1990.)
-19-
LADD Furniture, Inc. Long-Term
Incentive Plan
(Previously filed as Exhibit 10 to the
Company's Annual Report on Form 10-K, for the
year ended December 29, 1990, filed with the
Commission on March 28, 1991.)
Credit Agreement, dated as of
January 15, 1993, between the
Company, The Chase Manhattan Bank
(National Association) as agent,
and each of the banks signatory to
the Credit Agreement
Form of Term Loan Note of the
Company in the aggregate principal
amount of $45,000,000
Form of Revolving Credit Loan Note
of the Company issued in the
aggregate principal amount of
$85,000,000
(All previously filed as Exhibit 10 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.)
Transfer and Administrative
Agreement dated January 28, 1994
between Enterprise Funding
Corporation, LADD Furniture, Inc.,
and Clayton-Marcus Company, Inc.,
Barclay Furniture Co. and LADD
Transportation, Inc., as designated
subsidiaries.
Receivables Purchase Agreement
dated January 28, 1994, between
Clayton-Marcus Company, Inc.,
Barclay Furniture Co. and LADD
Transportation, Inc.
Letter Agreement, dated January 28,
1994, between the Company and The
Chase Manhattan Bank, N.A.
-20-
Form of Promissory Note of the
Company dated January 28, 1994 to
The Chase Manhattan Bank, N.A. in
the aggregate principal amount of
$20,000,000.
(Previously filed as Exhibits 99.1, 99.2,
99.3 and 99.4 to the Company's Current Report
on Form 8-K dated January 31, 1994, filed
with the Commission on February 14, 1994.)
Enclosed as Exhibits 10.5 - 10.8 to this
Annual Report on Form 10-K for this year
ended January 1, 1994
10.5 Letter Agreement dated February 28,
1994 between the Company and PNC
Bank, National Association
10.6 Form of Line of Credit Note of the
Company dated February 28, 1994 to
PNC Bank, National Association in
the aggregate principal amount of
$15,000,000
10.7 Form of Guaranty and Suretyship
Agreement dated February 28, 1994
between PNC Bank, National
Association and Pennsylvania House,
Inc., Brown Jordan Company,
Clayton-Marcus Company, Inc., LADD
Contract Sales Corporation,
Fournier Furniture, Inc., Barclay
Furniture Co., American Furniture
Company, Incorporated, Pilliod
Furniture, Inc. and Lea Industries,
Inc. (a North Carolina corporation)
10.8 1994 Management Incentive Plan
Enclosed as Exhibit 13.1 to this Annual
Report on Form 10-K for the year ended
January 1, 1994.
13.1 1993 Annual Report to Shareholders
-21-
22. Subsidiaries of Registrant
American Drew, Inc., a North Carolina corporation
American Furniture Company, Incorporated, a
Virginia corporation
Barclay Furniture Co., a Mississippi corporation
Brown Jordan Company, a North Carolina corporation
Cherry Grove, Inc., a Delaware
corporation
Clayton-Marcus Company, Inc., a North Carolina
corporation
Fournier Furniture, Inc., a North Carolina
corporation
Kenbridge Furniture, Inc., a North Carolina
corporation
LFI Capital Management, Inc., a Delaware
corporation
LADD Transportation, Inc., a North Carolina
corporation
Lea Industries, Inc., a North Carolina corporation
Lea Industries, Inc., a Tennessee corporation
Lea Industries, Inc., a Virginia corporation
Lea Lumber and Plywood Co., a Virginia corporation
LADD Contract Sales Corporation, a North Carolina
corporation
LADD International Sales Corp., a U.S. Virgin
Islands 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
January 1, 1994.
24.1 Consent of KPMG Peat Marwick
-22-
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, there-
unto duly authorized.
LADD FURNITURE, INC.
(Registrant)
By s/William S. Creekmuir 3/31/94
William S. Creekmuir (Date)
Senior 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 dated indicated.
s/Don A. Hunziker 3/31/94 s/Richard R. Allen 3/31/94
Don A. Hunziker (Date) Richard R. Allen (Date)
Director Chairman of the Board, President and
Chief Executive Officer and Director
s/O. William Fenn, Jr. 3/31/94 s/Daryl B. Adams 3/31/94
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 3/31/94 s/Gerald R. Grubbs 3/31/94
Thomas F. Keller (Date) Gerald R. Grubbs (Date)
Director Vice Chairman of the Board and
Director
s/William B. Cash 3/31/94 s/James H. Corrigan, Jr. 3/31/94
William B. Cash (Date) James H. Corrigan, Jr. (Date)
Director Director
s/Fred L. Schuermann, Jr. 3/31/94 s/William S. Creekmuir 3/31/94
Fred L. Schuermann, Jr. (Date) William S. Creekmuir (Date)
Executive Vice President, Senior Vice President, Chief
Assistant Secretary and Financial Officer, Secretary, and
Director Treasurer (Principal Financial Officer)
-23-
Schedule V
LADD FURNITURE, INC. AND SUBSIDIARIES
Property, Plant and Equipment
(dollar amounts in thousands)
Balance at Additions in Other Balance at
beginning of acquisition of additions at Transfers end of
Description year business cost Retirements (b) year
Year ended January 1, 1994:
Land and improvements $ 5,717 - 235 (60) - 5,892
Buildings and improvements 60,689 - 5,373 (212) - 65,850
Machinery and equipment 62,276 - 12,379 (1,658) - 72,997
Construction in progress 5,587 - 6,679 (a) - - 12,266
$134,269 - 24,666 (1,930) - 157,005
Year ended January 2, 1993:
Land and improvements $ 5,231 383 169 (66) - 5,717
Buildings and improvements 58,686 1,164 1,247 (408) - 60,689
Machinery and equipment 56,262 1,036 5,455 (506) 29 62,276
Construction in progress 3,432 - 2,155 (a) - - 5,587
$123,611 2,583 9,026 (980) 29 134,269
Year ended December 28, 1991:
Land and improvements $ 5,254 - 4 (34) 7 5,231
Buildings and improvements 55,895 - 2,670 (172) 293 58,686
Machinery and equipment 52,908 - 5,031 (2,376) 699 56,262
Construction in progress 3,588 - (156)(a) - - 3,432
$117,645 - 7,549 (2,582) 999 123,611
Notes:
(a) Represents net increase (decrease) in construction in progress.
(b) Represents cost of property, plant and equipment transferred from (to) property, plant and
equipment held for sale.
Schedule VI
LADD FURNITURE, INC. AND SUBSIDIARIES
Accumulated Depreciation of Property, Plant, and Equipment
(dollar amounts in thousands)
Additions
Balance at charged to Balance at
beginning of cost and Transfers end of
Description year expense Retirements (a) year
Year ended January 1, 1994:
Land and improvements $ 426 72 - - 498
Buildings and improvements 17,542 3,314 (213) - 20,643
Machinery and equipment 32,692 7,122 (1,447) - 38,367
$50,660 10,508 (1,660) - 59,508
Year ended January 2, 1993:
Land and improvements $ 362 64 - - 426
Buildings and improvements 14,903 2,793 (154) - 17,542
Machinery and equipment 26,687 6,294 (317) 28 32,692
$41,952 9,151 (471) 28 50,660
Year ended December 28, 1991:
Land and improvements $ 262 63 - 37 362
Buildings and improvements 12,213 2,725 (152) 117 14,903
Machinery and equipment 22,411 5,995 (1,373) (346) 26,687
$34,886 8,783 (1,525) (192) 41,952
Note:
(a) Represents accumulated depreciation on property, plant and equipment transferred from (to)
property,plant and equipment held for sale.
Schedule VIII
LADD FURNITURE, INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts and Reserves
(dollar amounts in thousands)
Charged
Balance at (credited) Charged to Balance at
beginning of to costs and other accounts Deductions end of
Description year expenses (a) (b) year
Year ended January 1, 1994:
Doubtful receivables $2,763 2,056 - (1,503) 3,316
Discounts 23 - (c) - (23) 0
Returns and allowances 731 131 (c) - - 862
$3,517 2,187 - (1,526) 4,178
Year ended January 2, 1993:
Doubtful receivables $4,937 3,309 408 (5,891) 2,763
Discounts 23 - (c) - - 23
Returns and allowances 914 (183)(c) - - 731
$5,874 3,126 408 (5,891) 3,517
Year ended December 28, 1991:
Doubtful receivables $2,344 6,989 - (4,396) 4,937
Discounts 18 5 (c) - - 23
Returns and allowances 552 362 (c) - - 914
$2,914 7,356 - (4,396) 5,874
Notes:
(a) Represents initial reserves of acquired business.
(b) Represents uncollectible receivables written-off, net of recoveries.
(c) Represents net increase (decrease) in required reserve.
Schedule X
LADD FURNITURE, INC. AND SUBSIDIARIES
Supplementary Earnings Statement Information
(dollar amounts in thousands)
Year ended January 1, 1994
Maintenance and repairs $7,634
Advertising costs $9,869
Year ended January 2, 1993
Maintenance and repairs $6,844
Advertising costs $8,732
Year ended December 28, 1991
Maintenance and repairs $6,330
Advertising costs $7,357
Amortization expense $4,407
Other items required in this schedule are not shown since they
did not exceed one percent of net sales.