SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 31, 1994
LADD FURNITURE, INC.
(Exact name of registrant as specified in its charter)
North Carolina 0-11577 56-1311320
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of Incorporation)
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
N/A
(Former name or former address, if changed since last report.)
Item 7 of Form 8-K is hereby amended as follows:
ITEM 7. Financial Statements and Exhibits.
a) Financial Statements of Pilliod Holding Company
See the Index to Financial
Statements following the signature
page hereto.
b) Pro Forma Financial Information of LADD
Furniture, Inc.:
Unaudited Pro Forma Combined
Condensed Financial Information
Unaudited Pro Forma Combined
Condensed Statement of Earnings for
the year ended January 1, 1994
Unaudited Pro Forma Combined
Condensed Balance Sheet as of
January 1, 1994
c) Exhibits
23.2 Consent of Ernst & Young
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
LADD FURNITURE, INC.
Date: April 8, 1994 By: /s/William S. Creekmuir
William S. Creekmuir
Title: Senior Vice President, Chief Financial
Officer, Treasurer and Secretary
INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS
PAGE
Report of Independent Auditors F-2
Consolidated Balance Sheets at January 31, 1994 and
May 1, 1993 F-3
For the nine month period ended January 31, 1994 and the year
ended May 1, 1993:
Consolidated Statements of Operations F-4
Consolidated Statements of Shareholders' Equity F-5
Consolidated Statements of Cash Flows F-6
Notes to Consolidated Financial Statements F-7
F-1
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
Pilliod Holding Company
We have audited the accompanying consolidated balance sheets of Pilliod
Holding
Company as of January 31, 1994 and May 1, 1993, and the related consolidated
statements of operations, shareholders' equity and cash flows for the nine
month period
ended January 31, 1994 and the year ended May 1, 1993. These financial
statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these 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 financial statements referred to above present fairly, in
all material
respects, the consolidated financial position of Pilliod Holding Company at
January 31,
1994 and May 1, 1993 and the consolidated results of its operations and its
cash flows for
the nine month period ended January 31, 1994 and the year ended May 1, 1993
in conformity with generally accepted accounting principles.
As discussed in Note 1 to the consolidated financial statements, in the nine
month period
ended January 31, 1994 the Company changed its method of accounting for
income taxes.
ERNST & YOUNG
Toledo, Ohio
March 14, 1994
F-2
PILLIOD HOLDING COMPANY
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
January 31, May 1,
1994 1993
Assets
Current assets:
Cash $ 410 $ 19
Accounts receivable, less allowance of $64 ($49 in
1993) for doubtful accounts (Note 3) 12,432 11,548
Inventories (Note 4):
Finished products 5,803 5,214
Work in process 2,916 2,235
Raw materials 3,911 4,500
12,630 11,949
Prepaid expenses 664 540
Deferred income taxes (Note 8) 1,204 708
Total current assets 27,340 24,764
Other assets:
Goodwill, net of accumulated amortization of $1,829
($1,668 in 1993) (Note 8) 6,449 6,610
Other 22 16
Total other assets 6,471 6,626
Property, plant and equipment, at cost less accumulated
depreciation and amortization (Notes 5 and 8) 9,050 8,418
$42,861 $39,808
Liabilities and shareholders' equity
Current liabilities:
Accounts payable $ 7,442 $ 8,084
Accrued liabilities:
Compensation 851 1,952
Commissions and royalties 475 475
Taxes other than income 465 417
Insurance 243 148
2,034 2,992
Long-term debt due within one year (Note 6) 4,568 4,661
Total current liabilities 14,044 15,737
Long-term debt due after one year (Note 6) 25,992 20,382
Deferred income taxes 605 708
Shareholders' equity (Notes 2, 7, and 8):
Class A common stock, $.01 par value; 9,000,000
shares authorized, 6,842,500 shares outstanding 68 68
Class B common stock, $.01 par value; 9,000,000
shares authorized, none outstanding -- --
Capital in excess of par value 6,622 6,622
Deficit (4,470) (3,709)
Total shareholders' equity 2,220 2,981
$42,861 $39,808
See accompanying notes.
F-3
PILLIOD HOLDING COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands)
Nine months Year
ended ended
January 31, May 1,
1994 1993
Net sales $63,394 $77,719
Cost of sales 49,493 59,144
Gross profit 13,901 18,575
Selling, general and administrative 8,800 11,261
Operating profit 5,101 7,314
Other income (expense):
Nonrecurring costs (Note 2) (5,159) --
Interest expense (1,411) (2,555)
Other 109 270
Income (loss) before income taxes (1,360) 5,029
Provision (credit) for income taxes (Note 8):
Federal:
Current -- 97
Deferred (508) --
State - deferred (91) --
(599) 97
Net income (loss) $ (761) $ 4,932
See accompanying notes.
F-4
PILLIOD HOLDING COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Dollars in thousands)
Class A Capital in
Common Excess of
Stock Par Value Deficit Total
Balance at May 2, 1992
(Note 8) $68 $6,622 $(8,641) $(1,951)
Net income -- -- 4,932 4,932
Balance at May 1, 1993 68 6,622 (3,709) 2,981
Net loss -- -- (761) (761)
Balance at January 31, 1994 $68 $6,622 $(4,470) $ 2,220
See accompanying notes.
F-5
PILLIOD HOLDING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Nine
months Year
ended ended
January 31, May 1,
1994 1993
Operating activities
Net income (loss) $ (761) $4,932
Adjustments to reconcile net income (loss) to net cash
from operating activities:
Depreciation and amortization 1,493 2,093
Deferred taxes (599) --
Gain on sales of property and equipment (8) (15)
Changes in operating assets and liabilities:
Accounts receivable (884) (560)
Inventories (681) (3,420)
Prepaid expenses (124) (79)
Accounts payable (642) 1,203
Accrued liabilities (958) (1,509)
Net cash provided by (used in) operating activities (3,164) 2,645
Investing activities
Purchases of property and equipment (1,966) (1,818)
Proceeds from sales of property and equipment 10 1,467
Other (6) 64
Net cash used in investing activities (1,962) (287)
Financing activities
Proceeds from long-term borrowings 7,731 3,937
Payments on long-term debt (2,214) (6,209)
Increase in deferred financing costs -- (25)
Other -- (51)
Net cash provided by (used in) financing activities 5,517 (2,348)
Net increase in cash 391 10
Cash at beginning of period 19 9
Cash at end of period $ 410 $ 19
Supplemental cash flow information:
Cash paid for interest $1,358 $4,137
Cash paid for income taxes $ 79 $ 98
Non-cash investing and financing activities:
During fiscal 1993 the Company entered into capital lease obligations of
approximately $325,000 for new equipment.
See accompanying notes.
F-6
PILLIOD HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
1. Significant Accounting Policies
Basis of Presentation
Effective prior to the start of business on January 31, 1994, all
issued and outstanding
shares of the Company's common stock were acquired by LADD Furniture,
Inc. (LADD)
(the "Acquisition") (see Note 2). The consolidated financial
statements include all
transactions which occurred prior to the closing of the Acquisition.
All operations of the
Company on January 31, 1994 were for the benefit of LADD.
The consolidated financial statements include the accounts of Pilliod
Holding Company
(Company) and the combined accounts of its wholly-owned subsidiary,
The Pilliod
Cabinet Company (Cabinet Company). Prior to the Acquisition, the
Company's fiscal
year ended on the Saturday nearest April 30.
Inventories
Inventories are valued at the lower of last-in, first-out (LIFO) cost
or market.
Depreciation and Amortization
Depreciation and amortization of property, plant and equipment are
provided over the
estimated useful lives of the assets using both straight-line and
declining balance
methods.
Goodwill, which arose at the time of the March 19, 1985 acquisition of
Cabinet
Company, is being amortized on a straight-line basis over 40 years.
Profit Sharing Plan
Substantially all of the Company's employees are participants in a
profit sharing plan.
Contributions to the plan are at the discretion of the Board of
Directors. Contributions of
$110,000 were made in fiscal 1994; no contributions were made in
fiscal 1993.
F-7
PILLIOD HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
1. Significant Accounting Policies (continued)
Changes in Method of Accounting for Income Taxes
In the nine month period ended January 31, 1994, the Company adopted
the provisions of
Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes,"
("SFAS No. 109"). As permitted by the Statement, prior year financial
statements were
restated effective with the March 19, 1985 acquisition of Cabinet
Company. Previous
accounting rules required that assets acquired in a business
combination be recorded at
their net-of-tax value and allowed the tax effects to be discounted.
SFAS No. 109 requires
that such acquired assets be recorded at their full assigned value
with offsetting deferred
taxes which may not be discounted.
Under the liability method required by the Statement, deferred tax
assets and liabilities
are determined based on differences between financial reporting and
tax bases of assets
and liabilities and are measured using the enacted tax rates and laws
that will be in effect
when the differences are expected to reverse.
2. Acquisition of the Company
Effective January 31, 1994 all issued and outstanding shares of the
Company's common
stock were acquired by LADD. In connection with the Acquisition, the
Company,
concurrent with the closing, repaid substantially all outstanding
long-term debt out of
funds provided by LADD. Prior to but as a result of the Acquisition,
the Company paid
management bonuses, redeemed all outstanding stock options and
incurred certain other
expenses, all of which are included in nonrecurring costs in the
accompanying 1994
statement of operations.
3. Concentration of Credit Risk
Cabinet Company is principally engaged in the business of furniture
manufacturing.
Substantially all accounts receivable are from department stores and
furniture retailers.
Credit is extended to customers based on an evaluation of credit
reports, payment
practices and, in most cases, financial condition. Collateral or
letters of credit are
generally not required. Credit losses are provided for in the
financial statements and
consistently have been within management's expectations.
F-8
4. Inventories
Under the LIFO method, inventories have been reduced by approximately
$717 and $118
at January 31, 1994 and May 1, 1993, respectively, from amounts which
would have been
reported under the first-in, first-out (FIFO) method.
5. Property, Plant and Equipment
Property, plant and equipment consists of the following:
January 31, May 1,
1994 1993
Land and improvements $ 764 $ 730
Buildings 8,244 7,895
Machinery and equipment 19,502 18,031
Office and show space equipment 1,668 1,607
Automotive equipment 172 151
30,350 28,414
Less accumulated depreciation and
amortization 21,300 19,996
$ 9,050 $ 8,418
F-9
PILLIOD HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
6. Notes Payable and Long-Term Debt
Long-term debt consists of the following:
January 31, May 1,
1994 1993
Revolving line of credit with banks, interest
at prime plus 2% (8% aggregate rate at
January 31, 1994) $17,245 $ 9,514
Term loans from banks, monthly principal
installments of $205, interest at prime plus
2% (8% aggregate rate at January 31, 1994)
payable monthly 5,265 6,903
Subordinated notes (see below) 4,437 4,675
Notes payable to banks, effectively guaranteed
by the Company's principal shareholders,
due July 1, 1995, interest at prime plus 1.5%
(7.5% aggregate rate at January 31, 1994)
payable monthly 3,000 3,000
Various equipment lease obligations, payable
monthly to August 1995 (see Note 6) 247 348
Note payable to former shareholder, payable in
monthly installments of $20, including
interest at prime (6% at January 31, 1994) 216 363
Commitment fees payable to bank, non-
interest bearing, payable $10 monthly 150 240
30,560 25,043
Amounts due within one year 4,568 4,661
$25,992 $20,382
All notes payable and long-term debt are classified in accordance with
their terms at
January 31, 1994 as if the Acquisition and related transactions
described in Note 2 had
not occurred. As a condition of the Acquisition, the Company, with
funds provided by
LADD, repaid substantially all notes payable and long-term debt
concurrent with the
closing on January 31, 1994.
F-10
PILLIOD HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
6. Notes Payable and Long-Term Debt (continued)
On April 28, 1993 the Company entered into an agreement with the holders of its
subordinated notes to amend the notes. The agreement required the
payment of all
accrued and unpaid interest through February 18, 1993 and the
forgiveness of $2,175 of
principal. The amended agreement required the payment of an additional
$1,000 if a
Change of Control Event occurred prior to April 28, 1994. Recognition
of gains on the
debt restructuring was deferred pending expiration of the contingency.
As a result of the
Acquisition, the $1,000 contingent payment became due and was paid by
the Company,
concurrent with the closing, out of funds provided by LADD. The
January 31, 1994 and
May 1, 1993 carrying value of the subordinated debt consists of
remaining principal
balance, expected interest over the life of the notes and net
contingent amounts payable.
7. Common Stock
In addition to the 9,000,000 shares of authorized Class A common
stock, the Company is
authorized to issue 9,000,000 shares of Class B common stock, of which
none have been
issued. The two classes of common stock entitle the holders to the
same rights and
privileges except that Class A common stock entitles the holder to
voting rights while
Class B common stock has no voting rights.
Shareholders of Class A common stock are permitted to exchange any or
all shares for
the same number of Class B shares and Class B holders are entitled to
convert any or all
shares into the same number of Class A shares within certain
limitations.
Prior to but as a result of the Acquisition, the Company redeemed all
1,310,000 stock
options then outstanding for aggregate consideration of $3,972.
Information on stock options is as follows:
Class A Shares Exercise
Under Option Price
Outstanding at May 2, 1992 and May 1,
1993
1,090,000 $.25 to $.85
Granted in 1994 220,000 $1.00
Redeemed in 1994 (1,310,000) $.25 to $1.00
Outstanding at January 31, 1994 --
F-11
PILLIOD HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
8. Income Taxes
In the nine month period ended January 31, 1994, the Company adopted
SFAS No. 109.
The Statement requires the use of the asset and liability approach for
accounting and
reporting for income taxes. Financial statements for prior years were
restated effective
with the March 19, 1985 acquisition of the Cabinet Company. As a
result of the changes
in accounting for business combinations required by SFAS No. 109, the
restatement of
the acquisition of Cabinet Company resulted in additional goodwill
($1,840) and
additional costs allocated to property, plant and equipment ($505 net
of disposals
subsequent to March 19, 1985). Offsetting increased deferred tax
liabilities would have
been written off as a result of operating losses incurred subsequent
to March 19, 1985.
The net effect at May 2, 1992 of the additional depreciation of
property, plant and
equipment, the additional amortization of goodwill and deferred tax
provision credits
resulting from the writeoff of deferred tax liabilities was a
reduction in deficit of $1,612
from amounts previously reported. The effects of adoption on 1994 and
1993 results of
operations were not significant.
At January 31, 1994, the Company has operating loss carryforwards for
tax purposes of
approximately $4,555. Such carryforwards may be used to reduce
otherwise taxable
income until they expire beginning in 2005. Alternative minimum tax
credits of $149 are
available to offset future regular federal income tax liabilities and
do not expire.
F-12
PILLIOD HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
8. Income Taxes (continued)
Deferred income taxes reflect the net effects of temporary differences
between the
carrying amounts of assets and liabilities for financial reporting
purposes and the amounts
used for income tax purposes. Significant components of the Company's
deferred tax
assets and liabilities are as follows:
January 31, May 1,
1994 1993
Deferred tax assets:
Net operating loss carryforwards $1,731 $1,071
Accrued liabilities 277 400
Other 173 135
Total deferred tax assets 2,181 1,606
Deferred tax liabilities:
Inventory 829 782
Property, plant and equipment 748 821
Other 5 3
Total deferred tax liabilities 1,582 1,606
Net deferred tax assets $ 599 $ --
Deferred taxes are classified as follows:
Current assets $1,204 $ 708
Noncurrent liabilities (605) (708)
Net deferred tax assets $ 599 $ --
A reconciliation of the provision (credit) for income taxes based on
the statutory U.S.
Federal tax rate to the consolidated provision (credit) for income
taxes is as follows:
January 31, May 1,
1994 1993
Expected tax (benefit) at 34% of pretax income
(loss) $ (462) $1,710
Debt restructuring basis differences (131) (22)
Amortization of goodwill 62 55
State and local taxes - net of federal benefit (60) 171
Effect of previously unrecognized operating loss
carryforwards -- (1,904)
Other (8) 87
$ (599) $ 97
F-13
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION
The following Unaudited Pro Forma Combined Condensed Statement of
Earnings for the year ended January 1, 1994 and the Unaudited Pro
Forma Combined Condensed Balance Sheet as of January 1, 1994 give
effect to the Pilliod Holding Company and subsidiary (Pilliod
Furniture) acquisition and the other adjustments and assumptions
described in the notes to such combined condensed statements, as if
the transaction had occurred at the beginning of the year ended
January 1, 1994, in the case of the Statement of Earnings, and at
January 1, 1994, in the case of the Balance Sheet.
The unaudited pro forma combined condensed financial information
relating to Pilliod Furniture is based on the audited historical
financial statements of the Company as of and for the year ended
January 1, 1994 and on the audited historical financial statements
of Pilliod Furniture as of and for the nine months ended January
31, 1994, as well as the fourth quarter of the audited historical
financial statements of Pilliod Furniture as of and for the year
ended May 1, 1993. The unaudited pro forma combined condensed
financial information gives effect to the acquisition under the
purchase method of accounting based on a purchase price of
$54,000,000 for the common stock, plus transaction expenses of
approximately $397,000, through the use of borrowings of
approximately $34,400,000 and proceeds from the sale of selected
trade accounts receivable for $20,000,000. The total purchase cost
of $54,397,000 was allocated first to the tangible assets and
liabilities of Pilliod Furniture based upon their respective fair
values and the remainder was allocated to the excess of cost over
the assigned value of net assets acquired. Additionally, the
unaudited pro forma combined condensed financial information
excludes from the historical results of Pilliod Furniture certain
non-recurring expenses incurred during 1993.
The unaudited pro forma combined condensed financial information is
not necessarily indicative of future operations or the actual
results that would have occurred had the transaction been
consummated at the beginning of the year presented. Moreover,
valuations assigned to the assets acquired and liabilities assumed
are preliminary and subject to change.
LADD FURNITURE, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF EARNINGS
For the year ended January 1, 1994
(Dollar amounts in thousands, except share data)
Historical Pro Forma
LADD Furniture, Inc. Pilliod Holding Co. Purchase
and Subsidiaries and Subsidiary Adjustments Combined
Net sales $521,200 86,645 607,845
Cost of sales 426,921 66,703 493,624
Gross profit 94,279 19,942 0 114,221
Selling, general, and administrative
expenses 81,953 11,741 1,020 (3) 94,464
(250)(2)
Operating income 12,326 8,201 (770) 19,757
Other deductions:
Interest expense 5,542 2,048 (156)(4) 7,434
Other, net 377 75 625 (1) 1,077
5,919 2,123 469 8,511
Earnings before income taxes 6,407 6,078 (1,239) 11,246
Income tax expense 2,561 1,388 (245)(5) 4,246
542 (6)
Net earnings $3,846 4,690 (1,536) 7,000
Net earnings per common share $0.17 0.30
Weighted average common shares
outstanding 23,053,654 23,053,654
See notes to unaudited pro forma combined condensed statement of earnings.
NOTES TO UNAUDITED PRO FORMA COMBINED
CONDENSED STATEMENT OF EARNINGS
(1) To record the increase in amortization of intangible assets resulting from
the allocation of the purchase price to noncurrent assets based on their
fair values at the date of the acquisition.
(2) To adjust expenses to reflect cost savings attributable to the combining
of certain operations and functions relative to the acquisition of Pilliod
Holding Company.
(3) To record cost of trade receivables securitization program which was
utilized to finance acquisition of the Pilliod Holding Company.
(4) To adjust interest expense to reflect cost of short-term and long-term
borrowings used to finance the acquisition of Pilliod Holding Company.
(5) To record income tax effect of pro forma adjustments.
(6) To adjust income tax expense for a reduction in net operating losses
utilized by Pilliod Holding Company in determining income tax expense.
LADD FURNITURE, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
As of January 1, 1994
(In thousands)
Historical Pro Forma
LADD Furniture, Inc. Pilliod Holding Co. Purchase
and Subsidiaries and Subsidiary Adjustments Combined
Current assets:
Cash and temporary investments $1,350 410 1,760
Trade accounts receivable, net 72,975 12,432 (20,000) (3) 65,132
(275) (1)
Inventories 100,639 12,630 (482) (1) 112,787
Prepaid expenses and current assets 6,110 1,868 (968) (1) 7,010
Total current assets 181,074 27,340 (21,725) 186,689
Property, plant, and equipment, net 97,497 9,050 200 (1) 106,747
Intangible and other assets, net 57,166 6,471 24,685 (1) 88,322
Total assets $335,737 42,861 3,160 381,758
Current liabilities:
Current installments of long-term debt 5,815 4,568 (4,424) (3) 5,959
Short-term bank note 20,000 (3) 20,000
Trade accounts payable 23,414 4,758 28,172
Accrued expenses and other current liabilities 28,841 4,718 1,470 (2) 35,029
Total current liabilities 58,070 14,044 17,046 89,160
Long-term debt, excluding current installments 105,257 25,992 (11,740) (3) 119,509
Deferred items and other liabilities 22,307 605 74 (1) 22,986
Total liabilities 185,634 40,641 5,380 231,655
Shareholders' equity 150,103 2,220 (2,220) (4) 150,103
Total liabilities and shareholders' equity $335,737 42,861 3,160 381,758
See notes to unaudited pro forma combined condensed balance sheet.
NOTES TO UNAUDITED PRO FORMA COMBINED
CONDENSED BALANCE SHEET
(1) To reflect the allocation of the purchase price to the assets acquired
based on their estimated fair values at the date of acquisition. The
estimated fair value adjustment has been determined based upon currently
available information. There is no assurance that such values will
ultimately be assigned to the assets acquired.
(2) To provide for costs to be incurred relating to the acquisition of the
business.
(3) To record the sale of accounts receivable, the repayment of certain
Pilliod Holding Company debt, and short-term borrowings and long-term
borrowings incurred to finance the acquisition of Pilliod Holding Company.
(4) To eliminate the equity of Pilliod Holding Company.