FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended April 1, 1995 Commission File No. 0-11577 LADD FURNITURE, INC. (Exact name of registrant as specified in charter) North Carolina 56-1311320 (State or other juris- (I.R.S. Employer diction of incorpora- Identification No.) tion or organization) One Plaza Center, Box HP-3, High Point, North Carolina 27261-1500 (Address of principal executive offices) (Zip Code) Registrants' telephone number, including area code: (910) 889-0333 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 As of May 10, 1995 there were 23,171,799 shares of Common Stock ($.10 par value) of the registrant outstanding. PART I. FINANCIAL INFORMATION Item 1. Financial Statements LADD FURNITURE, INC. AND SUBSIDIARIES Consolidated Statements of Earnings For the thirteen weeks ended April 1, 1995 and April 2, 1994 (Amounts in thousands, except share data) (Unaudited) 13 Weeks Ended April 1, April 2, 1995 1994 Net sales $ 153,388 139,039 Cost of sales 126,560 113,455 Gross profit 26,828 25,584 Selling, general and administrative expenses 23,816 21,569 Operating income 3,012 4,015 Other deductions (income): Interest expense 2,803 1,634 Other, net 174 (48) 2,977 1,586 Earnings before income taxes 35 2,429 Income tax expense 11 774 Net earnings $ 24 1,655 Net earnings per common share $ 0.00 0.07 Weighted average number of common shares outstanding 23,111,471 23,066,506 -2- LADD FURNITURE, INC. AND SUBSIDIARIES Consolidated Balance Sheets April 1, 1995 and December 31, 1994 (Amounts in thousands, except share data) ASSETS April 1, 1995 December 3 (Unaudited) 1994 * Current assets: Cash $ 1,787 576 Trade accounts receivable, less allowances for doubtful receivables, discounts, returns and allowances of $4,174 and $4,294, respectively 59,767 52,735 Inventories (Note 2) 124,181 122,083 Prepaid expenses and other current assets 10,515 10,053 Total current assets 196,250 185,447 Property, plant and equipment, net 109,014 109,522 Intangible and other assets, net 83,792 83,847 $ 389,056 378,816 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current installments of long-term debt $ 657 687 Short-term bank borrowings 5,025 5,000 Trade accounts payable 25,041 28,360 Accrued expenses and other current liabilities 32,267 27,715 Total current liabilities 62,990 61,762 Long-term debt, excluding current installments 153,102 143,584 Deferred compensation and other liabilities 6,402 6,316 Deferred income taxes 15,386 15,248 Total liabilities 237,880 226,910 Shareholders' equity: Preferred stock of $100 par value. Authorized 500,000 shares; no shares issued - - Common stock of $.10 par value. Authorized 50,000,000 shares; issued 23,171,799 and 23,096,557 shares, respectively 2,317 2,310 Additional paid-in capital 49,883 49,516 Currency translation adjustment (318) (208) Retained earnings 100,434 101,105 152,316 152,723 Less unamortized value of restricted stock (1,140) (817) Total shareholders' equity 151,176 151,906 $ 389,056 378,816 * Derived from the Company's 1994 Annual Report. -3- LADD FURNITURE, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows For the thirteen weeks ended April 1, 1995 and April 2, 1994 (Amounts in thousands) (Unaudited) 13 Weeks Ended April 1, April 2, 1995 1994 Cash flows from operating activities: Net earnings $ 24 1,655 Adjustments to reconcile net earnings to net cash used in operating activities: Depreciation of property, plant and equipment 3,659 3,145 Amortization 895 707 Provision for losses on trade accounts receivable 315 797 Gain on sales of assets (141) (180) Provision for deferred income taxes 138 (92) Increase (decrease) in deferred compensation and other liabilities 227 (683) Change in assets and liabilities, net of effects from purchase of Pilliod Furniture in 1994 Increase in trade accounts receivable (8,677) (4,440) Increase in inventories (2,098) (3,524) Increase in prepaid expenses and other current assets (462) (3,455) Decrease in trade accounts payable (3,319) (1,518) Increase in accrued expenses and other current liabilities 4,552 4,589 Total adjustments (4,911) (4,654) Net cash used in operating activities (4,887) (2,999) Cash flows from investing activities: Acquisition of Pilliod Furniture, net of cash acquired - (23,847) Additions to property, plant and equipment (3,158) (10,096) Proceeds from sales of property, plant and equipment 7 207 Additions to other assets (796) (158) Net cash used in investing activities (3,947) (33,894) Cash flows from financing activities: Proceeds from long-term borrowings 9,731 27,217 Proceeds from short-term bank borrowings 25 17,450 Proceeds from sales of trade accounts receivable 1,330 24,000 Principal payments of long-term debt (243) (30,064) Proceeds from common stock issued 7 22 Dividends paid (695) (693) Net cash provided by financing activites 10,155 37,932 Effect of exchange rate changes on cash (110) - Net increase in cash 1,211 1,039 Cash at beginning of period 576 1,350 Cash at end of period $ 1,787 2,389 Supplemental disclosures of cash flow information: Cash paid during the period for interest $ 2,512 1,473 Cash paid during the period for income taxes 163 377 -4- LADD FURNITURE, INC. AND SUBSIDIARIES Consolidated Statements of Shareholders' Equity (Amounts in thousands, except share data) Currency Unamortized Number Additional trans- value of Total of shares Common paid-in lation Retained restricted shareholders issued stock capital adjustment earnings stock equity BALANCE AT JANUARY 1, 1994 23,062,262 $ 2,306 49,186 (170) 99,568 (787) 150,103 Shares issued in connection with incentive stock option plan 2,344 - 19 - - - 19 Repurchase of restricted stock (18,424) (1) (170) - - 170 (1) Shares issued in connection with and amortization of employee restricted stock awards 50,375 5 481 - - (200) 286 Currency translation adjustment - - - (38) - - (38) Net earnings - - - - 4,308 - 4,308 Dividends paid - - - - (2,771) - (2,771) BALANCE AT DECEMBER 31, 1994 23,096,557 2,310 49,516 (208) 101,105 (817) 151,906 Repurchase of restricted stock (7,355) (1) (68) - - 68 (1) Shares issued in connection with and amortization of employee restricted stock awards 82,597 8 435 - - (391) 52 Currency translation adjustment - - - (110) - - (110) Net earnings - - - - 24 - 24 Dividends paid - - - - (695) - (695) BALANCE AT APRIL 1, 1995 (UNAUDITED) 23,171,799 $ 2,317 49,883 (318) 100,434 (1,140) 151,176 -5- Notes: (1) Quarterly Financial Data The quarterly consolidated financial data are unaudited but include, in the opinion of management, all adjustments necessary for a fair statement of the operating results for the interim periods indicated. All such adjustments are of a normal recurring nature. (2) Inventories A summary of inventories follows (in thousands): April 1, December 31, 1995 1994 Inventories on the FIFO cost method: Finished goods $ 66,200 65,046 Work in process 24,102 23,084 Raw materials and supplies 47,923 47,997 Total inventories on the FIFO cost method 138,225 136,127 Less adjustments of certain inven- tories to the LIFO cost method (14,044) (14,044) $ 124,181 122,083 (3) Proposed Reverse Stock Split On March 2, 1995, the Board of Directors authorized, subject to shareholder approval, a one-for-three reverse split of the Company's common stock. If this proposed split is approved by the shareholders on May 12, 1995 and upon filing of the amendment to the Company's articles of incorporation, the par value of the common stock will increase to $0.30 per share. Additionally, the number of common shares outstanding will decrease by two-thirds and per share data for all periods presented will increase accordingly. -6- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations The following table sets forth the percentage relationship of net sales to certain items included in the Consolidated Statements of Earnings: 13 Weeks Ended Apr. 1, Apr. 2, 1995 1994 Net sales 100.0% 100.0% Cost of sales 82.5 81.6 Gross profit 17.5 18.4 Selling, general and administrative expenses 15.5 15.5 Operating income 2.0 2.9 Other deductions Interest expense 1.9 1.2 Other, net .1 (0.1) 2.0 1.1 Earnings before income taxes 0.0 1.8 Income tax expense - .6 Net earnings 0.0% 1.2% Net sales for the first quarter of 1995 increased 10.4% to $153.4 million from $139.0 million during the first quarter of 1994, with the increase partially attributable to the acquisition of Pilliod Furniture, Inc. (Pilliod) on January 31, 1994. On a pro forma basis, assuming the Pilliod acquisition had occurred at the beginning of fiscal 1994, 1995 first quarter net sales would have increased from prior year levels by 4.6%. The increase in 1995 net sales over 1994 pro forma amounts was due to higher sales of upholstery, contract and higher-priced metal furniture. Cost of sales as a percentage of net sales increased to 82.5% in the first quarter of 1995 from 81.6% in the first quarter of 1994, decreasing the quarter's gross profit margin to 17.5% from 18.4% in 1994. The 1995 first quarter gross margin was negatively impacted by increases in raw material costs during the prior 12 months, particularly particleboard, medium-density fiberboard, packaging materials, glass and aluminum. Selective sales price increases, material substitutions and overhead reductions initiated in late 1994 and early 1995 did not produce benefits sufficient enough to offset the raw material cost increases. The Company believes that the higher raw material costs will continue to pressure the gross margins in 1995. -7- Selling, general and administrative (SG&A) expenses were 15.5% of net sales for both the first quarter of 1995 and 1994. Other deductions were 2.0% of net sales for the first quarter of 1995, compared to 1.1% for the same period in 1994. The increase was primarily attributable to an increase in interest expense due to increased average outstanding borrowings, as well as an increase of over 2% in the average quarterly interest rate compared to the year earlier period. The Company's effective income tax rate of 31.4% in 1995's first quarter was comparable to 31.9% in the first quarter of 1994. For the first quarter of 1995, the Company's net earnings were $24,000, compared with $1.7 million, or $.07 per share, in the year- earlier period. On a pro forma basis, assuming the acquisition of Pilliod had occurred at the beginning of fiscal 1994, 1994 first quarter net earnings would have been $.08 per share. Liquidity and Capital Resources The Company's current ratio at April 1, 1995 was 3.1 to 1 compared to 3.0 to 1 at December 31, 1994. Net working capital totaled $133.3 million at April 1, 1995, compared to $123.7 million at December 31, 1994. The increase in working capital and the current ratio were primarily attributable to an increase in trade accounts receivable and inventories. During the first three months of 1995, the Company generated cash from net earnings plus depreciation and amortization of $4.6 million, compared to $5.5 million in the 1994 period. The cash generated in the first quarter of 1995 and 1994 was utilized to partially fund increases in working capital. During the first three months of 1995, capital spending totaled $3.2 million, compared to $10.1 million during the same period in 1994. The Company's 1995 capital expenditures is expected to approximate the current annual depreciation and amortization level of almost $18.0 million. The majority of the capital spending during the first quarters of both 1994 and 1995 was to complete capital projects initiated in the prior fiscal years. During the first quarter of 1995, the Company increased its long- term borrowings by $9.5 million, principally to fund working capital increases and capital expenditures. At April 1, 1995, the Company had outstanding long-term borrowings of $153.1 million, representing 47.0% of total capitalization, compared to $143.6 million or 45.3% of total capitalization at December 31, 1994. At April 1, 1995, the Company had $39.4 million in unused and available long-term revolving bank credit lines to meet future cash requirements. -8- PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 10.1 Transfer and Administration Agreement dated as of March 30, 1995, between Enterprise Funding Corporation, LADD Funding Corp., and LADD Furniture, Inc. 10.2 Receivables Purchase Agreement dated as of March 30, 1995, between LADD Funding Corp. and LADD Furniture, Inc. 10.3 Receivables Purchase Agreement dated as of March 30, 1995, between LADD Furniture, Inc., Clayton- Marcus Company, Inc., Barclay Furniture Co., and Pilliod Furniture, Inc. 10.4 Second Amendment to Amended and Restated Credit Agreement dated as of March 30, 1995, between the Company, Nationsbank, N.A., as agent and each of the banks signatory thereto. (b) Reports on Form 8-K None -9- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. LADD Furniture, Inc. Date: May 10, 1995 By: s/William S. Creekmuir William S. Creekmuir Senior Vice President and Chief Financial Officer -10-