Item 8. Financial Statements and Supplementary Data
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Management's Report to Our Shareholders
Management's Responsibility for Financial Information
Management is responsible for the consistency, integrity and preparation of the information contained in this Annual Report on Form 10-K. The consolidated financial statements and other information contained in this Annual Report on Form 10-K have been prepared in accordance with accounting principles generally accepted in the United States of America and include necessary judgments and estimates by management.
To fulfill our responsibility, we maintain comprehensive systems of internal control designed to provide reasonable assurance that assets are safeguarded and transactions are executed in accordance with established procedures. The concept of reasonable assurance is based upon recognition that the cost of the controls should not exceed the benefit derived. We believe our systems of internal control provide this reasonable assurance.
The board of directors exercised its oversight role with respect to our systems of internal control primarily through its audit committee, which is comprised of independent directors. The committee oversees our systems of internal control, accounting practices, financial reporting and audits to assess whether their quality, integrity, and objectivity are sufficient to protect shareholders' investments.
In addition, our consolidated financial statements have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose report also appears in this Annual Report on Form 10-K.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as that term is defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal controls over financial reporting based upon the framework in "Internal Control—Integrated Framework (2013)" set forth by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of April 30, 2022. PricewaterhouseCoopers LLP, an independent registered public accounting firm, audited the effectiveness of the Company's internal control over financial reporting as of April 30, 2022, as stated in its report which appears herein.
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of La-Z-Boy Incorporated
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheet of La-Z-Boy Incorporated and its subsidiaries (the “Company”) as of April 30, 2022 and April 24, 2021, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended April 30, 2022, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended April 30, 2022 appearing under Item 16 (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of April 30, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of April 30, 2022 and April 24, 2021, and the results of its operations and its cash flows for each of the three years in the period ended April 30, 2022 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of April 30, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Change in Accounting Principle
As discussed in Note 6 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in fiscal 2020.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the
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company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Accrued Product Warranties for the Wholesale Segment
As described in Note 12 to the consolidated financial statements, as of April 30, 2022, the Company had accrued product warranties of $27 million, of which the Wholesale segment comprises a significant portion. Management accrues an estimated liability for product warranties when revenue is recognized on the sale of warrantied products. Management estimates future warranty claims on product sales based on historical claims experience and periodically adjusts the provision to reflect changes in actual experience. The liability estimate incorporates repair costs, including materials, labor and overhead amounts necessary to perform repairs, and any costs associated with delivering the repaired product to customers.
The principal considerations for our determination that performing procedures relating to the accrued product warranties for the Wholesale segment is a critical audit matter are (i) the significant judgment by management when developing the accrual and (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures relating to the estimation methodology and the applicability of historical cost of materials and labor used in the methodology.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the accrued product warranties for the Wholesale segment. These procedures also included, among others, evaluating the appropriateness of the estimation methodology applied in the accrual, evaluating the applicability of the historical cost of materials and labor used in the methodology, and testing the historical cost of materials and labor.
/s/ PricewaterhouseCoopers LLP
Detroit, Michigan
June 21, 2022
We have served as the Company’s auditor since 1968.
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LA-Z-BOY INCORPORATED
CONSOLIDATED STATEMENT OF INCOME
Fiscal Year Ended
(53 weeks) (52 weeks) (52 weeks)
(Amounts in thousands, except per share data) 4/30/2022 4/24/2021 4/25/2020
Sales $ 2,356,811 $ 1,734,244 $ 1,703,982
Cost of sales 1,440,842 993,984 982,537
Gross profit 915,969 740,260 721,445
Selling, general and administrative expense 709,213 603,524 575,821
Goodwill impairment — — 26,862
Operating income 206,756 136,736 118,762
Interest expense ( 895 ) ( 1,390 ) ( 1,291 )
Interest income 1,338 1,101 2,785
Other income (expense), net ( 1,708 ) 9,466 ( 5,083 )
Income before income taxes 205,491 145,913 115,173
Income tax expense 53,163 38,384 36,189
Net income 152,328 107,529 78,984
Net income attributable to noncontrolling interests ( 2,311 ) ( 1,068 ) ( 1,515 )
Net income attributable to La-Z-Boy Incorporated $ 150,017 $ 106,461 $ 77,469
Basic weighted average common shares 44,023 45,983 46,399
Basic net income attributable to La-Z-Boy Incorporated per share $ 3.41 $ 2.31 $ 1.67
Diluted weighted average common shares 44,294 46,367 46,736
Diluted net income attributable to La-Z-Boy Incorporated per share $ 3.39 $ 2.30 $ 1.66
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
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LA-Z-BOY INCORPORATED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Fiscal Year Ended
(53 weeks) (52 weeks) (52 weeks)
(Amounts in thousands) 4/30/2022 4/24/2021 4/25/2020
Net income $ 152,328 $ 107,529 $ 78,984
Other comprehensive income (loss)
Currency translation adjustment ( 5,804 ) 5,466 ( 2,207 )
Change in fair value of cash flow hedges, net of tax — — 10
Net unrealized gains (losses) on marketable securities, net of tax ( 668 ) ( 79 ) 185
Net pension amortization and actuarial gain (loss), net of tax 1,394 578 ( 1,197 )
Total other comprehensive income (loss) ( 5,078 ) 5,965 ( 3,209 )
Total comprehensive income before noncontrolling interests 147,250 113,494 75,775
Comprehensive income attributable to noncontrolling interests ( 1,509 ) ( 1,602 ) ( 1,249 )
Comprehensive income attributable to La-Z-Boy Incorporated $ 145,741 $ 111,892 $ 74,526
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
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LA-Z-BOY INCORPORATED
CONSOLIDATED BALANCE SHEET
(Amounts in thousands, except par value) 4/30/2022 4/24/2021
Current assets
Cash and equivalents $ 245,589 $ 391,213
Restricted cash 3,267 3,490
Receivables, net of allowance of $ 3,406 at 4/30/2022 and $ 4,011 at 4/24/2021
183,747 139,341
Inventories, net 303,191 226,137
Other current assets 215,982 165,979
Total current assets 951,776 926,160
Property, plant and equipment, net 253,144 219,194
Goodwill 194,604 175,814
Other intangible assets, net 33,971 30,431
Deferred income taxes – long-term 10,632 11,915
Right of use lease assets 405,755 343,800
Other long-term assets, net 82,207 79,008
Total assets $ 1,932,089 $ 1,786,322
Current liabilities
Accounts payable 104,025 94,152
Lease liabilities, short-term 75,271 67,614
Accrued expenses and other current liabilities 496,393 449,904
Total current liabilities 675,689 611,670
Lease liabilities, long-term 354,843 295,023
Other long-term liabilities 81,935 97,483
Shareholders' equity
Preferred shares – 5,000 authorized; none issued
— —
Common shares, $ 1 par value – 150,000 authorized; 43,089 outstanding at 4/30/2022 and 45,361 outstanding at 4/24/2021
43,089 45,361
Capital in excess of par value 342,252 330,648
Retained earnings 431,181 399,010
Accumulated other comprehensive loss ( 5,797 ) ( 1,521 )
Total La-Z-Boy Incorporated shareholders' equity 810,725 773,498
Noncontrolling interests 8,897 8,648
Total equity 819,622 782,146
Total liabilities and equity $ 1,932,089 $ 1,786,322
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
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LA-Z-BOY INCORPORATED
CONSOLIDATED STATEMENT OF CASH FLOWS
Fiscal Year Ended
(53 weeks) (52 weeks) (52 weeks)
(Amounts in thousands) 4/30/2022 4/24/2021 4/25/2020
Cash flows from operating activities
Net income $ 152,328 $ 107,529 $ 78,984
Adjustments to reconcile net income to cash provided by operating activities
(Gain)/loss on disposal of assets ( 13,657 ) ( 37 ) ( 10,068 )
Gain on sale of investments ( 478 ) ( 954 ) ( 693 )
Provision for doubtful accounts ( 617 ) ( 3,169 ) 13,383
Depreciation and amortization 39,771 33,021 31,192
Amortization of right-of-use lease assets 72,942 65,571 67,673
Equity-based compensation expense 11,858 12,671 8,371
Goodwill impairment — — 26,862
Pension termination refund — — ( 1,900 )
Change in deferred taxes 1,022 8,790 719
Change in receivables ( 41,829 ) ( 38,288 ) 29,686
Change in inventories ( 72,022 ) ( 40,727 ) 14,900
Change in other assets ( 16,232 ) 2,926 7,039
Change in payables 6,326 37,068 ( 9,913 )
Change in lease liabilities ( 73,805 ) ( 65,881 ) ( 66,238 )
Change in other liabilities 13,397 191,397 ( 25,755 )
Net cash provided by operating activities 79,004 309,917 164,242
Cash flows from investing activities
Proceeds from disposals of assets 22,588 2,770 11,273
Proceeds from insurance — — 1,080
Capital expenditures ( 76,580 ) ( 37,960 ) ( 46,035 )
Purchases of investments ( 34,152 ) ( 39,584 ) ( 37,477 )
Proceeds from sales of investments 36,096 36,071 37,244
Acquisitions ( 26,323 ) ( 2,000 ) —
Net cash used for investing activities ( 78,371 ) ( 40,703 ) ( 33,915 )
Cash flows from financing activities
Net proceeds from credit facility — — 75,000
Payments on debt and finance lease liabilities ( 121 ) ( 75,050 ) ( 161 )
Holdback payments for acquisition purchases ( 23,000 ) ( 5,783 ) ( 6,850 )
Stock issued for stock and employee benefit plans, net of shares withheld for taxes ( 1,818 ) 9,030 3,029
Repurchases of common stock ( 90,645 ) ( 44,202 ) ( 43,369 )
Dividends paid to shareholders ( 27,717 ) ( 16,542 ) ( 25,091 )
Dividends paid to minority interest joint venture partners (1)
( 1,260 ) ( 8,507 ) —
Net cash used for financing activities ( 144,561 ) ( 141,054 ) 2,558
Effect of exchange rate changes on cash and equivalents ( 1,919 ) 3,015 ( 1,144 )
Change in cash, cash equivalents and restricted cash ( 145,847 ) 131,175 131,741
Cash, cash equivalents and restricted cash at beginning of period 394,703 263,528 131,787
Cash, cash equivalents and restricted cash at end of period $ 248,856 $ 394,703 $ 263,528
Supplemental disclosure of non-cash investing activities
Capital expenditures included in accounts payable $ 9,234 $ 4,638 $ 3,528
(1) Includes dividends paid to joint venture minority partners resulting from the repatriation of dividends from our foreign earnings that we no longer consider permanently reinvested.
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
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LA-Z-BOY INCORPORATED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(Amounts in thousands, except per share amounts) Common
Shares Capital in Excess of
Par Value Retained
Earnings Accumulated Other
Comprehensive Income
(Loss) Non-Controlling
Interests Total
At April 27, 2019 $ 46,955 $ 313,168 $ 325,847 $ ( 3,462 ) $ 14,468 $ 696,976
Net income — — 77,469 — 1,515 78,984
Other comprehensive income (loss) — — — ( 2,943 ) ( 266 ) ( 3,209 )
Stock issued for stock and employee benefit plans, net of cancellations and withholding tax 311 4,453 ( 1,735 ) — — 3,029
Purchases of 1,409 shares of common stock
( 1,409 ) ( 8,097 ) ( 33,863 ) — — ( 43,369 )
Stock option and restricted stock expense — 8,371 — — — 8,371
Cumulative effect adjustment for leases, net of tax (1) — — 574 — — 574
Reclassification of certain income tax effects (2) — — 547 ( 547 ) — —
Dividends declared and paid ($ 0.54 /share)
— — ( 25,091 ) — — ( 25,091 )
Dividends declared not paid ($ 0.54 /share)
— — ( 115 ) — — ( 115 )
Change in noncontrolling interests — 320 — — ( 164 ) 156
At April 25, 2020 $ 45,857 $ 318,215 $ 343,633 $ ( 6,952 ) $ 15,553 $ 716,306
Net income — — 106,461 — 1,068 107,529
Other comprehensive income (loss) — — — 5,431 534 5,965
Stock issued for stock and employee benefit plans, net of cancellations and withholding tax 583 10,188 ( 1,741 ) — — 9,030
Purchases of 1,079 shares of common stock
( 1,079 ) ( 10,426 ) ( 32,697 ) — — ( 44,202 )
Stock option and restricted stock expense — 12,671 — — — 12,671
Dividends declared and paid ($ 0.36 /share) (3)
— — ( 16,542 ) — ( 8,507 ) ( 25,049 )
Dividends declared not paid ($ 0.36 /share)
— — ( 104 ) — — ( 104 )
At April 24, 2021 $ 45,361 $ 330,648 $ 399,010 $ ( 1,521 ) $ 8,648 $ 782,146
Net income — — 150,017 — 2,311 152,328
Other comprehensive income (loss) — — — ( 4,276 ) ( 802 ) ( 5,078 )
Stock issued for stock and employee benefit plans, net of cancellations and withholding tax 208 834 ( 2,860 ) — — ( 1,818 )
Purchases of 2,480 shares of common stock
( 2,480 ) ( 1,088 ) ( 87,077 ) — — ( 90,645 )
Stock option and restricted stock expense — 11,858 — — — 11,858
Dividends declared and paid ($ 0.63 /share) (3)
— — ( 27,717 ) — ( 1,260 ) ( 28,977 )
Dividends declared not paid ($ 0.63 /share)
— — ( 192 ) — — ( 192 )
At April 30, 2022 $ 43,089 $ 342,252 $ 431,181 $ ( 5,797 ) $ 8,897 $ 819,622
(1) Cumulative effect adjustment of deferred gains on prior sale/leaseback transactions as a result of adopting ASU 2016-02 , Leases (Topic 842).
(2) Income tax effects of the Tax Cuts and Jobs Act are reclassified from Accumulated Other Comprehensive Income ("AOCI") to retained earnings due to the adoption of ASU 2018-02 , Income Statement-Reporting Comprehensive Income (Topic 220).
(3) Non-controlling interests include dividends paid to joint venture minority partners resulting from the repatriation of dividends from our foreign earnings that we no longer consider permanently reinvested.
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1: Accounting Policies
The following is a summary of significant accounting policies followed in the preparation of La-Z-Boy Incorporated and its subsidiaries' (individually and collectively, "we," "our," "us," "La-Z-Boy" or the "Company") consolidated financial statements. Our fiscal year ends on the last Saturday of April. Our 2022 fiscal year included 53 weeks, whereas our 2021 and 2020 fiscal years included 52 weeks. The additional week in fiscal 2022 was included in the fourth quarter.
Principles of Consolidation
The accompanying consolidated financial statements include the consolidated accounts of La-Z-Boy Incorporated and our majority-owned subsidiaries. The portion of less than wholly-owned subsidiaries is included as non-controlling interest. All intercompany transactions have been eliminated, including any related profit on intercompany sales.
At April 30, 2022, we owned investments in two privately-held companies consisting of non-marketable preferred shares, warrants to purchase common shares, and convertible notes. Each of these companies is a variable interest entity and we have not consolidated their results in our financial statements because we do not have the power to direct those activities that most significantly impact their economic performance and, therefore, are not the primary beneficiary.
Use of Estimates
The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America. These principles require management to make estimates and assumptions that affect the reported amounts or disclosures of assets, liabilities (including contingent liabilities), sales, and expenses at the date of the financial statements. Actual results could differ from those estimates.
Cash and Equivalents
For purposes of the consolidated balance sheet and statement of cash flows, we consider all highly liquid debt instruments purchased with initial maturities of three months or less to be cash equivalents.
Restricted Cash
We have cash on deposit with a bank as collateral for certain letters of credit.
Inventories
Inventories are stated at the lower of cost or market. Cost is determined using the last-in, first-out ("LIFO") basis for approximately 60 % and 61 % of our inventories at April 30, 2022, and April 24, 2021, respectively. Cost is determined for all other inventories on a first-in, first-out ("FIFO") basis. The majority of our La-Z-Boy Wholesale segment inventory uses the LIFO method of accounting, while the FIFO method is used primarily in our Retail segment and Joybird business.
Property, Plant and Equipment
Items capitalized, including significant betterments to existing facilities, are recorded at cost. Capitalized computer software costs include internal and external costs incurred during the software's development stage. Internal costs relate primarily to employee activities for coding and testing the software under development. Computer software costs are depreciated over three to five years . All maintenance and repair costs are expensed when incurred. Depreciation is computed principally using straight-line methods over the estimated useful lives of the assets.
Disposal and Impairment of Long-Lived Assets
Retirement or dispositions of long-lived assets are recorded based on carrying value and proceeds received. Any resulting gains or losses are recorded as a component of selling, general and administrative ("SG&A") expenses.
We review the carrying value of our long-lived assets, which includes our right-of-use lease assets, for impairment if events or changes in circumstances indicate that their carrying amounts may not be recoverable. Our assessment of recoverability is based
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on our best estimates using either quoted market prices or an analysis of the undiscounted projected future cash flows by asset groups in order to determine if there is any indicator of impairment requiring us to further assess the fair value of our long-lived assets. Our asset groups consist of our operating segments in our Wholesale reportable segment, each of our retail stores, our Joybird operating segment, and other corporate assets, which are evaluated at the consolidated level.
Indefinite-Lived Intangible Assets and Goodwill
Indefinite-lived intangible assets include our American Drew trade name and the reacquired right to own and operate La-Z-Boy Furniture Galleries ® stores we have acquired. Prior to our retail acquisitions, we licensed the exclusive right to own and operate La-Z-Boy Furniture Galleries ® stores (and to use the associated trademarks and trade name) in those markets to the dealers whose assets we acquired, and we reacquired these rights when we purchased the dealers' other assets. The reacquired right to own and operate La-Z-Boy Furniture Galleries ® stores are indefinite-lived because our retailer agreements are perpetual agreements that have no specific expiration date and no renewal options. A Retailer Agreement remains in effect as long as the independent retailer is not in default under the terms of the agreement.
Our goodwill relates to the acquisitions of La-Z-Boy Furniture Galleries ® stores, the La-Z-Boy wholesale business in the United Kingdom and Ireland, the La-Z-Boy manufacturing business in the United Kingdom, and Joybird ® , an e-commerce retailer and manufacturer of upholstered furniture. The reporting unit for goodwill arising from retail store acquisitions is our Retail operating segment. We have three geographic regions which are considered components of our Retail operating segment. These three geographic regions are aggregated into one reporting unit for goodwill because they are economically similar, they operate in a consistent manner across the regions, and each store supports and benefits from common research and development projects. Additionally, the goodwill is recoverable from each of the geographic regions working in concert because we can change the composition of the regions to strategically rebalance management and distribution capacity as needed. The reporting unit for goodwill arising from the acquisition of the La-Z-Boy wholesale business in the United Kingdom and Ireland, the acquisition of the La-Z-Boy manufacturing business in the United Kingdom, and the acquisition of Joybird is each respective business.
We test indefinite-lived intangibles and goodwill for impairment on an annual basis in the fourth quarter of our fiscal year, or more frequently if events or changes in circumstances indicate that the carrying value might be impaired. We have the option to first assess qualitative factors in order to determine if it is more likely than not that the fair value of our intangible assets or reporting units are greater than their carrying value. If the qualitative assessment leads to a determination that the intangible asset/reporting unit’s fair value may be less than its carrying value, or if we elect to bypass the qualitative assessment altogether, we are required to perform a quantitative impairment test by calculating the fair value of the intangible asset/reporting unit and comparing the fair value with its associated carrying value. When we perform the quantitative test for indefinite-lived intangible assets, we establish the fair value of our indefinite-lived trade names and reacquired rights based upon the relief from royalty method. When we perform the quantitative test for goodwill, we establish the fair value for the reporting unit based on the income approach in which we utilize a discounted cash flow model. In situations where the fair value is less than the carrying value, an impairment charge would be recorded for the shortfall.
Amortizable Intangible Assets
We have amortizable intangible assets related to the acquisition of the La-Z-Boy wholesale business in the United Kingdom and Ireland, which primarily include acquired customer relationships. These intangible assets are amortized on a straight-line basis over their estimated useful lives, which do not exceed 15 years. We also have an amortizable intangible asset for the Joybird ® trade name, which is amortized on a straight-line basis over its estimated useful life of eight years . All intangible amortization expense is recorded as a component of SG&A expense. We test amortizable intangible assets for impairment if events or changes in circumstances indicate that the assets might be impaired. If we determine an assessment for impairment is necessary, we establish the fair value of these amortizable intangible assets based on the multi-period excess earnings method, a variant of the income approach, and the relief from royalty method, as applicable.
Investments
Available-for-sale debt securities are recorded at fair value with the net unrealized gains and losses (that are deemed to be temporary) reported as a component of other comprehensive income/(loss). Equity securities are recorded at fair value with unrealized gains and losses recorded in other income (expense), net. We also hold investments in two privately-held companies consisting of non-marketable preferred shares, warrants to purchase common shares, and convertible notes. The fair value of these equity investments (preferred shares and warrants) is not readily determinable and therefore, we estimate the fair value as costs minus impairment, if any, plus or minus adjustments resulting from observable price changes in orderly transactions for identical or similar investments with the same issuer. The convertible notes are recorded at fair value with the net unrealized
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gains and losses (that are deemed to be temporary) reported as a component of other comprehensive income, consistent with our other available-for-sale debt securities.
Realized gains and losses for all investments, charges for other-than-temporary impairments of debt securities, and charges for impairment on our equity investments without readily determinable values are included in determining net income, with related purchase costs based on the first-in, first-out method. We evaluate our available-for-sale debt investments for possible other-than-temporary impairments by reviewing factors such as the extent to which an investment's fair value is below our cost basis, the issuer's financial condition, and our ability and intent to hold the investment for sufficient time for its market value to recover. For impairments that are other-than-temporary, an impairment loss is recognized in earnings equal to the difference between the investment's cost and its fair value at the balance sheet date of the reporting period for which the assessment is made. The fair value of the investment then becomes the new amortized cost basis of the investment and it is not adjusted for subsequent recoveries in fair value. There were no impairments recorded in the fiscal years ended April 30, 2022, or April 24, 2021, and there was an impairment charge for one of the investments of $ 6.0 million in fiscal 2020 that was recorded as a component of other income (expense), net.
Life Insurance
Life insurance policies are recorded at the amount that could be realized under the insurance contract as of the date of our consolidated balance sheet. These assets are classified as other long-term assets on our consolidated balance sheet and are used to fund our executive deferred compensation plan and performance compensation retirement plan. The change in cash surrender or contract value is recorded as income or expense, in other income (expense), net, during each period.
Customer Deposits
We collect a deposit on a portion of the total merchandise price at the time a customer order is placed in one of our company-owned retail stores, and through our website, www.la-z-boy.com. We record this as a customer deposit, which is included in our accrued expenses and other current liabilities on our consolidated balance sheet. The balance of the order is paid in full prior to delivery of the product. At the time the customer places an order through www.joybird.com, we collect the entire amount owed and record this as a customer deposit.
Revenue Recognition and Related Allowances
Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to receive in exchange for those goods or services. We generate revenues primarily by manufacturing/importing and delivering upholstery and casegoods (wood) furniture products to independent furniture retailers, independently-owned La-Z-Boy Furniture Galleries ® stores or the end consumer. Each unit of furniture is a separate performance obligation, and we satisfy our performance obligation when control of our product is passed to our customer, which is the point in time that our customers are able to direct the use of and obtain substantially all of the remaining economic benefit of the goods or services.
The majority of our wholesale shipping agreements are freight-on-board shipping point and risk of loss transfers to our customer once the product is out of our control. Accordingly, revenue is recognized for product shipments on third-party carriers at the point in time that our product is loaded onto the third-party container or truck and that container or truck leaves our facility. For our imported products, we recognize revenue at the point in time that legal ownership is transferred, which may not occur until after the goods have passed through U.S. Customs. In all cases, this revenue includes amounts we bill to customers for freight charges, because we have elected to treat shipping activities that occur after the customer has obtained control of our product as a fulfillment cost rather than an additional promised service. Because of this election, we recognize revenue for shipping when control of our product passes to our customer, and the shipping costs are accrued when the freight revenue is recognized. Revenue for product shipments on company-owned trucks is recognized for the product and freight at the point in time that our product is delivered to our customer's location.
We recognize revenue for retail sales and online sales to the end consumer through our company-owned retail stores, www.la-z-boy.com or www.joybird.com once the end consumer has taken control of the furniture, at which point legal title has passed to them. This takes place when the product is delivered to the end consumer's home. Home delivery is not a promised service to our customer, and is not a separate performance obligation, because home delivery is a fulfillment activity as the costs are incurred as part of transferring our product to the end consumer. At the time the customer places an order through our company-owned retail stores or www.la-z-boy.com, we collect a deposit on a portion of the total merchandise price. We record this as a customer deposit, which is included in accrued expenses and other current liabilities on our consolidated balance sheet. The balance of the order is paid in full prior to delivery of the product. Once the order is taken through our company-owned retail stores or www.la-z-boy.com we recognize a contract asset and a corresponding deferred revenue liability for the difference
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between the total order and the deposit collected. The contract asset is included in other current assets on our consolidated balance sheet and the deferred revenue is included in accrued expenses and other current liabilities on our consolidated balance sheet. At the time the customer places an order through www.joybird.com, we collect the entire amount owed and record this as a customer deposit. Because the entire amount owed is collected at the time of the order, there is no contract asset recorded for Joybird sales.
At the time we recognize revenue, we make provisions for estimated refunds, product returns, and warranties, as well as other incentives that we may offer to customers. When estimating our incentives, we utilize either the expected value method or the most likely amount to determine the amount of variable consideration. We use either method depending on which method will provide the best estimate of the variable consideration, and we only include variable consideration when it is probable that there will not be a significant reversal in the amount of cumulative revenue recognized when the uncertainty associated with the variable consideration is subsequently resolved. Incentives offered to customers include cash discounts, rebates, advertising agreements and other sales incentive programs. Our sales incentives, including cash discounts and rebates, are recorded as a reduction to revenues. Service allowances are for a distinct good or service with our customers and are recorded as a component of SG&A expense in our consolidated statement of income, and are not recorded as a reduction of revenue and are not considered variable consideration. We use substantial judgment based on the type of variable consideration or service allowance, historical experience and expected sales volume when estimating these provisions. The expected costs associated with our warranties and service allowances are recognized as expense when our products are sold. For sales tax, we elected to exclude from the measurement of the transaction price all taxes imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer, including sales, use, excise, value-added, and franchise taxes (collectively referred to as sales taxes). This allows us to present revenue net of these certain types of taxes.
All orders are fulfilled within one year of order date, therefore we do not have any unfulfilled performance obligations. Additionally, we elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component because at contract inception we expect the period between when we transfer our product to our customer and when the customer pays for the product to be one year or less.
Allowance for Credit Losses
Trade accounts receivable arise from the sale of products on trade credit terms. On a quarterly basis, we review all significant accounts as to their past due balances, as well as collectability of the outstanding trade accounts receivable for possible write off. It is our policy to write off the accounts receivable against the allowance account when we deem the receivable to be uncollectible. Additionally, we review orders from dealers that are significantly past due, and we ship product only when our ability to collect payment from our customer for the new order is probable.
Our allowances for credit losses reflect our best estimate of losses inherent in the trade accounts receivable balance. We determine the allowance based on known troubled accounts, weighing probabilities of future conditions and expected outcomes, and other currently available evidence.
Cost of Sales
Our cost of sales consists primarily of the cost to manufacture or purchase our merchandise, inspection costs, internal transfer costs, in-bound freight costs, outbound shipping costs, as well as warehousing costs, occupancy costs, and depreciation expense related to our manufacturing facilities and equipment.
Selling, General and Administrative Expenses
SG&A expenses include the costs of selling our products and other general and administrative costs. Selling expenses are primarily composed of commissions, advertising, warranty, bad debt expense, and compensation and benefits of employees performing various sales functions. Additionally, the occupancy costs of our retail facilities and the warehousing costs of our regional distribution centers are included as a component of SG&A. Other general and administrative expenses included in SG&A are composed primarily of compensation and benefit costs for administrative employees and other administrative costs.
Other Income (Expense), Net
Other income (expense), net is made up primarily of foreign currency exchange net gain/(loss), gain/(loss) on the sale of investments, and unrealized gain/(loss) on equity securities. Other income (expense), net for fiscal 2021 also includes the benefit of $ 5.2 million of payroll tax credits resulting from the CARES Act and other income (expense), net for fiscal 2020
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includes a $ 1.9 million refund related to the fiscal 2019 termination of our defined benefit pension plan for eligible hourly employees in our La-Z-Boy operating unit.
Research and Development Costs
Research and development costs are charged to expense in the periods incurred. Expenditures for research and development costs were $ 9.0 million, $ 7.6 million, and $ 10.8 million for the fiscal years ended April 30, 2022, April 24, 2021, and April 25, 2020, respectively, and are included as a component of SG&A.
Advertising Expenses
Production costs of commercials, programming and costs of other advertising, promotion and marketing programs are charged to expense in the period in which the commercial or advertisement is first aired or released. Gross advertising expenses were $ 126.8 million, $ 94.6 million, and $ 108.3 million for the fiscal years ended April 30, 2022, April 24, 2021, and April 25, 2020, respectively.
A portion of our advertising program is a national advertising campaign. This campaign is a shared advertising program with our dealers' La-Z-Boy Furniture Galleries ® stores, which reimburse us for about 25 % of the cost of the program (excluding company-owned stores). Because of this shared cost arrangement, the advertising expense is reported as a component of SG&A, while the dealers' reimbursement portion is reported as a component of sales.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.
In periods when deferred tax assets are recorded, we are required to estimate whether recoverability is more likely than not (i.e. a likelihood of more than 50%), based on, among other things, forecasts of taxable earnings in the related tax jurisdiction. We consider historical and projected future results of operations, the eligible carry-forward period, tax law changes, tax planning opportunities, and other relevant considerations when making judgments about realizing the value of our deferred tax assets.
We recognize in our consolidated financial statements the benefit of a position taken or expected to be taken in a tax return when it is more likely than not that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is more likely than not to be realized upon settlement. Changes in judgment that result in subsequent recognition, derecognition or change in a measurement date of a tax position taken in a prior annual period (including any related interest and penalties) are recognized as a discrete item in the interim period in which the change occurs.
Foreign Currency Translation
Foreign currency transaction gains and losses associated with translating assets and liabilities denominated in a currency that is different than a subsidiaries' functional currency, are recorded in cost of sales and other income (expense), net in our consolidated statement of income. Assets and liabilities of foreign subsidiaries whose functional currency is their local currency are translated at the year-end exchange rates, and revenues and expenses are translated at average exchange rates for the period, with the corresponding translation effect included as a component of other comprehensive income.
Accounting for Stock-Based Compensation
We estimate the fair value of equity-based awards, including option awards and stock-based awards that vest based on market conditions, on the date of grant using option-pricing models. The value of the portion of the equity-based awards that are ultimately expected to vest is recognized as expense over the requisite service periods in our consolidated statement of income using a straight-line single-option method. We measure stock-based compensation cost for liability-based awards based on the fair value of the award on the grant date, and recognize it as expense over the vesting period. The liability for these awards is remeasured and adjusted to its fair value at the end of each reporting period until paid. We record compensation cost for stock-
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based awards that vest based on performance conditions ratably over the vesting periods when the vesting of such awards become probable.
Commitments and Contingencies
We establish an accrued liability for legal matters when those matters present loss contingencies that are both probable and reasonably estimable. As a litigation matter develops and in conjunction with any outside legal counsel handling the matter, we evaluate on an ongoing basis whether such matter presents a loss contingency that is probable and reasonably estimable. When a loss contingency is not both probable and reasonably estimable, we do not establish an accrued liability. If, at the time of evaluation, the loss contingency related to a litigation matter is not both probable and reasonably estimable, the matter will continue to be monitored for further developments that would make such loss contingency both probable and reasonably estimable. Once the loss contingency related to a litigation matter is deemed to be both probable and reasonably estimable, we will establish an accrued liability with respect to such loss contingency and record a corresponding amount of litigation-related expense. We continue to monitor the matter for further developments that could affect the amount of the accrued liability that has been previously established.
Insurance/Self-Insurance
We use a combination of insurance and self-insurance for a number of risks, including workers' compensation, general liability, vehicle liability and the company-funded portion of employee-related health care benefits. Liabilities associated with these risks are estimated in part by considering historic claims experience, demographic factors, severity factors and other assumptions. Our workers' compensation reserve is an undiscounted liability. We have various excess loss coverages for employee-related health care benefits, vehicle liability, product liability, and workers' compensation liabilities. Our deductibles generally do not exceed $ 2.5 million.
Recent Accounting Pronouncements
Accounting pronouncement adopted in fiscal 2022
The following table summarizes Accounting Standards Updates ("ASUs") which were adopted in fiscal 2022, but did not have a
material impact on our accounting policies or our consolidated financial statements and related disclosures.
ASU Description
ASU 2018-14 Compensation – Retirement benefits – Defined Benefit Plans – General (Subtopic 715-20): Changes to the Disclosure Requirements for Defined Benefit Plans
ASU 2019-12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes
ASU 2020-01 Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815
ASU 2021-10 Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance
Accounting pronouncements not yet adopted
The following table summarizes additional accounting pronouncements which we have not yet adopted, but we believe will not have a material impact on our accounting policies or our consolidated financial statements and related disclosures.
ASU Description Adoption Date
ASU 2021-08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities From Contracts With Customers Fiscal 2024
Note 2: Acquisitions
Each of the acquisitions completed in fiscal 2022 noted below were not significant to our consolidated financial statements, and, therefore, pro-forma financial information is not presented. All of our provisional purchase accounting estimates for these acquisitions are based on the information and data available to us as of the time of the issuance of these financial statements, and in accordance with Accounting Standard Codification Topic 805-10-25-15, are subject to change within the first 12 months following the acquisition as we gain additional data.
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Alabama and Chattanooga, Tennessee acquisition
On December 6, 2021, we completed our acquisition of the Alabama and Chattanooga, Tennessee businesses that operate four independently owned La-Z-Boy Furniture Galleries ® stores in Alabama and one in Chattanooga, Tennessee, for $ 8.3 million, subject to customary purchase price adjustments. In the third quarter of fiscal 2022, we paid $ 8.0 million of cash for the purchase of the Alabama and Chattanooga, Tennessee stores and assets. This acquisition reflects a core component of our strategic priorities, which is to grow our company-owned retail business and leverage our integrated retail model (where we earn a combined profit on both the wholesale and retail sales) in suitable geographic markets, alongside the existing La-Z-Boy Furniture Galleries ® network.
Prior to this acquisition, we licensed to the counterparty the exclusive right to own and operate La-Z-Boy Furniture Galleries ® stores (and to use the associated trademarks and trade name) in the Alabama and Chattanooga, Tennessee markets, and we reacquired these rights when we consummated the transaction. The reacquired rights are indefinite-lived because our Retailer Agreements are perpetual agreements that have no specific expiration date and no renewal options. The effective settlement of these arrangements resulted in no settlement gain or loss as the contractual terms were at market. We recorded an indefinite-lived intangible asset of $ 4.1 million related to these reacquired rights. We also recognized $ 7.4 million of goodwill in our Retail segment related primarily to synergies we expect from the integration of the acquired stores and future benefits of these synergies. For federal income tax purposes, we will amortize and appropriately deduct all of the indefinite-lived intangible assets and goodwill assets over 15 years.
Furnico (La-Z-Boy United Kingdom Manufacturing) acquisition
On October 25, 2021, we completed the acquisition of Furnico Furniture Ltd ("Furnico"), an upholstery manufacturing business in the U.K for approximately $ 13.3 million, subject to customary purchase price adjustments and in the third and fourth quarters of fiscal 2022, we paid total cash of $ 13.9 million for the purchase of the Furnico business. Furnico produces La-Z-Boy branded product for the La-Z-Boy U.K. business and also operates a wholesale business, selling white label products to key U.K. retailers. With this acquisition, we expect to realize production synergies, cost savings through materials procurement, and increases in production capacity to support growth in the La-Z-Boy U.K business.
We recognized $ 9.2 million of goodwill in our Wholesale segment related primarily to synergies we expect from the integration of the acquired business and future benefits of these synergies. The goodwill asset for Furnico is not deductible for federal income tax purposes.
Long Island, New York acquisition
On August 16, 2021, we completed our acquisition of the Long Island, New York business that operates three independently owned La-Z-Boy Furniture Galleries ® stores for $ 4.5 million, subject to customary adjustments. In the second quarter of fiscal 2022, we paid $ 4.4 million of cash for the purchase of the Long Island, New York stores and assets. This acquisition reflects a core component of our strategic priorities, which is to grow our company-owned retail business and leverage our integrated retail model (where we earn a combined profit on both the wholesale and retail sales) in suitable geographic markets, alongside the existing La-Z-Boy Furniture Galleries ® network.
Prior to this acquisition, we licensed to the counterparty the exclusive right to own and operate La-Z-Boy Furniture Galleries ® stores (and to use the associated trademarks and trade name) in the Long Island, New York market, and we reacquired these rights when we consummated the transaction. The reacquired rights are indefinite-lived because our Retailer Agreements are perpetual agreements that have no specific expiration date and no renewal options. The effective settlement of these arrangements resulted in no settlement gain or loss as the contractual terms were at market. We recorded an indefinite-lived intangible asset of $ 0.8 million related to these reacquired rights. We also recognized $ 4.4 million of goodwill in our Retail segment related primarily to synergies we expect from the integration of the acquired stores and future benefits of these synergies. For federal income tax purposes, we will amortize and appropriately deduct all of the indefinite-lived intangible assets and goodwill assets over 15 years.
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Prior Year Acquisitions
We completed the following acquisition in fiscal 2021. We did not complete any acquisitions during fiscal 2020.
Seattle, Washington acquisition
On September 14, 2020, we completed our asset acquisition of the Seattle, Washington business that operated six independently owned La-Z-Boy Furniture Galleries ® stores and one warehouse for $ 13.5 million, subject to customary purchase price adjustments. In the second quarter of fiscal 2021, a $ 2.0 million cash payment was made for the purchase with future guaranteed payments of $ 9.4 million to be paid over 36 months or fewer, with timing of payments dependent upon the achievement of sales thresholds defined in the purchase agreement. This acquisition reflects a core component of our strategic priorities, which is to grow our company-owned retail business and leverage our integrated retail model (where we earn a combined profit on both the wholesale and retail sales) in suitable geographic markets, alongside the existing La-Z-Boy Furniture Galleries ® network.
Prior to this acquisition, we licensed to the counterparty the exclusive right to own and operate La-Z-Boy Furniture Galleries ® stores (and to use the associated trademarks and trade name) in the Seattle, Washington market, and we reacquired these rights when we consummated the transaction. The reacquired rights are indefinite-lived because our Retailer Agreements are perpetual agreements that have no specific expiration date and no renewal options. The effective settlement of these arrangements resulted in no settlement gain or loss as the contractual terms were at market. We recorded an indefinite-lived intangible asset of $ 2.2 million related to these reacquired rights. We also recognized $ 12.9 million of goodwill in our Retail segment related primarily to synergies we expect from the integration of the acquired stores and future benefits of these synergies. For federal income tax purposes, we will amortize and appropriately deduct all of the indefinite-lived intangible assets and goodwill assets over 15 years.
The acquisition of the Seattle, Washington business was not significant to our consolidated financial statements, and, therefore, pro-forma financial information is not presented .
Note 3: Restricted Cash
We have restricted cash on deposit with a bank as collateral for certain letters of credit. All of our letters of credit have maturity dates within the next 12 months, and we expect to renew some of these letters of credit when they mature.
(Amounts in thousands) 4/30/2022 4/24/2021
Cash and cash equivalents $ 245,589 $ 391,213
Restricted cash 3,267 3,490
Total cash, cash equivalents and restricted cash $ 248,856 $ 394,703
Note 4: Inventories
(Amounts in thousands) 4/30/2022 4/24/2021
Raw materials $ 146,896 $ 112,371
Work in process 36,834 24,791
Finished goods 185,870 121,182
FIFO inventories 369,600 258,344
Excess of FIFO over LIFO ( 66,409 ) ( 32,207 )
Total inventories (1)
$ 303,191 $ 226,137
(1) Increased balance due to rising costs and higher volume to support increased sales demand and manufacturing capacity.
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Note 5: Property, Plant and Equipment
(Amounts in thousands) Estimated Useful Lives 4/30/2022 4/24/2021
Buildings and building fixtures 3 - 30 years
$ 250,758 $ 234,375
Machinery and equipment 3 - 20 years
184,223 167,577
Information systems, hardware and software 3 - 15 years
102,861 93,174
Furniture and fixtures 3 - 10 years
23,665 23,441
Land improvements 3 - 30 years
23,541 23,855
Transportation equipment 3 - 6 years
16,499 15,372
Land N/A 8,587 12,405
Construction in progress N/A 38,712 24,848
648,846 595,047
Accumulated depreciation ( 395,702 ) ( 375,853 )
Net property, plant and equipment $ 253,144 $ 219,194
Depreciation expense for the fiscal years ended April 30, 2022, April 24, 2021, and April 25, 2020, was $ 38.3 million, $ 31.7 million, and $ 30.0 million, respectively.
Note 6: Leases
In February 2016, the Financial Accounting Standards Board issued ASU 2016-02, Leases (Topic 842), requiring lessees to record substantially all operating leases on their balance sheet. Under this standard, the lessee is required to record an asset for the right to use the underlying asset for the lease term and a corresponding liability for the contractual lease payments. We adopted this standard in the first quarter of fiscal 2020 using a modified retrospective approach.
The Company leases real estate for retail stores, distribution centers, warehouses, manufacturing plants, showrooms and office space. We also have equipment leases for tractors/trailers, IT and office equipment, and vehicles. We determine if a contract contains a lease at inception based on our right to control the use of an identified asset and our right to obtain substantially all the economic benefits from the use of that identified asset. Most of our real estate leases include options to renew or terminate early. We assess these options to determine if we are reasonably certain of exercising these options based on all relevant economic and financial factors. Any options that meet these criteria are included in the lease term at lease commencement.
Most of our leases do not have an interest rate implicit in the lease. As a result, for purposes of measuring our right of use ("ROU") lease asset and lease liability, we determine our incremental borrowing rate by applying a spread above the U.S. Treasury borrowing rates. If an interest rate is implicit in a lease we will use that rate as the discount rate for that lease. Some of our leases contain variable rent payments based on a Consumer Price Index or percentage of sales. Due to the variable nature of these costs, they are not included in the measurement of the ROU lease asset and lease liability.
Supplemental balance sheet information pertaining to our leases is as follows:
(Amounts in thousands) 4/30/2022 4/24/2021
Operating leases
ROU lease assets $ 405,287 $ 343,207
Lease liabilities, short-term 75,148 67,493
Lease liabilities, long-term 354,493 294,550
Finance leases
ROU lease assets $ 468 $ 593
Lease liabilities, short-term 123 121
Lease liabilities, long-term 350 473
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The ROU lease assets by segment are as follows:
(Amounts in thousands) 4/30/2022 4/24/2021
Wholesale $ 90,741 $ 76,899
Retail 296,908 253,910
Corporate & Other 18,106 12,991
Total ROU lease assets $ 405,755 $ 343,800
The components of lease cost are as follows:
Fiscal Year Ended
(53 weeks) (52 weeks) (52 weeks)
(Amounts in thousands) 4/30/2022 4/24/2021 4/25/2020
Operating lease cost $ 83,520 $ 79,072 $ 76,223
Finance lease cost 130 53 166
Short-term lease cost 2,097 545 248
Variable lease cost 159 ( 245 ) ( 40 )
Less: Sublease income ( 550 ) ( 1,546 ) ( 2,504 )
Total lease cost $ 85,356 $ 77,879 $ 74,093
The following tables present supplemental lease disclosures:
Fiscal Year Ended
(53 weeks) (52 weeks)
4/30/2022 4/24/2021
(Amounts in thousands) Operating Leases Finance Leases Operating Leases Finance Leases
Cash paid for amounts included in the measurement of lease liabilities $ 84,492 $ 130 $ 79,707 $ 53
Lease liabilities arising from new ROU lease assets 140,376 — 93,399 631
4/30/2022 4/24/2021
(Amounts in thousands) Operating Leases Finance Leases Operating Leases Finance Leases
Weighted-average remaining lease term (years) 7.2 3.8 6.8 4.8
Weighted-average discount rate 3.0 % 1.7 % 3.3 % 1.7 %
The following table presents our maturity of lease liabilities:
4/30/2022
(Amounts in thousands) Operating Leases (1) Finance Leases
Within one year $ 86,634 $ 130
After one year and within two years 78,802 130
After two years and within three years 66,837 130
After three years and within four years 54,262 98
After four years and within five years 44,027 —
After five years 146,570 —
Total lease payments 477,132 488
Less: Interest 47,491 15
Total lease obligations $ 429,641 $ 473
(1) Excludes approximately $ 54.3 million in future lease payments for various operating leases commencing in a future period
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Note 7: Goodwill and Other Intangible Assets
We have goodwill on our consolidated balance sheet as follows:
Reportable Segment/Unit Reporting Unit Related Acquisition
Wholesale Segment La-Z-Boy United Kingdom Wholesale business in the United Kingdom and Ireland
Wholesale Segment La-Z-Boy United Kingdom Manufacturing La-Z-Boy United Kingdom Manufacturing (Furnico)
Retail Segment Retail La-Z-Boy Furniture Galleries® stores
Corporate & Other Joybird Joybird
We test goodwill for impairment on an annual basis in the fourth quarter of each fiscal year, and more frequently if events or changes in circumstances indicate that it might be impaired. Under U.S. GAAP, we have the option to first assess qualitative factors in order to determine if it is more likely than not that the fair value of one of our reporting units is greater than its carrying value ("Step 0"). If the qualitative assessment leads to a determination that the reporting unit’s fair value is less than its carrying value, or if we elect to bypass the qualitative assessment altogether, we are required to perform a quantitative impairment test ("Step 1") by calculating the fair value of the reporting unit and comparing the fair value with its associated carrying value.
During our fiscal 2022 annual impairment test, we first assessed goodwill recoverability qualitatively using the Step 0 approach for each of our reporting units. For our qualitative assessment, we considered the most recent quantitative analysis, which was performed during the fourth quarter of fiscal 2020, including assumptions used, such as discount rates and tax rates, indicated fair values, and the amounts in which those fair values exceeded their carrying amounts. Further, we compared actual performance in fiscal 2022 , along with future financial projections to the internal financial projections used in the prior quantitative analysis. Additionally, we considered various other factors including macroeconomic conditions, relevant industry and market trends, and factors specific to the Company that could indicate a potential change in the fair value of our reporting units. Lastly, we evaluated whether any events have occurred or any circumstances have changed since the fourth quarter of fiscal 2020 that would indicate that our goodwill may have become impaired since our last quantitative test. Based on these qualitative assessments, we determined that it is more likely than not that the fair value of each of our reporting units exceeded their respective carrying value and as such, our goodwill was not considered impaired as of April 30, 2022, and the Step 1 quantitative goodwill impairment analysis was not necessary.
Fiscal 2020 Goodwill Impairment Charge
As a result of our fiscal 2020 annual impairment test, we recorded a non-cash pre-tax impairment charge of $ 26.9 million to reduce the carrying value of the goodwill for our Joybird reporting unit to its indicated fair value. Factors contributing to the impairment charge included financial projections at that time, largely impacted by uncertainties around COVID-19, integration activities taking longer than anticipated, and a slower than anticipated growth rate due to a shifting focus on profitability.
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The following table summarizes changes in the carrying amount of our goodwill by reportable segment:
(Amounts in thousands) Wholesale
Segment Retail
Segment Corporate
and Other Total
Goodwill
Balance at April 25, 2020 (1)
$ 11,630 $ 93,941 $ 55,446 $ 161,017
Acquisitions — 12,936 — 12,936
Translation adjustment 1,422 439 — 1,861
Balance at April 24, 2021 (1)
13,052 107,316 55,446 175,814
Acquisitions 9,207 11,748 — 20,955
Translation adjustment ( 2,052 ) ( 113 ) — ( 2,165 )
Balance at April 30, 2022 (1)
$ 20,207 $ 118,951 $ 55,446 $ 194,604
(1) Includes $ 26.9 million of accumulated impairment losses in Corporate and Other.
We have intangible assets on our consolidated balance sheet as follows:
Reportable Segment Intangible Asset Useful Life
Wholesale Segment Primarily acquired customer relationships from our acquisition of the wholesale business in the United Kingdom and Ireland Amortizable over useful lives that do not exceed 15 years
Wholesale Segment American Drew ® trade name
Indefinite-lived
Retail Segment Reacquired rights to own and operate La-Z-Boy Furniture Galleries ® stores
Indefinite-lived
Corporate & Other Joybird ® trade name
Amortizable over eight -year useful life
We test amortizable intangible assets and indefinite-lived intangible assets for impairment on an annual basis in the fourth quarter of our fiscal year, or more frequently if events or changes in circumstances indicate that the assets might be impaired. Similar to our goodwill testing, we used the qualitative Step 0 approach to assess if it was more likely than not that the fair values of our indefinite-lived intangible assets were greater than their carrying values. Based on the same qualitative factors outlined above, we determined that it is more likely than not that the fair value of each of our indefinite-lived intangible assets exceeded their respective carrying value and as such, our indefinite-lived intangible assets were not considered impaired as of April 30, 2022, and the Step 1 quantitative impairment analysis was not necessary.
The following summarizes changes in our intangible assets:
(Amounts in thousands) Indefinite-Lived Trade Names Finite-Lived Trade Name Indefinite-Lived Reacquired Rights Other Intangible Assets Total Intangible Assets
Balance at April 25, 2020 $ 1,155 $ 5,003 $ 19,996 $ 2,499 $ 28,653
Acquisitions — — 2,182 — 2,182
Amortization — ( 798 ) — ( 228 ) ( 1,026 )
Translation adjustment — — 329 293 622
Balance at April 24, 2021 $ 1,155 $ 4,205 $ 22,507 $ 2,564 $ 30,431
Acquisitions — — 4,896 — 4,896
Amortization — ( 813 ) — ( 236 ) ( 1,049 )
Translation adjustment — — ( 84 ) ( 223 ) ( 307 )
Balance at April 30, 2022 $ 1,155 $ 3,392 $ 27,319 $ 2,105 $ 33,971
For our intangible assets recorded as of April 30, 2022, we estimate annual amortization expense to be $ 1.0 million for each of the four succeeding fiscal years and $ 0.4 million in the fifth succeeding fiscal year.
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Note 8: Investments
We have current and long-term investments intended to enhance returns on our cash as well as to fund future obligations of our non-qualified defined benefit retirement plan, our executive deferred compensation plan, and our performance compensation retirement plan. We also hold investments of two privately-held companies consisting of non-marketable preferred shares, warrants to purchase common shares, and convertible notes (refer to Note 20, Fair Value Measurement). Our short-term investments are included in other current assets and our long-term investments are included in other long-term assets on our consolidated balance sheet.
The following summarizes our investments:
(Amounts in thousands) 4/30/2022 4/24/2021
Short-term investments:
Marketable securities $ 16,022 $ 18,037
Held-to-maturity investments 1,337 2,532
Total short-term investments 17,359 20,569
Long-term investments:
Marketable securities 26,599 27,256
Cost basis investments 7,579 7,579
Total long-term investments 34,178 34,835
Total investments $ 51,537 $ 55,404
Investments to enhance returns on cash $ 27,239 $ 32,475
Investments to fund compensation/retirement plans 14,219 15,350
Other investments 10,079 7,579
Total investments $ 51,537 $ 55,404
The following is a summary of the unrealized gains, unrealized losses, and fair value by investment type:
4/30/2022 4/24/2021
(Amounts in thousands) Gross
Unrealized
Gains Gross
Unrealized
Losses Fair Value Gross
Unrealized
Gains Gross
Unrealized
Losses Fair Value
Equity securities $ 1,448 $ ( 86 ) $ 13,905 $ 2,798 $ ( 5 ) $ 14,954
Fixed income 28 ( 809 ) 33,521 136 ( 29 ) 35,631
Other 1,250 — 4,111 559 — 4,819
Total securities $ 2,726 $ ( 895 ) $ 51,537 $ 3,493 $ ( 34 ) $ 55,404
The following table summarizes sales of marketable securities:
Fiscal Year Ended
(53 weeks) (52 weeks) (52 weeks)
(Amounts in thousands) 4/30/2022 4/24/2021 4/25/2020
Proceeds from sales $ 35,116 $ 33,631 $ 36,443
Gross realized gains 879 1,026 852
Gross realized losses ( 402 ) ( 71 ) ( 159 )
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The following is a summary of the fair value of fixed income marketable securities, classified as available-for-sale securities, by contractual maturity:
(Amounts in thousands) 4/30/2022
Within one year $ 16,018
Within two to five years 14,737
Within six to ten years 868
Thereafter 1,898
Total $ 33,521
Note 9: Accrued Expenses and Other Current Liabilities
(Amounts in thousands) 4/30/2022 4/24/2021
Payroll and other compensation $ 62,373 $ 62,546
Accrued product warranty, current portion 16,436 14,447
Customer deposits 183,233 180,766
Deferred revenue 139,006 108,460
Other current liabilities 95,345 83,685
Accrued expenses and other current liabilities $ 496,393 $ 449,904
Note 10: Debt
On October 15, 2021, we entered into a new five-year $ 200.0 million unsecured revolving credit facility (the “Credit Facility”). Borrowings under the Credit Facility may be used by the Company for general corporate purposes. We may increase the size of the facility, either in the form of additional revolving commitments or new term loans, subject to the discretion of each lender to participate in such increase, up to an additional amount of $ 100.0 million. The Credit Facility will mature on October 15, 2026 and provides us the ability to extend the maturity date for two additional one-year periods, subject to the satisfaction of customary conditions. As of April 30, 2022, we have no borrowings outstanding under the Credit Facility.
The Credit Facility contains certain restrictive loan covenants, including, among others, financial covenants requiring a maximum consolidated net lease adjusted leverage ratio and a minimum consolidated fixed charge coverage ratio, as well as customary covenants limiting our ability to incur indebtedness, grant liens, make acquisitions, merge or consolidate, and dispose of certain assets. As of April 30, 2022, we were in compliance with our financial covenants under the Credit Facility.
The Credit Facility replaced our previous $ 150.0 million revolving credit facility, which had been secured primarily by all of our accounts receivable, inventory, cash deposits, and securities accounts. The previous revolving credit facility was terminated on October 15, 2021, and is no longer in effect.
Cash paid for interest during fiscal years 2022, 2021, and 2020 was $ 0.5 million, $ 0.8 million and $ 0.6 million, respectively.
Note 11: Employee Benefits
The table below summarizes the total costs associated with our employee retirement and welfare plans.
Fiscal Year Ended
(53 weeks) (52 weeks) (52 weeks)
(Amounts in thousands) 4/30/2022 4/24/2021 4/25/2020
401(k) Retirement Plan (1)
$ 11,763 $ 7,313 $ 9,380
Performance Compensation Retirement Plan 1,654 3,810 1,115
Deferred Compensation Plan 242 24 719
Non-Qualified Defined Benefit Retirement Plan (2)
763 803 796
(1) Increase in fiscal 2022 compared with fiscal 2021 is primarily due to the temporary freeze on matching contributions started during the fourth quarter of fiscal 2020 as part of our COVID-19 action plan. Matching contributions were reinstated during the second quarter of fiscal 2021.
(2) Primarily related to interest cost.
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401(k) Retirement Plan . Voluntary 401(k) retirement plans are offered to eligible employees within certain U.S. operating units. For most operating units, we make matching contributions based on specific formulas.
Performance Compensation Retirement Plan. A performance compensation retirement plan ("PCRP") is maintained for eligible highly compensated employees. The Company contributions to the plan are based on achievement of performance targets. Employees vest in these contributions if they achieve certain age and years of service with the Company, and can elect to receive benefit payments over a period ranging between five to twenty years after they leave the Company. Further information related to the plan is as follows:
(Amounts in thousands) 4/30/2022 4/24/2021
Short-term obligation included in other current liabilities $ 1,922 $ 716
Long-term obligation included in other long-term liabilities 13,898 15,194
Executive Deferred Compensation Plan. We maintain an executive deferred compensation plan for eligible highly compensated employees, an element of which may include Company contributions. Further information related to the plan is as follows:
(Amounts in thousands) 4/30/2022 4/24/2021
Plan obligation included in other long-term liabilities $ 24,595 $ 26,548
Cash surrender value on life insurance contracts included in other long-term assets (1)
42,699 41,133
(1) Life insurance contracts are related to the Executive Deferred Compensation Plan and the PCRP.
Non-Qualified Defined Benefit Retirement Plan. We maintain a non-qualified defined benefit retirement plan for certain former salaried employees. We hold available-for-sale marketable securities to fund future obligations of this plan in a Rabbi trust (refer to Note 8, Investments, and Note 20, Fair Value Measurements, for additional information on these investments). We are not required to fund the non-qualified defined benefit retirement plan in fiscal 2023; however, we have the discretion to make contributions to the Rabbi trust. Further information related to the plan is as follows:
(Amounts in thousands) 4/30/2022 4/24/2021
Short-term plan obligation included in other current liabilities $ 1,059 $ 1,066
Long-term plan obligation included in other long-term liabilities 12,461 14,717
Discount rate used to determine obligation 4.3 % 3.0 %
Fiscal Year Ended
(53 weeks) (52 weeks) (52 weeks)
(Amounts in thousands) 4/30/2022 4/24/2021 4/25/2020
Actuarial loss recognized in AOCI $ 306 $ 347 $ 218
Benefit payments (1)
1,182 1,091 1,091
(1) Benefit payments are scheduled to be between $ 1.0 million and $ 1.1 million annually for the next 10 years.
Note 12: Product Warranties
We accrue an estimated liability for product warranties when we recognize revenue on the sale of warrantied products. We estimate future warranty claims on product sales based on our historical claims experience and periodically adjust the provision to reflect changes in actual experience. We incorporate repair costs into our liability estimates, including materials, labor and overhead amounts necessary to perform repairs, and any costs associated with delivering repaired product to our customers. Over 90 % of our warranty liability relates to our Wholesale reportable segment as we generally warrant our products against defects for one year on fabric and leather, from one to ten years on cushions and padding, and provide a limited lifetime warranty on certain mechanisms and frames. Our Wholesale segment warranties cover labor costs relating to our parts for one year . We provide a limited lifetime warranty against defects on a majority of the Joybird products, which are a part of our Corporate and Other results. For all our manufacturer warranties, the warranty period begins when the consumer receives our product. We use considerable judgment in making our estimates, and we record differences between our actual and estimated costs when the differences are known.
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A reconciliation of the changes in our product warranty liability is as follows:
(Amounts in thousands) 4/30/2022 4/24/2021
Balance as of the beginning of the year $ 23,636 $ 23,255
Acquisitions 548 —
Accruals during the year 30,146 21,956
Settlements during the year ( 27,294 ) ( 21,575 )
Balance as of the end of the year (1)
$ 27,036 $ 23,636
(1) $ 16.4 million and $ 14.4 million is recorded in accrued expenses and other current liabilities as of April 30, 2022, and April 24, 2021, respectively, while the remainder is included in other long-term liabilities.
We recorded accruals during the periods presented in the table above, primarily to reflect charges that relate to warranties issued during the respective periods.
Note 13: Commitments and Contingencies
We have been named as a defendant in various lawsuits arising in the ordinary course of business and as a potentially responsible party at certain environmental clean-up sites, the effect of which are not considered significant. Based on a review of all currently known facts and our experience with previous legal and environmental matters, we have recorded expense in respect of probable and reasonably estimable losses arising from legal matters, and we currently do not believe it is probable that we will have any additional loss for legal or environmental matters that would be material to our consolidated financial statements.
In view of the inherent difficulty of predicting the outcome of litigation, particularly where the claimants seek very large or indeterminate damages or where the matters present novel legal theories, we generally cannot predict the eventual outcome, timing, or related loss, if any, of pending matters.
Note 14: Stock-Based Compensation
In fiscal 2018, our shareholders approved the La-Z-Boy Incorporated 2017 Omnibus Incentive Plan which provides for the grant of stock options, stock appreciation rights, restricted stock, stock units (including deferred stock units), unrestricted stock, dividend equivalent rights, and short-term cash incentive awards. Under this plan, as amended, the aggregate number of common shares that may be issued through awards of any form is 5.9 million shares.
The table below summarizes the total stock-based compensation expense we recognized for all outstanding grants. Stock-based compensation expense is recorded in SG&A in the consolidated statement of income:
Fiscal Year Ended
(53 weeks) (52 weeks) (52 weeks)
(Amounts in thousands) 4/30/2022 4/24/2021 4/25/2020
Equity-based awards expense
Stock options $ 1,973 $ 2,959 $ 2,000
Restricted stock awards 3,720 3,367 2,913
Restricted stock units issued to Directors 1,194 840 900
Performance-based shares 4,971 5,505 2,558
Total equity-based awards expense 11,858 12,671 8,371
Liability-based awards expense
Stock appreciation rights ( 102 ) 375 ( 240 )
Deferred stock units issued to Directors ( 1,058 ) 1,437 ( 768 )
Other (1)
29 66 26
Total liability-based awards expense (2)
( 1,131 ) 1,878 ( 982 )
Total stock-based compensation expense $ 10,727 $ 14,549 $ 7,389
(1) Includes restricted stock units and performance-based units.
(2) Compensation expense for these awards is based on the market price of our common stock on the grant date and is remeasured each reporting period based on the market value of our common shares on the last day of the reported period.
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Stock Options. The La-Z-Boy Incorporated 2017 Omnibus Incentive Plan authorized grants to certain employees and directors to purchase common shares at a specified price, which may not be less than 100 % of the current market price of the stock at the date of grant. We granted 252,996 stock options to employees during the first quarter of fiscal 2022, and we also have stock options outstanding from previous grants. We account for stock options as equity-based awards because when they are exercised, they will be settled in common shares. We recognize compensation expense for stock options over the vesting period equal to the fair value on the date our Compensation Committee approved the awards. The vesting period for our stock options ranges from one to four years , with accelerated vesting upon retirement. The vesting date for retirement-eligible employees is the later of the date they meet the criteria for retirement or the end of the fiscal year in which the grant was made. We accelerate the expense for options granted to retirement eligible employees over the vesting period, with expense recognized from the grant date through their retirement eligibility date or over the ten months following the grant date, whichever period is longer. We have elected to recognize forfeitures as an adjustment to compensation expense in the same period as the forfeitures occur. Granted options outstanding under the former long-term equity award plan remain in effect and have a term of 10 years.
We estimate the fair value of the employee stock options at the date of grant using the Black-Scholes option-pricing model, which requires management to make certain assumptions. The fair value of stock options granted during fiscal years 2022, 2021, and 2020 were calculated using the following assumptions:
Grant Year
Fiscal 2022
Fiscal 2021
Fiscal 2020
Assumption
Risk-free interest rate 0.82 % 0.34 % 2.19 % U.S. Treasury issues with term equal to expected life at grant date
Dividend rate 1.58 % — % 1.72 % Estimated future dividend rate and common share price at grant date
Expected life 5.0 years 5.0 years 5.0 years Contractual term of stock option and expected employee exercise trends
Stock price volatility 42.16 % 41.79 % 34.27 % Historical volatility of our common shares
Fair value per option $ 12.29 $ 10.06 $ 7.94
Plan activity for stock options under the above plans was as follows:
Number of Shares
(In Thousands)
Weighted Average Exercise Price Weighted Average Remaining Contractual Term
(Years)
Aggregate Intrinsic Value
(In Thousands)
Outstanding at April 24, 2021 1,342 $ 29.05 7.2 $ 19,008
Granted 253 37.93 N/A N/A
Canceled ( 41 ) 29.92 N/A N/A
Exercised ( 38 ) 29.32 N/A 252
Outstanding at April 30, 2022 1,516 30.51 6.6 24
Exercisable at April 30, 2022 1,042 $ 28.97 5.8 $ 24
The aggregate intrinsic value of options exercised was $ 5.1 million and $ 1.7 million in fiscal 2021 and fiscal 2020, respectively. As of April 30, 2022, our total unrecognized compensation cost related to non-vested stock option awards was $ 2.3 million, which we expect to recognize over a weighted-average remaining vesting term of all unvested awards of 1.8 years. During the year ended April 30, 2022, stock options with respect to 0.4 million shares vested.
We received $ 1.1 million, $ 10.8 million, and $ 4.8 million in cash during fiscal 2022, 2021, and 2020, respectively, for exercises of stock options.
Restricted Stock . We awarded 121,963 shares of restricted stock to employees during fiscal 2022. We issue restricted stock at no cost to the employees, and the shares are held in an escrow account until the vesting period ends. If a recipient's employment ends during the escrow period (other than through death or disability), the shares are returned at no cost to the Company. We account for restricted stock awards as equity-based awards because when they vest, they will be settled in common shares. The weighted average fair value of the restricted stock that was awarded in fiscal 2022 was $ 38.27 per share, the market value of our common shares on the date of grant. We have elected to recognize forfeitures as an adjustment to compensation expense in the same period as the forfeitures occur. We recognize compensation expense for restricted stock over the vesting period equal to the fair value on the date our Compensation Committee approved the awards. Restricted stock awards vest at 25 % per year, beginning one year from the grant date for a term of four years .
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The following table summarizes information about non-vested share awards as of and for the year ended April 30, 2022:
Shares
(In Thousands)
Weighted Average Grant Date Fair Value
Non-vested shares at April 24, 2021 320 $ 30.14
Granted 122 38.27
Vested ( 120 ) 30.37
Canceled ( 35 ) 30.48
Non-vested shares at April 30, 2022 287 33.45
Unrecognized compensation cost related to non-vested restricted shares was $ 6.8 million and is expected to be recognized over a weighted-average remaining contractual term of all unvested awards of 1.7 years.
Restricted Stock Units Issued to Directors. Restricted stock units granted to our non-employee directors are offered at no cost to the directors and vest when a director leaves the board. During fiscal 2022, fiscal 2021, and fiscal 2020 we granted less than 0.1 million restricted stock units each year to our non-employee directors. We account for these restricted stock units as equity-based awards because when they vest, they will be settled in shares of our common stock. We measure and recognize compensation expense for these awards based on the market price of our common shares on the date of grant. The weighted-average fair value of the restricted stock units that were granted during fiscal 2022, fiscal 2021, and fiscal 2020 was $ 35.34 , $ 32.08 , and $ 31.77 , respectively.
Performance Awards. Under the La-Z-Boy Incorporated 2017 Omnibus Incentive Plan, the Compensation Committee of the board of directors is authorized to award common shares to certain employees based on the attainment of certain financial goals over a given performance period. The awards are offered at no cost to the employees. In the event of an employee's termination during the vesting period, the potential right to earn shares under this program is generally forfeited.
During the first quarter of fiscal 2022, we granted 125,021 performance-based shares. We also have performance-based share awards outstanding from previous grants. Payout of the fiscal 2022 grant depends on our financial performance ( 50 %) and a market-based condition based on the total return our shareholders receive on their investment in our stock relative to returns earned through investments in other public companies ( 50 %). The performance share opportunity ranges from 50 % of the employee's target award if minimum performance requirements are met to a maximum of 200 % of the target award based on the attainment of certain financial and shareholder-return goals over a specific performance period, which is generally three fiscal years. Grants of performance-based shares during fiscal 2021 were weighted the same as those granted during fiscal 2022, while grants of performance-based shares during fiscal 2020 were weighted ( 80 %) on financial performance and ( 20 %) on market-based conditions.
The number of awards that will vest, as well as unearned and canceled awards, depend on the achievement of certain financial and shareholder-return goals over the three-year performance periods, and will be settled in shares if service conditions are met, requiring employees to remain employed with the Company through the end of the three-year performance periods.
The following table summarizes the performance-based shares outstanding at the maximum award amounts based upon the respective performance share agreements:
Shares
(In Thousands)
Weighted Average Grant Date Fair Value
Outstanding shares at April 24, 2021 669 $ 30.32
Granted 250 36.13
Vested ( 130 ) 31.71
Unearned or canceled ( 168 ) 30.65
Outstanding shares at April 30, 2022 621 32.28
We account for performance-based shares as equity-based awards because when they vest, they will be settled in common shares. We have elected to recognize forfeitures as an adjustment to compensation expense in the same period as the forfeitures occur. For shares that vest based on our results relative to the performance goals, we expense as compensation cost the fair value of the shares as of the day we granted the awards recognized over the performance period, taking into account the
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probability that we will satisfy the performance goals. The fair value of each share of the awards we granted in fiscal 2022, fiscal 2021, and fiscal 2020 that vest based on attaining performance goals was $ 36.13 , $ 30.75 , and $ 28.68 , respectively, the market value of our common shares on the date we granted the awards less the dividends we expect to pay before the shares vest. For shares that vest based on market conditions, we use a Monte Carlo valuation model to estimate each share's fair value as of the date of grant. The Monte Carlo valuation model uses multiple simulations to evaluate our probability of achieving various stock price levels to determine our expected performance ranking relative to our peer group. Similar to the way in which we expense the awards of stock options, we expense compensation cost over the vesting period regardless of whether the market condition is ultimately satisfied. Based on the Monte Carlo model, the fair value as of the grant date of the fiscal 2022, fiscal 2021, and fiscal 2020 grants of shares that vest based on market conditions was $ 51.85 , $ 38.14 , and $ 38.75 , respectively. Our unrecognized compensation cost at April 30, 2022, related to performance-based shares was $ 5.6 million based on the current estimates of the number of awards that will vest, and is expected to be recognized over a weighted-average remaining contractual term of all unvested awards of 1.3 years.
Equity-based compensation expenses related to performance-based shares recognized in our consolidated statement of income were as follows (for the fiscal years ended):
Fiscal Year Ended
(53 weeks) (52 weeks) (52 weeks)
(Amounts in thousands) 4/30/2022 4/24/2021 4/25/2020
Fiscal 2018 grant $ — $ — $ 611
Fiscal 2019 grant — 1,545 996
Fiscal 2020 grant 1,066 2,051 951
Fiscal 2021 grant 2,195 1,909 —
Fiscal 2022 grant 1,710 — —
Total expense $ 4,971 $ 5,505 $ 2,558
Stock Appreciation Rights ("SARs"). We have not granted any SARs to employees since fiscal 2014, but we have SARs outstanding from the fiscal 2014 award. All outstanding SARs are fully vested and have a term of ten years . SARs will be paid in cash upon exercise and, accordingly, we account for SARs as liability-based awards that we remeasure to fair value at the end of each reporting period. We have no remaining unrecognized compensation cost at April 30, 2022, relating to SARs awards as they are all fully vested, but we will continue to remeasure these awards to reflect the fair value at the end of each reporting period until all awards are exercised or forfeited. As of April 30, 2022, we had 6,010 SARs outstanding for the fiscal 2014 award. These awards have exceeded their expected life and are remeasured to fair value based on their intrinsic value, which is the market value of our common stock on the last day of the reporting period less the exercise price, until the earlier of the exercise date or the contractual term date. At April 30, 2022, the intrinsic value per share of the fiscal 2014 award was $ 7.22 .
Deferred Stock Units Issued to Directors. We have not granted any deferred stock units to non-employee directors since fiscal 2010, but we have units outstanding from the fiscal 2009 and fiscal 2010 awards. We account for awards under our deferred stock unit plan for non-employee directors as liability-based awards because upon exercise these awards will be paid in cash. We measure and recognize compensation expense based on the market price of our common stock on the grant date. We remeasure and adjust the liability based on the market value (intrinsic value) of our common shares on the last day of the reporting period until paid with a corresponding adjustment to reflect the cumulative amount of compensation expense. For purposes of dividends and for measuring the liability, each deferred stock unit is the equivalent of one common share. As of April 30, 2022, we had 0.1 million deferred stock units outstanding. Our liability related to these awards was $ 1.6 million and $ 2.7 million at April 30, 2022, and April 24, 2021, respectively, and is included as a component of other long-term liabilities on our consolidated balance sheet.
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Note 15: Accumulated Other Comprehensive Loss
Activity in accumulated other comprehensive loss was as follows:
(Amounts in thousands) Translation adjustment Change in fair value of cash flow hedge Unrealized gain (loss) on marketable securities Net pension amortization and net actuarial loss Accumulated other comprehensive loss
Balance at April 27, 2019 $ 50 $ 87 $ 6 $ ( 3,605 ) $ ( 3,462 )
Changes before reclassifications ( 1,941 ) — 387 ( 1,809 ) ( 3,363 )
Reclassification of certain income tax effects (1) — ( 97 ) 258 ( 708 ) ( 547 )
Amounts reclassified to net income — 14 ( 141 ) 218 91
Tax effect — ( 4 ) ( 61 ) 394 329
Other comprehensive income (loss) attributable to La-Z-Boy Incorporated ( 1,941 ) ( 87 ) 443 ( 1,905 ) ( 3,490 )
Balance at April 25, 2020 $ ( 1,891 ) $ — $ 449 $ ( 5,510 ) $ ( 6,952 )
Changes before reclassifications 4,932 — ( 96 ) 428 5,264
Amounts reclassified to net income — — ( 9 ) 347 338
Tax effect — — 26 ( 197 ) ( 171 )
Other comprehensive income (loss) attributable to La-Z-Boy Incorporated 4,932 — ( 79 ) 578 5,431
Balance at April 24, 2021 $ 3,041 $ — $ 370 $ ( 4,932 ) $ ( 1,521 )
Changes before reclassifications ( 5,002 ) — ( 947 ) 1,539 ( 4,410 )
Amounts reclassified to net income — — 59 306 365
Tax effect — — 220 ( 451 ) ( 231 )
Other comprehensive income (loss) attributable to La-Z-Boy Incorporated ( 5,002 ) — ( 668 ) 1,394 ( 4,276 )
Balance at April 30, 2022 $ ( 1,961 ) $ — $ ( 298 ) $ ( 3,538 ) $ ( 5,797 )
(1) Income tax effects of the Tax Cuts and Jobs Act are reclassified from AOCI to retained earnings due to adoption of ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220).
We reclassified both the unrealized gain (loss) on marketable securities and the net pension amortization from accumulated other comprehensive loss to net income through other income (expense), net.
The components of noncontrolling interest were as follows:
Fiscal Year Ended
(53 weeks) (52 weeks) (52 weeks)
(Amounts in thousands) 4/30/2022 4/24/2021 4/25/2020
Balance as of the beginning of the year $ 8,648 $ 15,553 $ 14,468
Net income 2,311 1,068 1,515
Other comprehensive income (loss) ( 802 ) 534 ( 266 )
Dividends distributed to joint venture minority partners ( 1,260 ) ( 8,507 ) —
Other changes in noncontrolling interests — — ( 164 )
Balance as of the end of the year $ 8,897 $ 8,648 $ 15,553
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Note 16: Revenue Recognition
The following table presents our revenue disaggregated by product category and by segment or unit:
Year Ended April 30, 2022
(Amounts in thousands) Wholesale Retail Corporate
and Other Total
Motion Upholstery Furniture $ 975,624 $ 450,438 $ 613 $ 1,426,675
Stationary Upholstery Furniture 402,953 200,639 219,354 822,946
Bedroom Furniture 38,963 6,937 15,579 61,479
Dining Room Furniture 26,013 12,408 4,677 43,098
Occasional Furniture 45,150 26,940 4,303 76,393
Delivery 190,110 26,915 7,999 225,024
Other (1)
90,025 80,117 ( 56,566 ) 113,576
Total $ 1,768,838 $ 804,394 $ 195,959 $ 2,769,191
Eliminations ( 412,380 )
Consolidated Net Sales $ 2,356,811
Year Ended April 24, 2021
(Amounts in thousands) Wholesale Retail Corporate
and Other Total
Motion Upholstery Furniture $ 759,451 $ 371,587 $ 523 $ 1,131,561
Stationary Upholstery Furniture 332,046 118,913 134,296 585,255
Bedroom Furniture 37,351 5,785 9,629 52,765
Dining Room Furniture 25,394 10,931 3,096 39,421
Occasional Furniture 44,897 20,682 3,171 68,750
Delivery 117,415 22,216 5,230 144,861
Other (1)
( 15,256 ) 62,792 ( 28,575 ) 18,961
Total $ 1,301,298 $ 612,906 $ 127,370 $ 2,041,574
Eliminations ( 307,330 )
Consolidated Net Sales $ 1,734,244
(1) Primarily includes revenue for advertising, royalties, parts, accessories, after-treatment products, surcharges, discounts & allowances, rebates and other sales incentives. The increase year-over-year is primarily due to an increase in surcharges in response to higher material and input costs.
Motion Upholstery Furniture - Includes gross revenue for upholstered furniture, such as recliners, sofas, loveseats, chairs, sectionals and modulars that have a mechanism that allows the back of the product to recline or the product's footrest to extend. This gross revenue includes sales to La-Z-Boy Furniture Galleries ® stores (including company-owned stores), operators of La-Z-Boy Comfort Studio ® locations, England Custom Comfort Center locations, other major dealers, independent retailers, and the end consumer.
Stationary Upholstery Furniture - Includes gross revenue for upholstered furniture, such as sofas, loveseats, chairs, sectionals, modulars, and ottomans that do not have a mechanism. This gross revenue includes sales to La-Z-Boy Furniture Galleries ® stores (including company-owned stores), operators of La-Z-Boy Comfort Studio ® locations, England Custom Comfort Center locations, other major dealers, independent retailers, and the end consumer.
Bedroom Furniture - Includes gross revenue for casegoods furniture typically found in a bedroom, such as beds, chests, dressers, nightstands and benches. This gross revenue includes sales to La-Z-Boy Furniture Galleries ® stores (including company-owned stores), independent retailers, and the end consumer.
Dining Room Furniture - Includes gross revenue for casegoods furniture typically found in a dining room, such as dining tables, dining chairs, storage units and stools. This gross revenue includes sales to La-Z-Boy Furniture Galleries ® stores (including company-owned stores), independent retailers, and the end consumer.
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Occasional Furniture - Includes gross revenue for casegoods furniture found throughout the home, such as cocktail tables, chairsides, sofa tables, end tables, and entertainment centers. This gross revenue includes sales to La-Z-Boy Furniture Galleries ® stores (including company-owned stores), independent retailers, and the end consumer.
Contract Assets and Liabilities . We receive customer deposits from end consumers before we recognize revenue and in some
cases we have the unconditional right to collect the remaining portion of the order price before we fulfill our performance
obligation, resulting in a contract asset and a corresponding deferred revenue liability. In our consolidated balance sheet,
customer deposits and deferred revenue (collectively, the "contract liabilities") are reported in accrued expenses and other
current liabilities while contract assets are reported as other current assets. The following table presents our contract assets and
liabilities:
(Unaudited, amounts in thousands) 4/30/2022 4/24/2021
Contract assets $ 139,006 $ 108,460
Customer deposits $ 183,233 $ 180,766
Deferred revenue 139,006 108,460
Total contract liabilities (1)
$ 322,239 $ 289,226
(1) During the year ended April 30, 2022, we recognized revenue of $ 271.9 million related to our contract liability balance at April 24, 2021.
Note 17: Segment Information
Our reportable operating segments include the Wholesale segment and the Retail segment.
Wholesale Segment . Our Wholesale segment consists primarily of three operating segments: La-Z-Boy, our largest operating segment, our England subsidiary, and our casegoods operating segment that sells furniture under three brands: American Drew ® , Hammary ® and Kincaid ® . The Wholesale segment also includes our international wholesale and manufacturing businesses. We aggregate these operating segments into one reportable segment because they are economically similar and meet the other aggregation criteria for determining reportable segments. Our Wholesale segment manufactures and imports upholstered furniture, such as recliners and motion furniture, sofas, loveseats, chairs, sectionals, modulars, ottomans and sleeper sofas and imports casegoods (wood) furniture such as bedroom sets, dining room sets, entertainment centers and occasional pieces. The Wholesale segment sells directly to La-Z-Boy Furniture Galleries ® stores, operators of La-Z-Boy Comfort Studio ® locations, England Custom Comfort Center locations, major dealers, and a wide cross-section of other independent retailers.
Retail Segment . Our Retail segment consists of one operating segment comprised of our 161 company-owned La-Z-Boy Furniture Galleries ® stores. The Retail segment sells primarily upholstered furniture, in addition to some casegoods and other accessories, to end consumers through these stores.
Corporate & Other . Corporate & Other includes the shared costs for corporate functions, including human resources, information technology, finance and legal, in addition to revenue generated through royalty agreements with companies licensed to use the La-Z-Boy ® brand name on various products. We consider our corporate functions to be other business activities and have aggregated them with our other insignificant operating segments, including our global trading company in Hong Kong and Joybird, an e-commerce retailer that manufactures upholstered furniture such as sofas, loveseats, chairs, ottomans, sleeper sofas and beds, and also imports casegoods (wood) furniture such as occasional tables and other accessories. Joybird sells to the end consumer primarily online through its website, www.joybird.com. None of the operating segments included in Corporate & Other meet the requirements of reportable segments.
The accounting policies of the operating segments are the same as those described in Note 1, Accounting Policies. We account for intersegment revenue transactions between our segments consistent with independent third-party transactions, that is, at current market prices. As a result, the manufacturing profit related to sales to our Retail segment is included within the Wholesale segment. Operating income realized on intersegment revenue transactions is therefore generally consistent with the operating income realized on our revenue from independent third-party transactions. Segment operating income is based on profit or loss from operations before interest expense, interest income, other income (expense), net and income taxes. Identifiable assets are cash and equivalents, notes and accounts receivable, net inventories, net property, plant and equipment, right-of-use lease assets, goodwill and other intangible assets. Our unallocated assets include deferred income taxes, corporate assets (including a portion of cash and equivalents), and various other assets. Sales are attributed to countries on the basis of the customer's location.
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The following table presents sales and operating income (loss) by segment:
Fiscal Year Ended
(53 weeks) (52 weeks) (52 weeks)
(Amounts in thousands) 4/30/2022 4/24/2021 4/25/2020
Sales
Wholesale segment:
Sales to external customers $ 1,371,602 $ 1,006,377 $ 1,026,630
Intersegment sales 397,236 294,921 283,664
Wholesale segment sales 1,768,838 1,301,298 1,310,294
Retail segment sales 804,394 612,906 598,554
Corporate and Other:
Sales to external customers 180,815 114,961 78,798
Intersegment sales 15,144 12,409 10,294
Corporate and Other sales 195,959 127,370 89,092
Eliminations ( 412,380 ) ( 307,330 ) ( 293,958 )
Consolidated sales $ 2,356,811 $ 1,734,244 $ 1,703,982
Operating Income (Loss)
Wholesale segment $ 134,013 $ 134,312 $ 142,440
Retail segment 109,546 46,724 48,256
Corporate and Other ( 36,803 ) ( 44,300 ) ( 71,934 )
Consolidated operating income 206,756 136,736 118,762
Interest expense ( 895 ) ( 1,390 ) ( 1,291 )
Interest income 1,338 1,101 2,785
Other income (expense), net ( 1,708 ) 9,466 ( 5,083 )
Income before income taxes $ 205,491 $ 145,913 $ 115,173
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The following tables present additional financial information by segment and location.
Fiscal Year Ended
(53 weeks) (52 weeks) (52 weeks)
(Amounts in thousands) 4/30/2022 4/24/2021 4/25/2020
Depreciation and Amortization
Wholesale segment $ 24,520 $ 19,029 $ 17,612
Retail segment 6,320 4,894 4,271
Corporate and Other 8,931 9,098 9,309
Consolidated depreciation and amortization $ 39,771 $ 33,021 $ 31,192
Capital Expenditures
Wholesale segment $ 49,373 $ 27,303 $ 36,602
Retail segment 19,426 8,958 7,597
Corporate and Other 7,781 1,699 1,836
Consolidated capital expenditures $ 76,580 $ 37,960 $ 46,035
Sales by Country
United States 89 % 91 % 89 %
Canada 6 % 5 % 6 %
Other 5 % 4 % 5 %
Total 100 % 100 % 100 %
(Amounts in thousands) 4/30/2022 4/24/2021
Assets
Wholesale segment $ 741,150 $ 720,721
Retail segment 587,083 546,299
Unallocated assets 603,856 519,302
Consolidated assets $ 1,932,089 $ 1,786,322
Long-Lived Assets by Geographic Location
Domestic $ 798,089 $ 713,525
International 89,385 55,714
Consolidated long-lived assets $ 887,474 $ 769,239
Note 18: Income Taxes
Income before income taxes consists of the following:
Fiscal Year Ended
(53 weeks) (52 weeks) (52 weeks)
(Amounts in thousands) 4/30/2022 4/24/2021 4/25/2020
United States $ 164,432 $ 124,547 $ 102,125
Foreign 41,059 21,366 13,048
Total $ 205,491 $ 145,913 $ 115,173
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Income tax expense (benefit) consists of the following components:
Fiscal Year Ended
(53 weeks) (52 weeks) (52 weeks)
(Amounts in thousands) 4/30/2022 4/24/2021 4/25/2020
Federal
Current $ 30,793 $ 18,327 $ 25,026
Deferred 2,303 6,771 1,440
State
Current 9,191 6,475 7,901
Deferred 1,060 2,339 ( 1,409 )
Foreign
Current 11,632 4,451 3,025
Deferred ( 1,816 ) 21 206
Total income tax expense $ 53,163 $ 38,384 $ 36,189
Our effective tax rate differs from the U.S. federal income tax rate for the following reasons:
Fiscal Year Ended
(53 weeks) (52 weeks) (52 weeks)
(% of income before income taxes) 4/30/2022 4/24/2021 4/25/2020
Statutory tax rate 21.0 % 21.0 % 21.0 %
Increase (reduction) in income taxes resulting from:
State income taxes, net of federal benefit 3.9 % 4.3 % 4.2 %
Losses/(gains) on corporate owned life insurance — % ( 1.2 ) % 0.5 %
Change in valuation allowance 0.1 % 0.7 % 0.7 %
U.S. research tax credits ( 0.2 ) % ( 0.5 ) % ( 0.6 ) %
Non-deductible asset impairment — % — % 4.9 %
Fair value adjustment of contingent consideration liability ( 0.3 ) % 2.0 % ( 1.4 ) %
Tax on undistributed foreign earnings 0.2 % — % 1.1 %
Miscellaneous items 1.2 % — % 1.0 %
Effective tax rate 25.9 % 26.3 % 31.4 %
For our Canada, Mexico, and United Kingdom foreign operating units, we permanently reinvest the earnings and consequently do not record a deferred tax liability relative to the undistributed earnings. We have reinvested approximately $ 69.3 million of the earnings. After enactment of the Tax Cuts and Jobs Act in 2017, the potential deferred tax attributable to these earnings would be approximately $ 2.5 million, primarily related to foreign withholding taxes and state income taxes. The Company is not permanently reinvested on undistributed earnings for its Thailand foreign operating units and has provided for deferred tax attributable to those earnings of approximately $ 1.1 million in fiscal 2022.
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The primary components of our deferred tax assets and (liabilities) were as follows:
(Amounts in thousands) 4/30/2022 4/24/2021
Assets
Leases $ 108,108 $ 88,536
Deferred and other compensation 21,309 21,361
State income tax—net operating losses, credits and other 5,795 6,222
Warranty 6,402 5,709
Inventory 2,274 530
Workers' compensation 2,292 2,559
Bad debt 1,216 1,326
Employee benefits 2,170 1,904
Federal net operating losses, credits 908 1,286
Other 81 —
Valuation allowance ( 3,517 ) ( 3,495 )
Total deferred tax assets 147,038 125,938
Liabilities
Right of use lease assets ( 102,978 ) ( 84,440 )
Property, plant and equipment ( 20,412 ) ( 17,837 )
Goodwill and other intangibles ( 11,914 ) ( 10,084 )
Tax on undistributed foreign earnings ( 1,102 ) ( 752 )
Other — ( 910 )
Net deferred tax assets $ 10,632 $ 11,915
The deferred tax assets associated with loss carry forwards and the related expiration dates are as follows:
(Amounts in thousands) Amount Expiration
Federal net operating losses $ 908 Fiscal 2037 - 2039
Various U.S. state net operating losses (excluding federal tax effect) 2,297 Fiscal 2023 - 2037
Foreign capital losses 147 Indefinite
Foreign net operating losses 92 Indefinite
We evaluate our deferred taxes to determine if a valuation allowance is required. Accounting standards require that we assess whether a valuation allowance should be established based on the consideration of all available evidence using a "more likely than not" standard with significant weight being given to evidence that can be objectively verified.
The evaluation of the amount of net deferred tax assets expected to be realized necessarily involves forecasting the amount of taxable income that will be generated in future years. We have forecasted future results using estimates management believes to be reasonable. We based these estimates on objective evidence such as expected trends resulting from certain leading economic indicators. Based upon our net deferred tax asset position at April 30, 2022, we estimate that approximately $ 30.5 million of future taxable income would need to be generated to fully recover our net deferred tax assets. The realization of deferred income tax assets is dependent on future events and actual results may vary from management's forecasts due to economic volatility and uncertainty along with unpredictable complexities in the global supply chain. Such variances could result in adjustments to the valuation allowance on deferred tax assets in future periods, and such adjustments could be material to the financial statements.
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A summary of the valuation allowance by jurisdiction is as follows:
(Amounts in thousands) 4/30/2022 4/24/2021 Change
U.S. Federal $ 1,460 $ 1,391 $ 69
U.S. State 1,907 2,087 ( 180 )
Foreign 150 17 133
Total $ 3,517 $ 3,495 $ 22
The remaining valuation allowance of $ 3.5 million is primarily related to certain U.S. federal, state and foreign deferred tax assets. The U.S. federal deferred taxes are primarily due to limitations on the realization of deferred taxes related to executive compensation. The U.S. state deferred taxes are primarily related to state net operating losses.
As of April 30, 2022, we had a gross unrecognized tax benefit of $ 1.0 million related to uncertain tax positions in various jurisdictions. A reconciliation of the beginning and ending balance of these unrecognized tax benefits is as follows:
Fiscal Year Ended
(53 weeks) (52 weeks) (52 weeks)
(Amounts in thousands) 4/30/2022 4/24/2021 4/25/2020
Balance at the beginning of the period $ 1,069 $ 1,030 $ 1,069
Additions:
Positions taken during the current year 121 176 174
Positions taken during the prior year 10 35 106
Reductions:
Positions taken during the prior year ( 23 ) ( 19 ) —
Decreases related to settlements with taxing authorities — — ( 211 )
Reductions resulting from the lapse of the statute of limitations ( 140 ) ( 153 ) ( 108 )
Balance at the end of the period $ 1,037 $ 1,069 $ 1,030
We recognize interest and penalties associated with uncertain tax positions in income tax expense. We had approximately $ 0.4 million accrued for interest and penalties as of April 30, 2022 and April 24, 2021.
If recognized, $ 0.9 million of the total $ 1.0 million of unrecognized tax benefits would decrease our effective tax rate. We do not expect that the net liability for uncertain income tax positions will significantly change within the next 12 months. The remaining balance will be settled or released as tax audits are effectively settled, statutes of limitation expire, or other new information becomes available.
Our U.S. federal income tax returns for fiscal years 2019 and subsequent are still subject to audit. In addition, we conduct business in various states. The major states in which we conduct business are subject to audit for fiscal years 2018 and subsequent. Our foreign operations are subject to audit for fiscal years 2012 and subsequent.
Cash paid for taxes (net of refunds received) during the fiscal years ended April 30, 2022, April 24, 2021, and April 25, 2020, was $ 38.6 million, $ 40.5 million, and $ 24.7 million, respectively.
Note 19: Earnings per Share
Certain share-based compensation awards that entitle their holders to receive non-forfeitable dividends prior to vesting are considered participating securities. Prior to fiscal 2019, we granted restricted stock awards that contained non-forfeitable rights to dividends on unvested shares, and we are required to include these participating securities in calculating our basic earnings per common share, using the two-class method. Beginning in fiscal 2019 and going forward, the restricted stock awards we granted do not have non-forfeitable rights to dividends and therefore are not considered participating securities. The dividends on these restricted stock awards are, and will continue to be, held in escrow until the stock awards vest at which time we will pay any accumulated dividends.
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The following is a reconciliation of the numerators and denominators we used in our computations of basic and diluted earnings per share:
Fiscal Year Ended
(53 weeks) (52 weeks) (52 weeks)
(Amounts in thousands) 4/30/2022 4/24/2021 4/25/2020
Numerator (basic and diluted):
Net income attributable to La-Z-Boy Incorporated $ 150,017 $ 106,461 $ 77,469
Income allocated to participating securities ( 7 ) ( 46 ) ( 117 )
Net income available to common Shareholders $ 150,010 $ 106,415 $ 77,352
Denominator:
Basic weighted average common shares outstanding 44,023 45,983 46,399
Contingent common shares 79 171 211
Stock option dilution 192 213 126
Diluted weighted average common shares outstanding 44,294 46,367 46,736
Earnings per Share:
Basic $ 3.41 $ 2.31 $ 1.67
Diluted $ 3.39 $ 2.30 $ 1.66
The values for contingent common shares set forth above reflect the dilutive effect of common shares that we would have issued to employees under the terms of performance-based share awards if the relevant performance period for the award had been the reporting period.
We exclude the effect of options from our diluted share calculation when the weighted average exercise price of the options are higher than the average market price, since including the options' effect would be anti-dilutive. We excluded options to purchase 0.2 million and 0.3 million shares from the diluted share calculation for the years ended April 30, 2022 and April 25, 2020, respectively. We did no t exclude any outstanding options from the diluted share calculation for the fiscal year ended April 24, 2021.
Note 20: Fair Value Measurements
Accounting standards require that we put financial assets and liabilities into one of three categories based on the inputs we use to value them:
• Level 1 — Financial assets and liabilities, the values of which are based on unadjusted quoted market prices for identical assets and liabilities in an active market that we have the ability to access.
• Level 2 — Financial assets and liabilities, the values of which are based on quoted prices in markets that are not active or on model inputs that are observable for substantially the full term of the asset or liability.
• Level 3 — Financial assets and liabilities, the values of which are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.
Accounting standards require that in making fair value measurements, we use observable market data when available. When inputs used to measure fair value fall within different levels of the hierarchy, we categorize the fair value measurement as being in the lowest level that is significant to the measurement. We recognize transfers between levels of the fair value hierarchy at the end of the reporting period in which they occur.
In addition to assets and liabilities that we record at fair value on a recurring basis, we are required to record assets and liabilities at fair value on a non-recurring basis. We measure non-financial assets such as other intangible assets, goodwill, and other long-lived assets at fair value when there is an indicator of impairment, and we record them at fair value only when we recognize an impairment loss.
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The following table presents the fair value hierarchy for those assets and liabilities we measured at fair value on a recurring basis at April 30, 2022 and April 24, 2021. There were no transfers into or out of Level 1, Level 2, or Level 3 for any of the periods presented.
At April 30, 2022
Fair Value Measurements
(Amounts in thousands) Level 1 Level 2 Level 3 NAV(1) Total
Assets
Marketable securities $ — $ 33,578 $ 2,500 $ 6,543 $ 42,621
Held-to-maturity investments 1,337 — — — 1,337
Cost basis investments — — 7,579 — 7,579
Total assets $ 1,337 $ 33,578 $ 10,079 $ 6,543 $ 51,537
Liabilities
Contingent consideration liability $ — $ — $ 800 $ — $ 800
At April 24, 2021
Fair Value Measurements
(Amounts in thousands) Level 1 Level 2 Level 3 NAV(1) Total
Assets
Marketable securities $ 119 $ 37,572 $ — $ 7,602 $ 45,293
Held-to-maturity investments 2,532 — — — 2,532
Cost basis investment — — 7,579 — 7,579
Total assets $ 2,651 $ 37,572 $ 7,579 $ 7,602 $ 55,404
Liabilities
Contingent consideration liability $ — $ — $ 14,100 $ — $ 14,100
(1) Certain marketable securities investments are measured at fair value using net asset value per share under the practical expedient methodology.
At April 30, 2022 and April 24, 2021, we held marketable securities intended to enhance returns on our cash and to fund future obligations of our non-qualified defined benefit retirement plan, our executive deferred compensation plan and our performance compensation retirement plan. We also held other fixed income and cost basis investments.
The fair value measurements for our Level 1 and Level 2 securities are based on quoted prices in active markets, as well as through broker quotes and independent valuation providers, multiplied by the number of shares owned exclusive of any transaction costs.
At April 30, 2022, our Level 3 assets included investments in two privately-held companies consisting of non-marketable preferred shares, warrants to purchase common shares, and convertible notes The fair value for our Level 3 equity investments is not readily determinable so we estimate the fair value as costs minus impairment, if any, plus or minus adjustments resulting from observable price changes in orderly transactions for identical or similar investments with the same issuer. During fiscal 2022, we invested $ 2.5 million in a convertible note from one of these privately-held start-up companies. The convertible note is considered a fixed income marketable security, classified as available-for-sale. There were no other changes to the fair value of our Level 3 assets during fiscal 2022.
Our Level 3 liability includes our contingent consideration liability resulting from the Joybird acquisition. Based on the achievement of fiscal 2021 performance metrics, we paid $ 10.0 million of contingent consideration during the second quarter of fiscal 2022. The fair value of our contingent consideration liability as of April 30, 2022, reflects our expectation that consideration will be owed under the terms of the earn out agreement based on fiscal 2023 projections of Joybird revenue and earnings. The fair value is determined using a variation of the income approach, known as the real options method, whereby revenue and earnings are simulated over the earnout periods in a risk-neutral framework using Geometric Brownian Motion. For each simulation path, the potential earnout payments were calculated based on management’s probability estimates for achievement of the revenue and earnings milestones and then were discounted to the valuation date using a discount rate of 4.5 %. During fiscal 2022, we recognized a decrease in the fair value of our contingent consideration liability of $ 3.3 million
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based on an updated valuation reflecting our most recent financial projections. There were no other changes to the fair value of our Level 3 liabilities during the year ended April 30, 2022.
The following table is a reconciliation of our Level 3 assets and liabilities recorded at fair value using significant unobservable inputs:
(Amounts in thousands) Assets Liabilities
Balance at April 25, 2020 $ 6,479 $ —
Purchases 1,100 —
Fair value adjustment — 14,100
Balance at April 24, 2021 7,579 14,100
Purchases 2,500 —
Settlements — ( 10,000 )
Fair value adjustment — ( 3,300 )
Balance at April 30, 2022 $ 10,079 $ 800
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Table of Contents
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.