UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended December 28, 2003
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-1370
BRIGGS & STRATTON CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin | 39-0182330 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
12301 West Wirth Street, Wauwatosa, Wisconsin | 53222 | |
(Address of Principal Executive Offices) | (Zip Code) |
414/259-5333
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes x No ¨
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
Class |
Outstanding at December 28, 2003 | |
COMMON STOCK, par value $0.01 per share |
22,336,561 Shares |
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
Page No. | ||||
PART I FINANCIAL INFORMATION |
||||
Item 1. |
Financial Statements | |||
Consolidated Condensed Balance Sheets December 28, 2003 and June 29, 2003 | 3 | |||
5 | ||||
6 | ||||
Notes to Consolidated Condensed Financial Statements | 7 | |||
Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations | 17 | ||
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk | 21 | ||
Item 4. |
Controls and Procedures | 21 | ||
PART II OTHER INFORMATION |
||||
Item 4. |
Submission of Matters to a Vote of Security Holders | 22 | ||
Item 6. |
Exhibits and Reports on Form 8-K | 22 | ||
23 | ||||
24 |
2
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
ITEM 1. | FINANCIAL STATEMENTS |
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands)
ASSETS
December 28, 2003 |
June 29, 2003 | |||||
(Unaudited) | ||||||
CURRENT ASSETS: |
||||||
Cash and cash equivalents |
$ | 119,323 | $ | 324,815 | ||
Accounts receivable, net |
339,822 | 201,948 | ||||
Inventories - |
||||||
Finished products and parts |
230,585 | 128,998 | ||||
Work in process |
102,676 | 76,929 | ||||
Raw materials |
3,481 | 3,211 | ||||
Total inventories |
336,742 | 209,138 | ||||
Deferred income tax asset |
52,892 | 48,674 | ||||
Prepaid expenses and other current assets |
23,038 | 22,572 | ||||
Total current assets |
871,817 | 807,147 | ||||
OTHER ASSETS: |
||||||
Goodwill |
154,070 | 159,756 | ||||
Investments |
41,693 | 44,175 | ||||
Prepaid pension |
77,879 | 74,005 | ||||
Deferred loan costs, net |
7,275 | 8,314 | ||||
Other long-term assets, net |
9,954 | 11,012 | ||||
Total other assets |
290,871 | 297,262 | ||||
PLANT AND EQUIPMENT: |
||||||
Cost |
873,683 | 876,664 | ||||
Less - accumulated depreciation |
512,770 | 505,880 | ||||
Total plant and equipment, net |
360,913 | 370,784 | ||||
$ | 1,523,601 | $ | 1,475,193 | |||
The accompanying notes are an integral part of these statements.
3
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS (Continued)
(In thousands, except per share data)
LIABILITIES & SHAREHOLDERS INVESTMENT
December 28, 2003 |
June 29, 2003 |
|||||||
(Unaudited) | ||||||||
CURRENT LIABILITIES: |
||||||||
Accounts payable |
$ | 119,726 | $ | 134,441 | ||||
Domestic notes payable |
1,220 | 2,075 | ||||||
Foreign loans |
49 | 865 | ||||||
Accrued liabilities |
169,165 | 157,463 | ||||||
Dividends payable |
7,364 | | ||||||
Income taxes payable |
16,997 | 6,551 | ||||||
Total current liabilities |
314,521 | 301,395 | ||||||
OTHER LIABILITIES: |
||||||||
Deferred revenue on sale of plant and equipment |
15,050 | 15,163 | ||||||
Deferred income tax liability |
60,621 | 57,917 | ||||||
Accrued pension cost |
21,401 | 20,368 | ||||||
Accrued employee benefits |
14,143 | 13,901 | ||||||
Accrued postretirement health care obligation |
47,419 | 48,065 | ||||||
Long-term debt |
501,356 | 503,397 | ||||||
Total other liabilities |
659,990 | 658,811 | ||||||
SHAREHOLDERS INVESTMENT: |
||||||||
Common stock - |
||||||||
Authorized 60,000 shares, $.01 par value, issued 28,927 shares |
289 | 289 | ||||||
Additional paid-in capital |
36,902 | 35,074 | ||||||
Retained earnings |
832,062 | 822,060 | ||||||
Accumulated other comprehensive loss |
(5,424 | ) | (734 | ) | ||||
Unearned compensation on restricted stock |
(1,018 | ) | (287 | ) | ||||
Treasury stock at cost, 6,562 and 7,142 shares, respectively |
(313,721 | ) | (341,415 | ) | ||||
Total shareholders investment |
549,090 | 514,987 | ||||||
$ | 1,523,601 | $ | 1,475,193 | |||||
The accompanying notes are an integral part of these statements.
4
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
Three Months Ended |
Six Months Ended |
|||||||||||||||
December 28, 2003 |
December 29, 2002 |
December 28, 2003 |
December 29, 2002 |
|||||||||||||
NET SALES |
$ | 415,984 | $ | 352,562 | $ | 747,379 | $ | 589,058 | ||||||||
COST OF GOODS SOLD |
325,138 | 284,922 | 596,338 | 485,624 | ||||||||||||
Gross profit on sales |
90,846 | 67,640 | 151,041 | 103,434 | ||||||||||||
ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES |
52,170 | 41,169 | 98,070 | 79,527 | ||||||||||||
Income from operations |
38,676 | 26,471 | 52,971 | 23,907 | ||||||||||||
INTEREST EXPENSE |
(9,596 | ) | (10,171 | ) | (19,428 | ) | (20,260 | ) | ||||||||
OTHER INCOME, net |
1,265 | 1,494 | 2,708 | 3,500 | ||||||||||||
Income before income taxes |
30,345 | 17,794 | 36,251 | 7,147 | ||||||||||||
PROVISION FOR INCOME TAXES |
9,710 | 6,050 | 11,600 | 2,430 | ||||||||||||
NET INCOME |
$ | 20,635 | $ | 11,744 | $ | 24,651 | $ | 4,717 | ||||||||
EARNINGS PER SHARE DATA - |
||||||||||||||||
Average shares outstanding |
22,088 | 21,647 | 22,121 | 21,645 | ||||||||||||
Basic earnings per share |
$ | 0.93 | $ | 0.54 | $ | 1.11 | $ | 0.22 | ||||||||
Diluted average shares outstanding |
25,104 | 24,482 | 25,096 | 21,654 | ||||||||||||
Diluted earnings per share |
$ | 0.87 | $ | 0.53 | $ | 1.08 | $ | 0.22 | ||||||||
CASH DIVIDENDS DECLARED PER SHARE |
$ | 0.33 | $ | 0.32 | $ | 0.66 | $ | 0.64 | ||||||||
The accompanying notes are an integral part of these statements.
5
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended |
||||||||
December 28, 2003 |
December 29, 2002 |
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Net income |
$ | 24,651 | $ | 4,717 | ||||
Adjustments to reconcile net income to net cash used in operating activities - |
||||||||
Depreciation and amortization |
32,290 | 31,189 | ||||||
Equity earnings of unconsolidated affiliates |
(1,011 | ) | (2,185 | ) | ||||
Loss on disposition of plant and equipment |
3,066 | 1,912 | ||||||
(Credit) provision for deferred income taxes |
(1,514 | ) | 5,174 | |||||
Change in operating assets and liabilities - |
||||||||
Increase in accounts receivable |
(137,862 | ) | (104,158 | ) | ||||
Increase in inventories |
(127,604 | ) | (107,681 | ) | ||||
(Increase) decrease in prepaid expenses and other current assets |
(466 | ) | 3,450 | |||||
Increase (decrease) in accounts payable and accrued liabilities |
3,243 | (24,298 | ) | |||||
Change in pension obligation, net |
(2,879 | ) | (6,298 | ) | ||||
Other, net |
(2,828 | ) | (3,769 | ) | ||||
Net cash used in operating activities |
(210,914 | ) | (201,947 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
Additions to plant and equipment |
(23,144 | ) | (19,908 | ) | ||||
Proceeds received on disposition of plant and equipment |
299 | 3,232 | ||||||
Refund of cash paid for acquisition |
5,686 | | ||||||
Dividends received |
3,500 | 6,330 | ||||||
Net cash used in investing activities |
(13,659 | ) | (10,346 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Net (repayments) borrowings on loans and notes payable |
(1,671 | ) | 23,923 | |||||
Dividends paid |
(7,285 | ) | (6,927 | ) | ||||
Proceeds from exercise of stock options |
24,701 | | ||||||
Net cash provided by financing activities |
15,745 | 16,996 | ||||||
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS |
3,336 | 1,574 | ||||||
NET DECREASE IN CASH AND CASH EQUIVALENTS |
(205,492 | ) | (193,723 | ) | ||||
CASH AND CASH EQUIVALENTS, beginning |
324,815 | 215,945 | ||||||
CASH AND CASH EQUIVALENTS, ending |
$ | 119,323 | $ | 22,222 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
||||||||
Interest paid |
$ | 18,840 | $ | 19,312 | ||||
Income taxes paid |
$ | 1,540 | $ | 5,460 | ||||
The accompanying notes are an integral part of these statements.
6
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
General Information
The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the U.S. However, in the opinion of Briggs & Stratton Corporation, adequate disclosures have been presented to make the information not misleading, and all adjustments necessary to present fair statements of the results of operations and financial position have been included. All of these adjustments are of a normal recurring nature. These consolidated condensed financial statements should be read in conjunction with the financial statements and the notes thereto which were included in our latest Annual Report on Form 10-K.
Earnings Per Share
Basic earnings per share, for each period presented, is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed reflecting the potential dilution that would occur if options or other contracts to issue common stock were exercised or converted into common stock at the beginning of the period.
Information on earnings per share is as follows (in thousands):
Three Months Ended |
Six Months Ended | |||||||||||
December 28, 2003 |
December 29, 2002 |
December 28, 2003 |
December 29, 2002 | |||||||||
Net income |
$ | 20,635 | $ | 11,744 | $ | 24,651 | $ | 4,717 | ||||
Adjustments to net income to add after tax interest expense on convertible notes |
1,190 | 1,155 | 2,380 | | ||||||||
Adjusted net income used in diluted earnings per share |
$ | 21,825 | $ | 12,899 | $ | 27,031 | $ | 4,717 | ||||
Average shares of common stock outstanding |
22,088 | 21,647 | 22,121 | 21,645 | ||||||||
Incremental common shares applicable to common stock options based on the common stock average market price during the period |
181 | | 136 | | ||||||||
Incremental common shares applicable to restricted common stock based on the common stock average market price during the period |
9 | 9 | 13 | 9 | ||||||||
Incremental common shares applicable to convertible notes based on the conversion provisions of the convertible notes |
2,826 | 2,826 | 2,826 | | ||||||||
Diluted average common shares outstanding |
25,104 | 24,482 | 25,096 | 21,654 | ||||||||
7
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
Comprehensive Income
Comprehensive income is a more inclusive financial reporting method that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. Comprehensive income is defined as net income and other changes in shareholders investment from transactions and events other than with shareholders. Total comprehensive income is as follows (in thousands):
Three Months Ended |
Six Months Ended |
|||||||||||||||
December 28, 2003 |
December 29, 2002 |
December 28, 2003 |
December 29, 2002 |
|||||||||||||
Net income |
$ | 20,635 | $ | 11,744 | $ | 24,651 | $ | 4,717 | ||||||||
Unrealized loss on marketable securities |
| (10 | ) | | (52 | ) | ||||||||||
Foreign currency translation adjustments |
2,744 | 1,728 | 3,416 | 1,679 | ||||||||||||
Unrealized (loss) gain on derivative instruments |
(7,132 | ) | 484 | (8,106 | ) | 2,037 | ||||||||||
Total comprehensive income |
$ | 16,247 | $ | 13,946 | $ | 19,961 | $ | 8,381 | ||||||||
The components of Accumulated Other Comprehensive Loss are as follows (in thousands):
December 28, 2003 |
June 29, 2003 |
|||||||
Cumulative translation adjustments |
$ | 5,232 | $ | 1,816 | ||||
Unrealized (loss) gain on derivative instruments |
(8,093 | ) | 13 | |||||
Minimum pension liability adjustment |
(2,563 | ) | (2,563 | ) | ||||
Accumulated other comprehensive loss |
$ | (5,424 | ) | $ | (734 | ) | ||
Derivatives
Derivatives are recorded on the balance sheet as assets or liabilities, measured at fair value. Briggs & Stratton enters into derivative contracts designated as cash flow hedges to manage its foreign currency exposures. These instruments generally do not have a maturity of more than twelve months. Briggs & Stratton uses interest rate swaps designated as fair value hedges to manage its debt portfolio. These instruments generally have maturities and terms consistent with the underlying debt instrument.
Changes in the fair value of cash flow hedges are recorded on the income statement or as a component of accumulated other comprehensive income (loss). The amounts included in accumulated other comprehensive income (loss) will be reclassified into income when the forecasted transactions occur, generally within the next twelve months. These forecasted transactions represent the exporting of products for which Briggs & Stratton will receive foreign currency and the importing of products for which it will be required to pay in a foreign currency. Changes in the fair value of fair value hedges related to interest rate swaps are recorded as an increase/decrease to long-term debt. Changes in the fair value of all derivatives deemed to be ineffective are recorded as either income or expense in the accompanying Consolidated Condensed Statements of Income. During the quarter there were no material ineffective hedges.
On December 28, 2003, Briggs & Stratton had interest rate swaps relating to the $275 million 8.875% senior notes due in 2011. The swaps convert $50 million in notional amounts from fixed to a floating rate (LIBOR-set-in-arrears) and mature in fiscal 2011. The floating rate on the interest rate swaps at December 28, 2003 was 5.4%. The fair market value of these derivatives was approximately $1.2 million and $3.6 million as of December 28, 2003 and June 29, 2003, respectively.
8
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
Segment and Geographic Information
Briggs & Stratton operates in two reportable business segments, Engines and Power Products, that are managed separately based on fundamental differences in their operations. Summarized segment data is as follows (in thousands):
Three Months Ended |
Six Months Ended |
|||||||||||||||
December 28, 2003 |
December 29, 2002 |
December 28, 2003 |
December 29, 2002 |
|||||||||||||
NET SALES: |
||||||||||||||||
Engines |
$ | 357,848 | $ | 305,198 | $ | 592,196 | $ | 500,089 | ||||||||
Power Products |
97,614 | 61,260 | 223,163 | 114,935 | ||||||||||||
Inter-Segment Eliminations |
(39,478 | ) | (13,896 | ) | (67,980 | ) | (25,966 | ) | ||||||||
Total* |
$ | 415,984 | $ | 352,562 | $ | 747,379 | $ | 589,058 | ||||||||
*International Sales (included in the above) |
||||||||||||||||
Engines |
$ | 109,292 | $ | 96,289 | $ | 160,568 | $ | 151,864 | ||||||||
Power Products |
3,982 | 3,518 | 7,510 | 7,514 | ||||||||||||
Total |
$ | 113,274 | $ | 99,807 | $ | 168,078 | $ | 159,378 | ||||||||
GROSS PROFIT ON SALES: |
||||||||||||||||
Engines |
$ | 80,867 | $ | 60,673 | $ | 123,373 | $ | 90,716 | ||||||||
Power Products |
11,891 | 6,040 | 27,961 | 12,079 | ||||||||||||
Inter-Segment Eliminations |
(1,912 | ) | 927 | (293 | ) | 639 | ||||||||||
Total |
$ | 90,846 | $ | 67,640 | $ | 151,041 | $ | 103,434 | ||||||||
INCOME FROM OPERATIONS: |
||||||||||||||||
Engines |
$ | 35,432 | $ | 23,776 | $ | 38,712 | $ | 19,979 | ||||||||
Power Products |
5,156 | 1,768 | 14,552 | 3,289 | ||||||||||||
Inter-Segment Eliminations |
(1,912 | ) | 927 | (293 | ) | 639 | ||||||||||
Total |
$ | 38,676 | $ | 26,471 | $ | 52,971 | $ | 23,907 | ||||||||
Warranty
Briggs & Stratton recognizes the cost associated with its standard warranty on Engines and Power Products at the time of sale. The amount recognized is based on historical failure rates and current claim cost experience. The following is a reconciliation of the changes in accrued warranty costs for the reporting period (in thousands):
Six Months Ended December 28, 2003 |
||||
Balance, Beginning of Period |
$ | 47,590 | ||
Payments |
(20,975 | ) | ||
Provision for Current Year Warranties |
15,103 | |||
Provisions for Prior Years Warranties |
| |||
Balance, End of Period |
$ | 41,718 | ||
9
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
Stock Options
Briggs & Stratton has a Stock Incentive Plan that is accounted for under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees. Under the plan, no compensation cost has been recognized. Had compensation cost for this plan been determined consistent with Statement of Financial Accounting Standard (SFAS) No. 123, Accounting for Stock-Based Compensation, and Statement of Financial Accounting Standard No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure, the Companys net income and earnings per share would have been reduced to the following pro forma amounts (in thousands, except per share data):
Three Months Ended |
Six Months Ended | |||||||||||
December 28, 2003 |
December 29, 2002 |
December 28, 2003 |
December 29, 2002 | |||||||||
Net income as reported: |
$ | 20,635 | $ | 11,744 | $ | 24,651 | $ | 4,717 | ||||
Deduct employee compensation expense determined under a fair value based method, net of related tax effects |
849 | 713 | 1,645 | 1,480 | ||||||||
Pro forma net income |
$ | 19,786 | $ | 11,031 | $ | 23,006 | $ | 3,237 | ||||
Earnings per share: |
||||||||||||
As reported |
$ | 0.93 | $ | 0.54 | $ | 1.11 | $ | 0.22 | ||||
Pro forma |
$ | 0.90 | $ | 0.51 | $ | 1.04 | $ | 0.15 | ||||
Diluted earnings per share: |
||||||||||||
As reported |
$ | 0.87 | $ | 0.53 | $ | 1.08 | $ | 0.22 | ||||
Pro forma |
$ | 0.84 | $ | 0.50 | $ | 1.01 | $ | 0.15 |
New Accounting Pronouncements
In December 2003, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 46 (Revised December 2003), Consolidation of Variable Interest Entities, an interpretation of ARB No. 51 (FIN 46R). This standard replaces FIN 46, Consolidation of Variable Interest Entities that was issued in January 2003. FIN 46R modifies or clarifies various provisions of FIN 46. FIN 46R addresses the consolidation by business enterprises of variable interest entities (VIEs), as defined by FIN 46R. FIN 46R exempts certain entities from its requirements and provides for special effective dates for entities that have fully or partially applied FIN 46 prior to issuance of FIN 46R. Otherwise, application of FIN 46R is required in financial statements of public entities that have interest in structures commonly referred to as special purpose entities for periods ending after December 15, 2003. Application by public entities, other than small business issuers, for all other types of VIEs is required in financial statements for periods ending after March 15, 2004. The Company will adopt the provisions of FIN 46R during the quarter ended March 28, 2004. The adoption of FIN 46R is being evaluated to determine what impact, if any, the adoption of the provisions will have on the Companys financial condition or results of operation.
In December 2003, the FASB revised SFAS No. 132, Employers Disclosures about Pensions and Other Postretirement Benefits. This statement revises employers disclosure about pension plans and other postretirement benefit plans. It does not change the measurement or recognition of those plans required by SFAS No. 87, Employers Accounting for Pensions, SFAS No. 88, Employers Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, and SFAS No. 106, Employers Accounting for Postretirement Benefits Other Than Pensions. It requires additional disclosures to those in the original SFAS No. 132. This statement is effective for financial statements with fiscal years ending
10
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
after December 15, 2003. The interim-period disclosures required by this Statement will be effective for interim periods beginning after December 15, 2003. The provisions of this statement will be disclosed in the Companys footnotes to the financial statements for the quarter ending March 28, 2004.
Financial Information of Subsidiary Guarantor of Indebtedness
In June 1997, Briggs & Stratton issued $100 million of 7.25% senior notes to finance the purchase of outstanding shares. In May 2001, the Company issued $275 million of 8.875% senior notes to fund the acquisition of Generac Portable Products, LLC (effective January 1, 2003, Generac Portable Products, LLC changed its name to Briggs & Stratton Power Products Group, LLC (BSPPG)) and $140 million of 5% convertible senior notes to replace an existing revolving line of credit. In addition, Briggs & Stratton has a $300 million revolving credit facility that expires in September 2004 that is used to finance seasonal working capital needs.
Under the terms of Briggs & Strattons 8.875% senior notes, 5.00% convertible senior notes, 7.25% senior notes and the revolving credit agreement (collectively, the Domestic Indebtedness), BSPPG became a joint and several guarantor of the Domestic Indebtedness (the Guarantor). Additionally, if at any time a domestic subsidiary of Briggs & Stratton constitutes a significant domestic subsidiary, then such domestic subsidiary will also become a guarantor of the Domestic Indebtedness. Currently, all of the Domestic Indebtedness is unsecured. In the event that the ratings of certain of the debt are reduced, the Domestic Indebtedness, excluding the convertible notes, will be entitled to participate in a pledge of substantially all of our assets. The Guarantor, at that time, is obligated to pay the outstanding Domestic Indebtedness if Briggs & Stratton were to fail to make a payment of interest or principal on its due date. Briggs & Stratton had the following outstanding amounts related to the guaranteed debt (in thousands):
December 28, 2003 Carrying Amount |
Maximum Guarantee | |||||
8.875% Senior Notes, due March 15, 2011 |
$ | 270,873 | $ | 275,000 | ||
5.00% Convertible Senior Notes, due May 15, 2006 |
$ | 140,000 | $ | 140,000 | ||
7.25% Senior Notes, due September 15, 2007 |
$ | 89,310 | $ | 90,000 | ||
Revolving Credit Facility, expiring September 2004 |
$ | | $ | 300,000 |
11
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
BALANCE SHEET
As of December 28, 2003
(In thousands)
Briggs & Stratton Corporation |
Guarantor Subsidiary |
Non-Guarantor Subsidiaries |
Eliminations |
Consolidated | ||||||||||||
Current Assets |
$ | 677,161 | $ | 177,230 | $ | 159,647 | $ | (142,221 | ) | $ | 871,817 | |||||
Investment in Subsidiaries |
344,585 | | | (344,585 | ) | | ||||||||||
Non-Current Assets |
469,705 | 177,056 | 5,023 | | 651,784 | |||||||||||
$ | 1,491,451 | $ | 354,286 | $ | 164,670 | $ | (486,806 | ) | $ | 1,523,601 | ||||||
Current Liabilities |
$ | 280,598 | $ | 60,268 | $ | 107,296 | $ | (133,641 | ) | $ | 314,521 | |||||
Long-Term Debt |
501,356 | | | | 501,356 | |||||||||||
Other Long-Term Obligations |
151,827 | 6,562 | 245 | | 158,634 | |||||||||||
Shareholders Investment |
557,670 | 287,456 | 57,129 | (353,165 | ) | 549,090 | ||||||||||
$ | 1,491,451 | $ | 354,286 | $ | 164,670 | $ | (486,806 | ) | $ | 1,523,601 | ||||||
BALANCE SHEET
As of June 29, 2003
(In thousands)
Briggs & Stratton Corporation |
Guarantor Subsidiary |
Non-Guarantor Subsidiaries |
Eliminations |
Consolidated | ||||||||||||
Current Assets |
$ | 617,409 | $ | 159,067 | $ | 99,311 | $ | (68,640 | ) | $ | 807,147 | |||||
Investment in Subsidiaries |
333,848 | | | (333,848 | ) | | ||||||||||
Non-Current Assets |
483,227 | 180,903 | 3,916 | | 668,046 | |||||||||||
$ | 1,434,484 | $ | 339,970 | $ | 103,227 | $ | (402,488 | ) | $ | 1,475,193 | ||||||
Current Liabilities |
$ | 256,358 | $ | 51,610 | $ | 53,846 | $ | (60,419 | ) | $ | 301,395 | |||||
Long-Term Debt |
503,397 | | | | 503,397 | |||||||||||
Other Long-Term Obligations |
151,521 | 3,855 | 38 | | 155,414 | |||||||||||
Shareholders Investment |
523,208 | 284,505 | 49,343 | (342,069 | ) | 514,987 | ||||||||||
$ | 1,434,484 | $ | 339,970 | $ | 103,227 | $ | (402,488 | ) | $ | 1,475,193 | ||||||
12
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
STATEMENT OF INCOME
For the Three Months Ended December 28, 2003
(In thousands)
Briggs & Stratton Corporation |
Guarantor Subsidiary |
Non-Guarantor Subsidiaries |
Eliminations |
Consolidated |
||||||||||||||||
Net Sales |
$ | 348,754 | $ | 89,512 | $ | 35,504 | $ | (57,786 | ) | $ | 415,984 | |||||||||
Cost of Goods Sold |
273,160 | 78,403 | 28,602 | (55,027 | ) | 325,138 | ||||||||||||||
Gross Profit |
75,594 | 11,109 | 6,902 | (2,759 | ) | 90,846 | ||||||||||||||
Engineering, Selling, General and Administrative Expenses |
41,642 | 5,992 | 4,536 | | 52,170 | |||||||||||||||
Income from Operations |
33,952 | 5,117 | 2,366 | (2,759 | ) | 38,676 | ||||||||||||||
Interest Expense |
(9,464 | ) | (2 | ) | (21 | ) | (109 | ) | (9,596 | ) | ||||||||||
Other Income (Expense), Net |
3,856 | (15 | ) | 42 | (2,618 | ) | 1,265 | |||||||||||||
Income Before Income Taxes |
28,344 | 5,100 | 2,387 | (5,486 | ) | 30,345 | ||||||||||||||
Provision for Income Taxes |
9,414 | 1,793 | 208 | (1,705 | ) | 9,710 | ||||||||||||||
Net Income |
$ | 18,930 | $ | 3,307 | $ | 2,179 | $ | (3,781 | ) | $ | 20,635 | |||||||||
STATEMENT OF INCOME
For the Six Months Ended December 28, 2003
(In thousands)
Briggs & Stratton Corporation |
Guarantor Subsidiary |
Non-Guarantor Subsidiaries |
Eliminations |
Consolidated |
||||||||||||||||
Net Sales |
$ | 572,068 | $ | 206,839 | $ | 66,232 | $ | (97,760 | ) | $ | 747,379 | |||||||||
Cost of Goods Sold |
459,479 | 180,590 | 52,497 | (96,228 | ) | 596,338 | ||||||||||||||
Gross Profit |
112,589 | 26,249 | 13,735 | (1,532 | ) | 151,041 | ||||||||||||||
Engineering, Selling, General and Administrative Expenses |
76,101 | 11,859 | 10,110 | | 98,070 | |||||||||||||||
Income from Operations |
36,488 | 14,390 | 3,625 | (1,532 | ) | 52,971 | ||||||||||||||
Interest Expense |
(19,239 | ) | (2 | ) | (40 | ) | (147 | ) | (19,428 | ) | ||||||||||
Other Income (Expense), Net |
13,292 | (30 | ) | 60 | (10,614 | ) | 2,708 | |||||||||||||
Income Before Income Taxes |
30,541 | 14,358 | 3,645 | (12,293 | ) | 36,251 | ||||||||||||||
Provision for Income Taxes |
9,773 | 5,046 | 664 | (3,883 | ) | 11,600 | ||||||||||||||
Net Income |
$ | 20,768 | $ | 9,312 | $ | 2,981 | $ | (8,410 | ) | $ | 24,651 | |||||||||
13
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
STATEMENT OF INCOME
For the Three Months Ended December 29, 2002
(In thousands)
Briggs & Stratton Corporation |
Guarantor Subsidiary |
Non-Guarantor Subsidiaries |
Eliminations |
Consolidated |
||||||||||||||||
Net Sales |
$ | 295,114 | $ | 59,514 | $ | 24,718 | $ | (26,784 | ) | $ | 352,562 | |||||||||
Cost of Goods Sold |
239,858 | 53,113 | 18,410 | (26,459 | ) | 284,922 | ||||||||||||||
Gross Profit |
55,256 | 6,401 | 6,308 | (325 | ) | 67,640 | ||||||||||||||
Engineering, Selling, General and Administrative Expenses |
33,446 | 4,231 | 3,492 | | 41,169 | |||||||||||||||
Income from Operations |
21,810 | 2,170 | 2,816 | (325 | ) | 26,471 | ||||||||||||||
Interest Expense |
(10,032 | ) | (2 | ) | (137 | ) | | (10,171 | ) | |||||||||||
Other Income (Expense), Net |
4,939 | (32 | ) | 83 | (3,496 | ) | 1,494 | |||||||||||||
Income Before Income Taxes |
16,717 | 2,136 | 2,762 | (3,821 | ) | 17,794 | ||||||||||||||
Provision for Income Taxes |
5,326 | 765 | 312 | (353 | ) | 6,050 | ||||||||||||||
Net Income |
$ | 11,391 | $ | 1,371 | $ | 2,450 | $ | (3,468 | ) | $ | 11,744 | |||||||||
STATEMENT OF INCOME
For the Six Months Ended December 29, 2002
(In thousands)
Briggs & Stratton Corporation |
Guarantor Subsidiary |
Non-Guarantor Subsidiaries |
Eliminations |
Consolidated |
||||||||||||||||
Net Sales |
$ | 480,952 | $ | 112,170 | $ | 48,394 | $ | (52,458 | ) | $ | 589,058 | |||||||||
Cost of Goods Sold |
401,396 | 99,715 | 35,896 | (51,383 | ) | 485,624 | ||||||||||||||
Gross Profit |
79,556 | 12,455 | 12,498 | (1,075 | ) | 103,434 | ||||||||||||||
Engineering, Selling, General and Administrative Expenses |
63,618 | 8,695 | 7,214 | | 79,527 | |||||||||||||||
Income from Operations |
15,938 | 3,760 | 5,284 | (1,075 | ) | 23,907 | ||||||||||||||
Interest Expense |
(19,914 | ) | (6 | ) | (340 | ) | | (20,260 | ) | |||||||||||
Other Income (Expense), Net |
9,080 | (43 | ) | 135 | (5,672 | ) | 3,500 | |||||||||||||
Income Before Income Taxes |
5,104 | 3,711 | 5,079 | (6,747 | ) | 7,147 | ||||||||||||||
Provision for Income Taxes |
1,735 | 1,320 | 723 | (1,348 | ) | 2,430 | ||||||||||||||
Net Income |
$ | 3,369 | $ | 2,391 | $ | 4,356 | $ | (5,399 | ) | $ | 4,717 | |||||||||
14
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
STATEMENT OF CASH FLOWS
For the Six Months Ended December 28, 2003
(In thousands)
Briggs & Stratton Corporation |
Guarantor Subsidiary |
Non-Guarantor Subsidiaries |
Eliminations |
Consolidated |
||||||||||||||||
Net Cash (Used in) Provided by Operating Activities |
$ | (214,536 | ) | $ | 9,397 | $ | (23,982 | ) | $ | 18,207 | $ | (210,914 | ) | |||||||
Cash Flows from Investing Activities: |
||||||||||||||||||||
Additions to Plant and Equipment |
(19,307 | ) | (3,268 | ) | (569 | ) | | (23,144 | ) | |||||||||||
Proceeds Received on Disposition of Plant and Equipment |
293 | 6 | | | 299 | |||||||||||||||
Refund of Cash Paid for Acquisition |
5,686 | | | | 5,686 | |||||||||||||||
Other, Net |
3,500 | | | | 3,500 | |||||||||||||||
Net Cash Used in Investing Activities |
(9,828 | ) | (3,262 | ) | (569 | ) | | (13,659 | ) | |||||||||||
Cash Flows from Financing Activities: |
||||||||||||||||||||
Net Borrowings (Repayments) on Loans and Notes Payable |
8,545 | (8,037 | ) | 16,028 | (18,207 | ) | (1,671 | ) | ||||||||||||
Dividends Paid |
(7,285 | ) | | | | (7,285 | ) | |||||||||||||
Proceeds from Exercise of Stock Options |
24,701 | | | | 24,701 | |||||||||||||||
Net Cash Provided by (Used in) Financing Activities |
25,961 | (8,037 | ) | 16,028 | (18,207 | ) | 15,745 | |||||||||||||
Effect of Exchange Rate Changes |
| (675 | ) | 4,011 | | 3,336 | ||||||||||||||
Net Decrease in Cash and Cash Equivalents |
(198,403 | ) | (2,577 | ) | (4,512 | ) | | (205,492 | ) | |||||||||||
Cash and Cash Equivalents, Beginning |
304,103 | 1,575 | 19,137 | | 324,815 | |||||||||||||||
Cash and Cash Equivalents, Ending |
$ | 105,700 | $ | (1,002 | ) | $ | 14,625 | $ | | $ | 119,323 | |||||||||
15
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
STATEMENT OF CASH FLOWS
For the Six Months Ended December 29, 2002
(In thousands)
Briggs & Stratton Corporation |
Guarantor Subsidiary |
Non-Guarantor Subsidiaries |
Eliminations |
Consolidated |
|||||||||||||||
Net Cash (Used in) Provided by Operating Activities |
$ | (218,265 | ) | $ | 11,127 | $ | 5,191 | $ | | $ | (201,947 | ) | |||||||
Cash Flows from Investing Activities: |
|||||||||||||||||||
Additions to Plant and Equipment |
(18,334 | ) | (1,368 | ) | (206 | ) | | (19,908 | ) | ||||||||||
Proceeds Received on Disposition of Plant and Equipment |
104 | 3,086 | 42 | | 3,232 | ||||||||||||||
Other, Net |
5,655 | | 675 | | 6,330 | ||||||||||||||
Net Cash (Used in) Provided by Investing Activities |
(12,575 | ) | 1,718 | 511 | | (10,346 | ) | ||||||||||||
Cash Flows from Financing Activities: |
|||||||||||||||||||
Net Borrowings (Repayments) on Loans and Notes Payable |
40,339 | (11,529 | ) | (4,887 | ) | | 23,923 | ||||||||||||
Dividends Paid |
(6,927 | ) | | | | (6,927 | ) | ||||||||||||
Net Cash Provided by (Used in) Financing Activities |
33,412 | (11,529 | ) | (4,887 | ) | | 16,996 | ||||||||||||
Effect of Exchange Rate Changes |
| 430 | 1,144 | | 1,574 | ||||||||||||||
Net (Decrease) Increase in Cash and Cash Equivalents |
(197,428 | ) | 1,746 | 1,959 | | (193,723 | ) | ||||||||||||
Cash and Cash Equivalents, Beginning |
211,610 | 953 | 3,382 | | 215,945 | ||||||||||||||
Cash and Cash Equivalents, Ending |
$ | 14,182 | $ | 2,699 | $ | 5,341 | $ | | $ | 22,222 | |||||||||
16
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following is managements discussion and analysis of Briggs & Strattons financial condition and results of operations for the periods included in the accompanying consolidated condensed financial statements:
RESULTS OF OPERATIONS
SALES
Net sales for the second quarter of fiscal 2004 totaled $416 million, an increase of $63 million or 18% when compared to fiscal 2003. The net sales increase was the result of volume increases in both the Engine and Power Products Segments; a mix that favored higher priced product, and a favorable Euro exchange rate.
Second quarter net sales for the Engine Segment were $358 million versus $305 million in fiscal 2003, an increase of $53 million or 17%. This improvement was driven partially by a 13% increase in unit volume. Increased shipments to our Power Products Segment accounts for 9% of the unit volume increase, reflecting the increase in sales volume experienced by our Power Products Segment in both the generator and pressure washer categories and our corresponding inventory build. The remainder of the volume increase reflects early build activity at major domestic original equipment manufacturers (OEMs) of lawn and garden equipment. Major retailers of power equipment are all projecting growth over last years performance and expect OEMs to have adequate inventory available to meet the spring demand. Consequently, certain OEMs have moved up their production schedules earlier than in the previous year to ensure adequate inventories, thus making their engine purchases earlier than in previous years. The Engine Segment experienced a favorable mix of sales of engines at higher price points. The mix was seen in both large versus small engines, as well as shifts within model categories. This mix benefit was offset by a reduction in die cast sales of $8 million, as we are no longer providing die cast services to third parties. Engine Segment second quarter net sales also benefited $11 million from a favorable exchange rate on Euro denominated sales.
Second quarter Power Product Segment sales were $98 million versus $61 million in the same period a year ago. The 61% improvement was the result of a pressure washer volume increase of 180% and generator volume increase of 34%. The pressure washer volume increase was driven by successful holiday promotions at certain retailers that positioned pressure washers as a gift idea. Historically, pressure washers have been a spring and summer product, so the holiday promotion created demand not normally experienced in the second quarter. While there were no weather events in the second quarter of fiscal 2004 as opposed to the second quarter of fiscal 2003, generator demand continues to reflect the awareness created by last summers landfall of a major hurricane, the power grid failure in the Eastern United States, and continued promotional efforts.
Net sales for the six months ended December 28, 2003 totaled $747 million, an increase of $158 million or 27% compared to the first six months of the prior year. Volume improvements, primarily in the Power Products Segment, as well as a strengthening Euro, drove this improvement.
Six-month sales for the Engine Segment were $592 million in fiscal 2004 versus $500 million in the prior year, an 18% improvement. The increase is primarily attributable to a 17% increase in unit sales volume, with 9% of this increase attributable to sales to the Power Products Segment. Factors contributing to the increase for non-intersegment engine volume were late summer retail demand for lawn and garden equipment caused by favorable weather conditions, as well as early builds by major OEMs in anticipation of the Spring 2004 retail season. Consistent with the second quarter, a favorable mix of engine sales was offset by a loss of die cast sales to third parties of $11 million. The six-month Engine Segment sales also benefited approximately $14 million from a strengthening Euro.
Power Products net sales for the first six months were $223 million compared to $115 million in the prior year. As discussed for the second quarter, the increase is driven by unit volume increases on generators and pressure washers. Generator sales benefited from the first quarter hurricane activity and the Eastern United States power grid failure, as well as continued promotional activities. Pressure washers benefited from increased promotional activities and our Spring 2003 introduction of a new product that has been very successful at retail.
17
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
GROSS PROFIT MARGIN
The consolidated gross profit margin increased to 22% from 19% in the preceding years second quarter. Engine Segment margins increased from 20% to 23%. The increase in Engine Segment margins is attributable to a Euro exchange rate that was approximately 17% more favorable than rates experienced in the prior year, a 15% increase in production volume providing better absorption, and manufacturing cost reductions of $5 million. A mix of product with lower margins and increases in employee benefit costs offset a portion of the improvement. While the increase in employee benefit costs is ongoing, we believe the unfavorable mix is attributable to timing and directly reflects the nature of the equipment OEMs have decided to build early. Power Products Segment margins for the second quarter increased from 10% to 12%. This improvement is driven entirely by a 249% increase in production volume. The volume benefit was offset by an increase in purchased component costs associated with parts purchased in Euros and increased transportation costs incurred in order to meet customer demand levels.
The consolidated gross profit margin for the six-month period increased to 20% from 18% in the preceding year. The Engine Segment margin increased from 18% to 21%. The increase is attributable to a strengthening Euro and an 11% increase in production levels allowing for better absorption. Increases in manufacturing costs, primarily employee benefits, and a mix favoring lower margined product, partially offset production volume gains. Power Products margins increased to 13% from 11%. Consistent with the second quarter, the key driver of the margin increase was a production volume increase of 176%, partially offset by increased purchased component costs.
ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Engineering, selling, general and administrative expenses were $52 million in the second quarter of fiscal 2004 versus $41 million in fiscal 2003. The $11 million, or 27% increase, is primarily attributable to a $4 million increase in variable selling and marketing costs, a $3 million increase in salaries and employee benefit costs, and a $2 million increase in professional services. BSPPG pays commissions and other fees that are variable with the volume of product sold. Engine selling costs have historically been more fixed, but increased promotional spending was planned for fiscal 2004 to increase brand awareness. The increase in salaries and employee benefits is attributable to increases in group insurance, lower pension income and increased incentive compensation. The increase in professional services is attributable to several consulting projects related to our distribution channels, emissions regulations, and preparation for additional Sarbanes Oxley certifications.
The category increased $19 million for the six-month comparative periods. Two million dollars of the increase is attributable to an estimate of bad debt expense associated with a prior fiscal year customer bankruptcy. The remainder of the increase is attributable to a $6 million increase in variable selling and marketing expenses, a $3 million increase in professional services, and a $4 million increase in salaries and fringe benefits.
INTEREST EXPENSE
Interest expense decreased $1 million in the second quarter and six-month comparisons. The decrease reflects reduced borrowings and the impact of a fixed to variable interest rate swap on $50 million of our 8.875% senior notes due March 15, 2011.
PROVISION FOR INCOME TAXES
The effective tax rate used in both the second quarter and six-month periods for the current year was 32%. This is managements estimate of what the rate will be for the entire 2004 fiscal year. Last years rate was 34% for the second quarter and six-month periods. The fiscal 2003 rate was 32% after a third quarter adjustment attributable to greater than anticipated tax credits on foreign sourced income.
18
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
LIQUIDITY AND CAPITAL RESOURCES
Cash used in operating activities for the six-month period of fiscal 2004 was $211 million, an increase of $9 million from fiscal 2003. This reflects an increase in net income of $20 million offset by increased working capital requirements. Increases in inventory and receivables, offset by an increase in accounts payable, drove the increased working capital levels. Inventory levels are up year over year primarily due to increased pressure washer inventory. The inventory levels reflect anticipated spring demand and earlier production of the product in order to level schedule the manufacturing facility. Receivables reflect the stronger December sales when compared to the prior year. The increase in accounts payable is a direct reflection of the increase in production levels year over year for both the Engine and Power Products Segments.
In the six-month period of fiscal 2004, we used $14 million in investing activities, compared to $10 million in fiscal 2003. Six million dollars was received in the current year as a refund of a portion of the cash paid for the BSPPG acquisition in fiscal 2001. The amount was to adjust the original purchase price for the actual value received in acquired receivables and inventory. This refund was offset by increased spending of $3 million on plant and equipment, attributable to higher planned spending on capital projects, a $3 million reduction in dividends received, and $3 million reduction in proceeds from the sale of equipment.
Net cash provided by financing activities was $16 million in fiscal 2004 and $17 million in fiscal 2003. $25 million received from the exercise of stock options offset a $26 million reduction in short-term borrowings in the current year. The stock option activity is a direct reflection of option stock prices, which encouraged the exercise of stock options. Historically we have had to use our revolver to finance certain working capital needs in the first six months of the year. This year we have financed the working capital needs with available cash.
FUTURE LIQUIDITY AND CAPITAL RESOURCES
Management expects cash outflows for capital expenditures to total approximately $60 million in fiscal 2004. These anticipated expenditures provide for continued investments in equipment and new products. These expenditures will be funded using available cash.
In October 2002, we began managing our debt portfolio using interest rate swaps to achieve a desired mix of fixed and floating rates. We currently have interest rate swaps relating to our 8.875% senior notes (approximately $270 million) due in 2011. The swaps convert $50 million of notional amounts from a fixed rate to a floating rate, (libor-set-in-arrears) and mature in 2011. The floating rate on the interest rate swap at December 28, 2003 was 5.4%.
It is currently Managements plan to call the $140 million of Convertible Senior Notes due in 2006. The notes are callable for the first time on May 15, 2004, with a 60-day notice, which we plan to provide on March 16, 2004. We will use available cash, if necessary, to redeem the notes. It is more likely that the holders of the notes will exercise their conversion rights and will be issued common stock currently held in treasury. While approximately 3 million shares related to the conversion are already included in our consolidated diluted earnings per share today, after the conversion, these shares would become part of the determination of basic earnings per share.
We continue to have authorization to buy up to 1.8 million shares of our stock in open market or private transactions under the June 2000 Board of Directors resolution. We did not purchase any shares in the first two quarters of fiscal 2004 and do not anticipate repurchasing any shares during the remaining periods of fiscal 2004.
Management believes that available cash, cash generated from operations, existing lines of credit and access to debt markets will be adequate to fund our capital requirements for the foreseeable future.
19
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
CRITICAL ACCOUNTING POLICIES
There have been no material changes in Briggs & Strattons critical accounting policies since the September 11, 2003 filing of its Annual Report on Form 10-K. As discussed in our annual report, the preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements.
The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the recovery of accounts receivable and inventory reserves, as well as those used in the determination of liabilities related to customer rebates, pension obligations, post-retirement benefits, warranty, product liability, group health insurance and taxation. Various assumptions and other factors underlie the determination of these significant estimates. The process of determining significant estimates is fact specific and takes into account factors such as historical experience, current and expected economic conditions, product mix, and in some instances actuarial techniques. Briggs & Stratton re-evaluates these significant factors as facts and circumstances change.
OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS
Briggs & Stratton has no off-balance sheet arrangements. There have been no material changes in the guarantees to third parties or contractual obligations of Briggs & Stratton since the September 11, 2003 filing of its Annual Report on Form 10-K.
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
This report contains certain forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. The words anticipate, believe, estimate, expect, forecast, intend, may, objective, plan, project, seek, think, will, and similar expressions are intended to identify forward-looking statements. The forward-looking statements are based on the Companys current views and assumptions and involve risks and uncertainties that include, among other things, the ability to successfully forecast demand for our products and appropriately adjust our manufacturing and inventory levels; changes in our operating expenses; changes in interest rates; the effects of weather on the purchasing patterns of consumers and original equipment manufacturers (OEMs); actions of engine manufacturers and OEMs with whom we compete; the seasonal nature of our business; changes in laws and regulations, including environmental, pension funding and accounting standards; work stoppages or other consequences of any deterioration in our employee relations; work stoppages by other unions that affect the ability of suppliers or customers to manufacture; acts of war or terrorism that may disrupt our business operations or those of our customers and suppliers; changes in customer and OEM demand; changes in prices of purchased raw materials and parts that we purchase; changes in domestic economic conditions, including housing starts and changes in consumer disposable income; changes in foreign economic conditions, including currency rate fluctuations; new facts that come to light in the future course of litigation proceedings which could affect our assessment of those matters; and other factors that may be disclosed from time to time in our SEC filings or otherwise. Some or all of the factors may be beyond our control. We caution you that any forward-looking statement reflects only our belief at the time the statement is made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made.
20
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
There have been no material changes as compared to the information reported in the Companys Annual Report on Form 10-K for its fiscal year ended June 29, 2003.
ITEM 4. | CONTROLS AND PROCEDURES |
DISCLOSURE CONTROLS AND PROCEDURES
The Companys management, with the participation of the Companys Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Companys disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report. Based on such evaluation, the Companys Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Companys disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.
INTERNAL CONTROL OVER FINANCIAL REPORTING
There have not been any changes in the Companys internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.
21
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
At the annual meeting of Shareholders on October 15, 2003, director nominees were elected to a three-year term expiring in 2006. For further information reference Item 4 of Form 10-Q for the quarterly period ended September 28, 2003.
ITEM 6. | EXHIBITS AND REPORTS ON FORM 8-K |
(a) | Exhibits. |
Exhibit Number |
Description | |
31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
32.1 | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** | |
32.2 | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** |
* | Filed herewith |
** | Furnished herewith |
(b) | Reports on Form 8-K. |
The Company filed no current reports on Form 8-K during the quarter.
On January 22, 2004, the Company furnished a report on Form 8-K, dated January 22, 2004, to furnish as an exhibit the press release reporting its fiscal 2004 second quarter financial results.
22
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
BRIGGS & STRATTON CORPORATION (Registrant) | ||||
Date: February 6, 2004 | /s/ JAMES E. BRENN | |||
James E. Brenn Senior Vice President and Chief Financial Officer and Duly Authorized Officer |
23
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
Exhibit Number |
Description | |
31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
32.1 | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** | |
32.2 | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** |
* | Filed herewith |
** | Furnished herewith |
24