UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

 

 

(Mark One)

 

 

ü ]

ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the fiscal year ended                         JULY 2, 2006                        

 

 

 

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)

 

 

A Wisconsin Corporation

 

 

 

39-0182330

 

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

12301 WEST WIRTH STREET

 

 

 

WAUWATOSA, WISCONSIN

 

 

 

53222

 

(Address of principal executive offices)

 

(Zip Code)

 

 

 

Registrant’s telephone number, including area code:      414-259-5333

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

Title of Each Class

 

 

 

Name of Each Exchange on Which Registered

 

Common Stock (par value $0.01 per share)

 

New York Stock Exchange

Common Share Purchase Rights

 

New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act:       NONE

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes    
ü      No        

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes          No    
ü   

 

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    ü      No        

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.      [         ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer     ü     Accelerated filer           Non-accelerated filer        

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).            Yes          No   ü  

 

The aggregate market value of Common Stock held by nonaffiliates of the registrant was approximately $1.93 billion based on the reported last sale price of such securities as of December 30, 2005, the last business day of the most recently completed second fiscal quarter.

 

Number of Shares of Common Stock Outstanding at August 21, 2006: 51,215,205.

 

 

DOCUMENTS INCORPORATED BY REFERENCE

 

 

 

 

Part of Form 10-K Into Which Portions

 

Document

 

 

 

of Document are Incorporated

 

Proxy Statement for Annual Meeting

 

 

on October 18, 2006

 

Part III

 

The Exhibit Index is located on page 60.

 


 

BRIGGS & STRATTON CORPORATION

FISCAL 2006 FORM 10-K

TABLE OF CONTENTS

 

PART I

 

 

 

Page

Item 1.

 

Business

 

1

Item 1A.

 

Risk Factors

 

4

Item 2.

 

Properties

 

6

Item 3.

 

Legal Proceedings

 

7

Item 4.

 

Submission of Matters to a Vote of Security Holders

 

7

 

 

Executive Officers of the Registrant

 

8

PART II

 

 

 

 

Item 5.

 

Market for the Registrant’s Common Equity, Related Stockholder Matters

 

 

 

 

and Issuer Purchases of Equity Securities

 

11

Item 6.

 

Selected Financial Data

 

12

Item 7.

 

Management’s Discussion and Analysis of Financial Condition and

 

 

 

 

Results of Operations

 

13

Item 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

 

20

Item 8.

 

Financial Statements and Supplementary Data

 

21

Item 9.

 

Changes in and Disagreements with Accountants on Accounting and

 

 

 

 

Financial Disclosure

 

55

Item 9A.

 

Controls and Procedures

 

55

Item 9B.

 

Other Information

 

55

PART III

 

 

 

 

Item 10.

 

Directors and Executive Officers of the Registrant

 

56

Item 11.

 

Executive Compensation

 

56

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management and

 

 

 

 

Related Stockholder Matters

 

56

Item 13.

 

Certain Relationships and Related Transactions

 

56

Item 14.

 

Principal Accountant Fees and Services

 

56

PART IV

 

 

 

 

Item 15.

 

Exhibits and Financial Statement Schedules

 

57

 

 

Signatures

 

59

 

Cautionary Statement on Forward-Looking Statements

 

Certain statements in Management’s Discussion and Analysis of Financial Condition and Results of Operations and other statements located elsewhere in this Annual Report may contain 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 Company’s 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, tax, 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 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; our customers’ ability to successfully obtain financing; the actions of customers of our OEM customers; actions by potential acquirers of certain OEMs; the ability to successfully realize the maximum market value of acquired assets; 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.

 


 

PART I

 

ITEM 1.     BUSINESS

 

Briggs & Stratton is the world’s largest producer of air cooled gasoline engines for outdoor power equipment. Briggs & Stratton designs, manufactures, markets and services these products for original equipment manufacturers (OEMs) worldwide. These engines are primarily aluminum alloy gasoline engines with displacements ranging from 31 cubic centimeters to 997 cubic centimeters.

 

Additionally, through its wholly owned subsidiary, Briggs & Stratton Power Products Group, LLC, Briggs & Stratton is a leading designer, manufacturer and marketer of generators (portable and home standby), pressure washers, snow throwers, lawn and garden powered equipment (riding and walk behind mowers, tillers, chipper/shredders, leaf blowers and vacuums) and related accessories.

 

Briggs & Stratton conducts its operations in two reportable segments: Engines and Power Products. Further information about Briggs & Stratton’s business segments is contained in Note 6 of the Notes to Consolidated Financial Statements.

 

The Company’s Internet address is www.briggsandstratton.com. The Company makes available free of charge (other than an investor’s own Internet access charges) through its Internet website the Company’s Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after it electronically files such material with, or furnishes such material to, the Securities and Exchange Commission. Charters of the Audit, Compensation, Nominating and Governance Committees; Corporate Governance Guidelines and code of business conduct and ethics contained in the Briggs & Stratton Business Integrity Manual are available on the Company’s website and are available in print to any shareholder upon request to the Corporate Secretary.

 

Engines

 

General

 

Briggs & Stratton’s engines are used primarily by the lawn and garden equipment industry, which accounted for 78% of fiscal 2006 engine sales to OEMs. Major lawn and garden equipment applications include walk-behind lawn mowers, riding lawn mowers and garden tillers. The remaining 22% of OEM sales in fiscal 2006 were for use on products for industrial, construction, agricultural and other consumer applications, that include generators, pumps, pressure washers and snow throwers. Many retailers specify Briggs & Stratton’s engines on the powered equipment they sell, and the Briggs & Stratton name is often featured prominently on a product despite the fact that the engine is only a component.

 

In fiscal 2006, approximately 27% of Briggs & Stratton’s Engines Segment net sales were derived from sales in international markets, primarily to customers in Europe. Briggs & Stratton serves its key international markets through its European regional office in Switzerland, its distribution center in the Netherlands and sales and service subsidiaries in Australia, Austria, Brazil, Canada, China, the Czech Republic, England, France, Germany, Italy, Japan, Mexico, New Zealand, Poland, Russia, South Africa, Spain, Sweden and United Arab Emirates. Briggs & Stratton is a leading supplier of gasoline engines in developed countries where there is an established lawn and garden equipment market. Briggs & Stratton also exports engines to developing nations where its engines are used in agricultural, marine, construction and other applications. More detailed information about our foreign operations is in Note 6 of the Notes to Consolidated Financial Statements.

 

Briggs & Stratton engines are sold primarily by its worldwide sales force through direct calls on customers. Briggs & Stratton’s marketing staff and engineers in the United States provide support and technical assistance to its sales force.

 

Briggs & Stratton also manufactures replacement engines and service parts and sells them to sales and service distributors. Briggs & Stratton owns its principal international distributors. In the United States the distributors are independently owned and operated. These distributors supply service parts and replacement engines directly to independently owned, authorized service dealers throughout the world. These distributors and service dealers implement Briggs & Stratton’s commitment to reliability and service.

 

1


 

Customers

 

Briggs & Stratton’s engine sales are made primarily to OEMs. Briggs & Stratton’s three largest external engine customers in fiscal year 2006 and fiscal year 2005 were Husqvarna Outdoor Products Group (HOP), MTD Products Inc. (MTD) and Global Garden Products. In fiscal 2004, Briggs & Stratton’s three largest engine customers were HOP, MTD and Murray Inc. Sales to HOP were more than 14% of consolidated net sales in fiscal 2006, 2005 and 2004, respectively. Sales to the top three customers combined were 42%, 44% and 51% of Engines Segment net sales in fiscal 2006, 2005 and 2004, respectively. Under purchasing plans available to all of its gasoline engine customers, Briggs & Stratton typically enters into annual engine supply arrangements.

 

Briggs & Stratton believes that in fiscal 2006 more than 80% of all lawn and garden powered equipment sold in the United States was sold through mass merchandisers such as Sears Holdings Corporation (Sears), The Home Depot, Inc. (The Home Depot), Wal-Mart Stores, Inc. (Wal-Mart) and Lowe’s Companies, Inc. (Lowe’s). Given the buying power of the mass merchandisers, Briggs & Stratton, through its customers, has continued to experience pricing pressure. Briggs & Stratton expects that this pricing trend will continue in the foreseeable future. Briggs & Stratton believes that a similar trend has developed for its products in industrial and consumer applications outside of the lawn and garden market.

 

Competition

 

Briggs & Stratton’s major domestic competitors in engine manufacturing are Honda Motor Co., Ltd. (Honda), Kawasaki Heavy Industries, Ltd. (Kawasaki), Kohler Co. (Kohler) and Tecumseh Products Company (Tecumseh). Several Japanese and Chinese small engine manufacturers, of which Honda and Kawasaki are the largest, compete directly with Briggs & Stratton in world markets in the sale of engines to other OEMs and indirectly through their sale of end products.

 

Briggs & Stratton believes it has a significant share of the worldwide market for engines that power outdoor equipment.

 

Briggs & Stratton believes the major areas of competition from all engine manufacturers include product quality, brand strength, price, timely delivery and service. Other factors affecting competition are short-term market share objectives, short-term profit objectives, exchange rate fluctuations, technology, product support and distribution strength. Briggs & Stratton believes its product value and service reputation have given it strong brand name recognition and enhance its competitive position.

 

Seasonality of Demand

 

Sales of engines to lawn and garden OEMs are highly seasonal because of consumer buying patterns. The majority of lawn and garden equipment is sold during the spring and summer months when most lawn care and gardening activities are performed. Sales of lawn and garden equipment are also influenced by weather conditions. Engine sales in Briggs & Stratton’s fiscal third quarter have historically been the highest, while sales in the first fiscal quarter have historically been the lowest.

 

In order to efficiently use its capital investments and meet seasonal demand for engines, Briggs & Stratton pursues a relatively balanced production schedule throughout the year. The schedule is adjusted to reflect changes in estimated demand, customer inventory levels and other matters outside the control of Briggs & Stratton. Accordingly, inventory levels generally increase during the first and second fiscal quarters in anticipation of customer demand. Inventory levels begin to decrease as sales increase in the third fiscal quarter. This seasonal pattern results in high inventories and low cash flow for Briggs & Stratton in the second and the beginning of the third fiscal quarters. The pattern results in higher cash flow in the latter portion of the third fiscal quarter and in the fourth fiscal quarter as inventories are liquidated and receivables are collected.

 

Manufacturing

 

Briggs & Stratton manufactures engines and parts at the following locations: Auburn, Alabama; Statesboro, Georgia; Murray, Kentucky; Poplar Bluff and Rolla, Missouri; Wauwatosa, Wisconsin; and Chongqing, China. Briggs & Stratton has a parts distribution center in Menomonee Falls, Wisconsin.

 

Briggs & Stratton manufactures a majority of the structural components used in its engines, including aluminum die castings, carburetors and ignition systems. Briggs & Stratton purchases certain parts such as piston rings, spark plugs, valves, ductile and grey iron castings, zinc die castings and plastic components, some stampings and screw machine parts and smaller quantities of other components. Raw material

 

2


 

purchases consist primarily of aluminum and steel. Briggs & Stratton believes its sources of supply are adequate.

 

Briggs & Stratton has joint ventures with Daihatsu Motor Company for the manufacture of engines in Japan and with Starting Industrial of Japan for the production of rewind starters in the United States.

 

Briggs & Stratton has a strategic relationship with Mitsubishi Heavy Industries (MHI) for the global distribution of air cooled gasoline engines manufactured by MHI in Japan under Briggs & Stratton’s Vanguard™ brand.

 

Power Products

 

General

 

Briggs & Stratton Power Products Group, LLC’s (BSPPG) four principal product lines include generators, pressure washers, snow throwers and lawn and garden powered equipment. BSPPG sells its products through multiple channels of retail distribution, including consumer home centers, warehouse clubs, mass merchants and independent dealers. BSPPG product lines are marketed under various brands including Briggs & Stratton, Craftsman®, Ferris, Giant Vac, Murray, Simplicity, Snapper and Troy-Bilt®.

 

BSPPG has a network of independent dealers worldwide for the sale and service of snow throwers and lawn and garden powered equipment.

 

To support its international business, BSPPG has leveraged the existing Briggs & Stratton worldwide distribution network.

 

Customers

 

BSPPG sells to consumer home centers and warehouse clubs, as well as mass merchants and independent dealers. Historically, BSPPG’s major customers have been Lowe’s, The Home Depot and Sears. Other U.S. retail customers include Tractor Supply Inc., True Value Company, W.W. Grainger and Wal-Mart.

 

Competition

 

The principal competitive factors in the power products industry include price, service, product performance, technical innovation and delivery. BSPPG has various competitors, depending on the type of equipment. Primary competitors include: Honda (generators, pressure washers and lawn and garden equipment), Coleman Powermate Corporation (generators), DeVilbiss Air Power Company, a Division of Black & Decker (pressure washers), Alfred Karcher GmbH & Co. (pressure washers), John Deere (commercial and consumer lawn mowers), MTD (lawn mowers), the Toro Company (commercial and consumer lawn mowers), and Scag Power Equipment, a Division of Metalcraft of Mayville, Inc. (commercial lawn mowers).

 

BSPPG believes it has a significant share of the North American market for generators and consumer pressure washers.

 

Seasonality of Demand

 

Sales of BSPPG’s products are subject to seasonal patterns. Due to seasonal and regional weather factors, sales of pressure washers and lawn and garden powered equipment are typically higher during the fiscal third and fourth quarters than at other times of the year. Sales of generators and snow throwers are typically higher during the first and second fiscal quarters.

 

Manufacturing

 

BSPPG’s manufacturing facilities are located in Jefferson, Watertown and Port Washington, Wisconsin; McDonough, Georgia; Munnsville, New York; and Qingpu, China. BSPPG also purchases certain powered equipment under contract manufacturing agreements.

 

BSPPG manufactures core components for its products, where such integration improves operating profitability by providing lower costs.

 

BSPPG purchases engines from its parent, Briggs & Stratton, as well as from Generac Power Systems, Inc., Honda, Kawasaki, Kohler and Tecumseh. BSPPG has not experienced any difficulty obtaining necessary engines or other purchased components.

 

BSPPG assembles products for the international markets at its U.S. and China locations and through contract manufacturing agreements with other OEMs.

 

3


 

Consolidated

 

General Information

 

Briggs & Stratton holds patents on features incorporated in its products; however, the success of Briggs & Stratton’s business is not considered to be primarily dependent upon patent protection. The Company owns several trademarks which it believes significantly affect a consumer’s choice of outdoor powered equipment and therefore create value. Licenses, franchises and concessions are not a material factor in Briggs & Stratton’s business.

 

For the fiscal years ended July 2, 2006, July 3, 2005 and June 27, 2004, Briggs & Stratton spent approximately $28.8 million, $33.5 million and $25.9 million, respectively, on research activities relating to the development of new products or the improvement of existing products.

 

The average number of persons employed by Briggs & Stratton during the fiscal year was 8,930. Employment ranged from a low of 8,701 in June 2006 to a high of 9,107 in September 2005.

 

Export Sales

 

Export sales for fiscal 2006, 2005 and 2004 were $527.0 million (21% of net sales), $477.4 million (18% of net sales) and $362.4 million (19% of net sales), respectively. These sales were principally to customers in European countries. Refer to Note 6 of the Notes to Consolidated Financial Statements for financial information about geographic areas. Also, refer to Item 7A of this Form 10-K and Note 13 of the Notes to Consolidated Financial Statements for information about Briggs & Stratton’s foreign exchange risk management.

 

ITEM 1A.     RISK FACTORS

 

In addition to the risks referred to elsewhere in this Annual Report on Form 10-K, the following risks, among others, sometimes may have affected, and in the future could affect, the Company and its subsidiaries’ business, financial condition or results of operations. Additional risks not discussed or not presently known to the Company or that the Company currently deems insignificant may also impact its business and stock price.

 

Demand for products fluctuates significantly due to seasonality. In addition, changes in the weather and consumer disposable income impact demand.

 

Sales of our products are subject to seasonal and consumer buying patterns. Consumer demand in our markets can be reduced by unfavorable weather, a reduction in disposable income, and other factors. We manufacture throughout the year although our sales are concentrated in the second half of our fiscal year. This operating method requires us to anticipate demand of our customers many months in advance. If we overestimate or underestimate demand during a given year, we may not be able to adjust our production quickly enough to avoid excess or insufficient inventories, and that may in turn limit our ability to maximize our potential sales.

 

We have only a limited ability to pass through cost increases in our raw materials to our customers during the year.

 

We generally enter into annual purchasing plans with our largest customers, so our ability to raise our prices during a particular year to reflect increased raw materials costs is limited.

 

A significant portion of our net sales comes from major customers and the loss of any of these customers would negatively impact our financial results.

 

In fiscal 2006, our three largest customers accounted for 33% of our net sales. The loss of a significant portion of the business of one or more of these key customers would significantly impact our net sales and profitability.

 

Changes in environmental or other laws could require extensive changes in our operations or to our products.

 

Our operations and products are subject to a variety of foreign, federal, state and local laws and regulations governing, among other things, emissions to air, discharges to water, noise, the generation, handling, storage, transportation, treatment and disposal of waste and other materials and health and safety matters. New engine emission regulations are being phased in between 2000 and 2008 by the federal government and the State of California. We do not expect these changes to have a material adverse effect on us, but we

 

4


 

cannot be certain that these or other proposed changes in applicable laws or regulations will not adversely affect our business or financial condition in the future.

 

Foreign economic conditions and currency rate fluctuations can reduce our sales.

 

In fiscal 2006, we derived approximately 21% of our net sales from international markets, primarily Europe. Weak economic conditions in Europe could reduce our sales and currency fluctuations could adversely affect our sales or profit levels in U.S. dollar terms.

 

Actions of our competitors could reduce our sales or profits.

 

Our markets are highly competitive and we have a number of significant competitors in each market. Competitors may reduce their costs, lower their prices or introduce innovative products that could hurt our sales or profits. In addition, our competitors may focus on reducing our market share to improve their results.

 

Disruptions caused by labor disputes or organized labor activities could harm our business.

 

A portion of our workforce is currently represented by labor unions. In addition, we may from time to time experience union organizing activities in our non-union facilities. Disputes with the current labor union or new union organizing activities could lead to work slowdowns or stoppages and make it difficult or impossible for us to meet scheduled delivery times for product shipments to our customers, which could result in loss of business. In addition, union activity could result in higher labor costs, which could harm our financial condition, results of operations and competitive position.

 

Failure to successfully integrate acquisitions could adversely impact our results.

 

The integration process of acquisitions could disrupt the activities of our business and require, among other things, coordination of administrative and other functions. If we fail to overcome these challenges or any other problems encountered in connection with acquisitions, our financial condition, results of operations and competitive position could suffer.

 

We have approximately $383.3 million of long-term debt, in addition to the seasonal borrowings we incur under our working capital facilities. This level of debt could adversely affect our operating flexibility and put us at a competitive disadvantage.

 

Our level of debt and the limitations imposed on us by the indentures for the notes and our other credit agreements could have important consequences, including the following:

 

                  we will have to use a portion of our cash flow from operations for debt service rather than for our operations;

                  we may not be able to obtain additional debt financing for future working capital, capital expenditures or other corporate purposes or may have to pay more for such financing;

                  some or all of the debt under our current or future revolving credit facilities will be at a variable interest rate, making us more vulnerable to increases in interest rates;

                  we could be less able to take advantage of significant business opportunities, such as acquisition opportunities, and to react to changes in market or industry conditions;

                  we will be more vulnerable to general adverse economic and industry conditions; and

                  we may be disadvantaged compared to competitors with less leverage.

 

The terms of the indentures for the senior notes do not fully prohibit us from incurring substantial additional debt in the future and our revolving credit facilities permit additional borrowings, subject to certain conditions. If new debt is added to our current debt levels, the related risks we now face could intensify.

 

We expect to obtain the money to pay our expenses and to pay the principal and interest on the outstanding 8.875% senior notes, the 7.725% senior notes, the variable rate term notes, the credit facilities and other debt primarily from our operations. Our ability to meet our expenses thus depends on our future performance, which will be affected by financial, business, economic and other factors. We will not be able to control many of these factors, such as economic conditions in the markets where we operate and pressure from competitors. We cannot be certain that the money we earn will be sufficient to allow us to pay principal and interest on our debt and meet our other obligations. If we do not have enough money, we may be required to refinance all or part of our existing debt, sell assets or borrow more money. We cannot guarantee that we will be able to do so on terms acceptable to us. In addition, the terms of existing or future debt

 

5


 

agreements, including the revolving credit facilities and our indentures, may restrict us from adopting any of these alternatives.

 

We are substantially restricted by the terms of the outstanding senior notes and our other debt, which could adversely affect us.

 

The indentures relating to the senior notes and our revolving credit agreements each include a number of significant financial and operating restrictions, which may prevent us from capitalizing on business opportunities and taking some corporate actions. These covenants could adversely affect us by limiting our ability to plan for or react to market conditions or to meet our capital needs. These covenants include, among other things, restrictions on our ability to:

 

                  pay dividends or make distributions in respect of our capital stock or to make certain other restricted payments;

                  incur indebtedness or issue preferred shares;

                  create liens;

                  make loans or investments;

                  enter into sale and leaseback transactions;

                  agree to payment restrictions affecting our restricted subsidiaries;

                  consolidate, merge, sell or lease all or substantially all of our assets;

                  enter into transactions with affiliates;

                  designate our subsidiaries as unrestricted subsidiaries; and

                  dispose of assets or the proceeds of sales of our assets.

 

In addition, our revolving credit facility contains financial covenants that, among other things, require us to maintain a minimum interest coverage ratio and impose a maximum leverage ratio.

 

Our failure to comply with restrictive covenants under the indentures governing the senior notes and our revolving credit facilities could trigger prepayment obligations.

 

Our failure to comply with the restrictive covenants described above could result in an event of default, which, if not cured or waived, could result in us being required to repay these borrowings before their due date. If we are forced to refinance these borrowings on less favorable terms, our results of operations and financial condition could be adversely affected by increased costs and rates.

 

ITEM 2.     PROPERTIES

 

The corporate offices and one of Briggs & Stratton’s engine manufacturing facilities are located in Wauwatosa, Wisconsin. Briggs & Stratton also has engine manufacturing facilities in Auburn, Alabama; Statesboro, Georgia; Murray, Kentucky; Poplar Bluff and Rolla, Missouri and Chongqing, China. These are owned facilities containing approximately 3.3 million square feet of office and production area. Briggs & Stratton also leases warehouse space in the localities of its engine manufacturing facilities, except China, totaling approximately 1.0 million square feet.

 

BSPPG maintains office space and manufacturing facilities in Jefferson, Watertown and Port Washington, Wisconsin; McDonough, Georgia; Munnsville, New York and Qingpu, China. Of these, the domestic facilities are owned and contain approximately 1.5 million square feet. BSPPG also leases warehouse space in Jefferson, Watertown and Fort Atkinson, Wisconsin; McDonough, Georgia; Grand Prairie, Texas; Greenville, Ohio; Reno, Nevada; Lawrenceburg, Tennessee and Hamilton, New York totaling approximately 1.7 million square feet. Additionally, the Qingpu, China facility is leased and contains approximately 393,000 square feet.

 

Briggs & Stratton leases approximately 297,000 square feet of space to house its foreign sales and service operations.

 

As Briggs & Stratton’s business is seasonal, additional warehouse space may be leased when inventory levels are at their peak. Briggs & Stratton’s owned properties are well maintained. Briggs & Stratton believes that its owned and leased facilities are adequate to perform its operations in a reasonable manner.

 

6


 

ITEM 3.     LEGAL PROCEEDINGS

 

Briggs & Stratton is subject to various unresolved legal actions that arise in the normal course of its business. These actions typically relate to product liability (including asbestos-related liability), patent and trademark matters, and disputes with customers, suppliers, distributors and dealers, competitors and employees.

 

On January 14, 2005, the Company filed a lawsuit against Kohler Co. (Briggs & Stratton Corporation v. Kohler Co., No 05-C-0025-C (U.S. District Court, Western District of Wisconsin)) alleging Kohler’s single-cylinder Courage engine infringes two of the Company’s U.S. patents. Kohler filed counterclaims against the Company on April 15, 2005 alleging that the Company’s pricing and contracting practices violate federal antitrust laws and related state laws. In July 2006, the parties entered into a confidential settlement agreement pursuant to which the lawsuit has been dismissed.

 

On June 3, 2004, eight individuals who claim to have purchased lawnmowers in Illinois and Minnesota filed a lawsuit (Ronnie Phillips et al. v. Sears Roebuck Corporation et al., No. 04-L-334 (20th Judicial Circuit, St. Clair County, IL)) against the Company and other defendants alleging that the horsepower labels on the products they purchased were inaccurate. The plaintiffs have amended their complaint several times and currently seek an injunction, compensatory and punitive damages, and attorneys’ fees under various federal and state laws including the Racketeer Influenced and Corrupt Organization Act on behalf of all persons in the United States who, beginning January 1, 1994 through the present, purchased a lawnmower containing a two-stroke or four-stroke gasoline combustion engine up to 30 horsepower that was manufactured by the defendants. On May 31, 2006, the defendants removed the case to the U.S. District Court for the Southern District of Illinois (No. 06-412-DRH). Defendant MTD has announced a settlement with the plaintiffs and in August 2006 filed a motion seeking preliminary approval of its settlement by the court. The defendants have filed crossclaims against each other for indemnification and contribution, and filed a motion to dismiss the amended complaint.

 

Although it is not possible to predict with certainty the outcome of these unresolved legal actions or the range of possible loss, Briggs & Stratton believes these unresolved legal actions will not have a material effect on its financial position. Briggs & Stratton currently does not have enough information to estimate the impact that certain matters may have on its future results of operations.

 

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

No matters were submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the three months ended July 2, 2006.

 

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Executive Officers of the Registrant

 

 

Name, Age, Position

 

 

 

Business Experience for Past Five Years

 

 

 

 

JOHN S. SHIELY, 54
Chairman, President and Chief Executive Officer
(1)(2)(3)

 

Mr. Shiely was elected to his current position effective January 2003, after serving as President and Chief Executive Officer since July 2001 and President and Chief Operating Officer since August 1994.

 

 

 

TODD J. TESKE, 41
Executive Vice President and Chief
Operating Officer

 

Mr. Teske was elected to his current position effective September 2005 after serving as Senior Vice President and President – Briggs & Stratton Power Products Group, LLC since September 2003. He previously served as Vice President and President – Briggs & Stratton Power Products Group, LLC since February 2003. He also served as Vice President – Corporate Development from March 2001 after serving as Controller since October 1998.

 

 

 

JAMES E. BRENN, 58
Senior Vice President and Chief Financial Officer

 

Mr. Brenn was elected to his current position in October 1998, after serving as Vice President and Controller since November 1988. He also served as Treasurer from November 1999 until January 2000.

 

 

 

DAVID G. DEBAETS, 43
Vice President and
General Manager – Large Engine Division

 

Mr. DeBaets was elected to his current position effective September 2003. He has served as Vice President and General Manager – Large Engine Division since April 2000. He also served as Vice President and General Manager – Die Cast Components from May 1996 to April 2000.

 

 

 

RICKY T. DILLON, 35
Controller
(4)

 

Mr. Dillon was appointed Vice President – Controller in March 2006. He was elected as an executive officer effective September 1, 2004 and has served as Controller since March 2002. He was previously employed by Arthur Andersen LLP for 9 years.

 

 

 

MARK R. HAZELTINE, 63
Vice President and
Sales Manager – Consumer Products

 

Mr. Hazeltine was elected to his current position in May 2002, after serving as Vice President and Sales Manager – Consumer Lawn & Garden since July 1999. He also served as Sales Manager from February 1995 to June 1999.

 

 

 

ROBERT F. HEATH, 58
Secretary

 

Mr. Heath was elected to his current position in January 2002. He served as Assistant Secretary from January 2001 to December 2001. In addition, Mr. Heath is Vice President and General Counsel and has served in these positions since January 2001. He also served as General Counsel since December 1997.

 

8


 

PAUL M. NEYLON, 59
Senior Vice President – Operations

 

Mr. Neylon retired as Senior Vice President – Operations effective on September 1, 2006. Mr. Neylon was elected to his current position effective May 2006, after serving as Senior Vice President and President – Engine Power Products Group since September 2005. He previously served as Senior Vice President – Engine Products Group from October 2001 to September 2005 and as Senior Vice President – Production from August 2000 to October 2001 and as Vice President – Production from May 1999 to July 2000. He also served as Vice President – Operations Support since January 1999 and prior to that held the position of Vice President and General Manager – Spectrum Division.

 

 

 

 

 

 

HAROLD L. REDMAN, 42
Vice President and President –
Home Power Products Group

 

Mr. Redman was elected to his current position effective September 2006. He has served as Vice President and President – Home Power Products since May 2006. He also served as Senior Vice President – Sales & Marketing – Simplicity Manufacturing, Inc. since July 1995.

 

 

 

WILLIAM H. REITMAN, 50
Senior Vice President – Sales & Marketing

 

Mr. Reitman was elected to his current position effective May 2006, after serving as Vice President – Sales & Marketing since October 2004. He also served as Vice President – Marketing since November 1995.

 

 

 

THOMAS R. SAVAGE, 58
Senior Vice President – Administration

 

Mr. Savage was elected to his current position effective July 1997, after serving as Vice President – Administration and General Counsel since November 1994. He also served as Secretary from November 1999 to June 2000.

 

 

 

MICHAEL D. SCHOEN, 46
Senior Vice President and President –
International Power Products Group

 

Mr. Schoen was elected to his current position effective September 2005 after serving as Vice President – International Group since July 2001. He was elected an executive officer in August 2000, after serving as Vice President – Operations Support since July 1999. He previously held the position of Vice President – International Operations since July 1996.

 

 

 

VINCENT R. SHIELY, 46
Senior Vice President and President –
Yard Power Products Group (3)

 

Mr. Shiely was elected to his current position effective May 2006, after serving as Vice President and President – Home Power Products Group since September 2005. He also served as Vice President and General Manager – Home Power Products Division October 2004 to September 2005. He previously served as Vice President and General Manager – Engine Products Group since September 2002. He has also served as Vice President and General Manager – Business Units since December 2001, and as Vice President and General Manager – Electrical Products Division since October 1998.

 

 

 

GEORGE R. THOMPSON, 58
Vice President – Corporate Communications
& Community Relations

 

Mr. Thompson was elected an executive officer effective February 2006. He has served as Vice President – Corporate Communications & Community Relations since May 1995.

 

 

 

CARITA R. TWINEM, 51
Treasurer

 

Ms. Twinem was elected to her current position in February 2000. In addition, Ms. Twinem is Tax Director and has served in this position since July 1994.

 

9


 

JOSEPH C. WRIGHT, 47
Senior Vice President and President –
Engine Power Products Group

 

Mr. Wright was elected to his current position in May 2006 after serving as Vice President and President – Yard Power Products Group since September 2005. He also served as Vice President and General Manager – Lawn and Garden Division from September 2004 to September 2005. He was elected an executive officer effective September 2002. He previously served as Vice President and General Manager – Small Engine Division since July 1997.

 

(1)     Officer is also a Director of Briggs & Stratton. (2) Member of Executive Committee.

(3)     John S. Shiely and Vincent R. Shiely are brothers.

(4)     On August 31, 2006, the Company filed a Form 8-K, announcing Mr. Dillon's resignation from this position and announcing that it would search for a qualified candidate to fill this position.

 

Officers are elected annually and serve until they resign, die, are removed, or a different person is appointed to the office.

 

10


 

PART II

 

ITEM 5.                           MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Briggs & Stratton common stock and its common share purchase rights are traded on the NYSE under the symbol “BGG”. Information required by this Item is incorporated by reference from the “Quarterly Financial Data, Dividend and Market Information” (unaudited) on page 54.

 

Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

 

During the fourth quarter of fiscal 2006, Briggs & Stratton purchased equity securities registered by the Company pursuant to Section 12 of the Exchange Act, as follows:

 

 

 

 

 

 

 

Total Number of

 

Maximum Number

 

 

 

 

 

 

 

Shares Purchased

 

of Shares That

 

 

 

Total Number

 

Average

 

As Part of Publicly

 

May Yet Be

 

 

 

of Shares

 

Price Paid

 

Announced Plans

 

Purchased Under

 

 

Period

 

 

 

Purchased (1)

 

 

 

Per Share (2)

 

 

(3) (5)

 

 

The Plan (4)

 

 

April 3, 2006 - April 30, 2006

 

 91,200

 

$

33.39

 

 

 91,200

 

992,400

 

May 1, 2006 - May 28, 2006

 

155,300

 

$

34.23

 

 

155,300

 

837,100

 

May 29, 2006 - July 2, 2006

 

-

 

$

-

 

 

-

 

837,100

 

 

(1)        All share repurchases were effected in accordance with the safe harbor provisions of Rule 10b-18 of the Securities Exchange Act.

 

(2)        Briggs & Stratton repurchased shares in open market transactions.

 

(3)        On February 2, 2006, Briggs & Stratton announced its intent to repurchase up to one million shares of its common stock through open market transactions. The share repurchase was completed as of May 3, 2006.

 

(4)        In June 2000, the Board of Directors authorized the repurchase of 2,000,000 shares of Briggs & Stratton common stock in open market or private transactions.

 

(5)        On August 10, 2006, Briggs & Stratton announced that it intends to initiate repurchases of up to $120 million of its common stock through open market transactions over the next 18 months. The timing and amount of purchases will be dependent upon the market price of the stock and certain governing loan covenants. As of August 31, 2006, approximately $21 million of common stock has been repurchased under this plan.

 

11


 

ITEM 6.     SELECTED FINANCIAL DATA

 

Fiscal Year

2006

 

2005

 

2004

 

2003

 

2002

 

(dollars in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUMMARY OF OPERATIONS (1) (2)

 

 

 

 

 

 

 

 

 

 

NET SALES

$

2,542,171

 

$

2,654,875

 

$

1,947,364

 

$

1,657,633

 

$

1,529,300

 

GROSS PROFIT ON SALES

491,684

 

504,891

 

439,872

 

328,079

 

269,964

 

PROVISION FOR INCOME TAXES

50,020

 

57,548

 

68,890

 

37,940

 

27,390

 

INCOME BEFORE EXTRAORDINARY GAIN

102,346

 

116,767

 

136,114

 

80,638

 

53,120

 

INCOME BEFORE EXTRAORDINARY GAIN PER SHARE OF COMMON STOCK:

 

 

 

 

 

 

 

 

 

 

Basic Earnings

1.99

 

2.27

 

3.01

 

1.86

 

1.23

 

Diluted Earnings

1.98

 

2.25

 

2.77

 

1.74

 

1.18

 

PER SHARE OF COMMON STOCK:

 

 

 

 

 

 

 

 

 

 

Cash Dividends

.88

 

.68

 

.66

 

.64

 

.63

 

Shareholders’ Investment

$

19.33

 

$

17.22

 

$

16.03

 

$

11.83

 

$

10.39

 

WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING (in 000’s)

51,479

 

51,472

 

45,286

 

43,279

 

43,230

 

DILUTED NUMBER OF SHARES OF COMMON STOCK OUTSTANDING (in 000’s)

51,594

 

51,954

 

50,680

 

48,959

 

48,904

 

 

 

 

 

 

 

 

 

 

 

 

OTHER DATA (1) (2)

 

 

 

 

 

 

 

 

 

 

SHAREHOLDERS’ INVESTMENT

$

987,206

 

$

889,186

 

$

817,595

 

$

514,987

 

$

449,646

 

LONG-TERM DEBT

383,324

 

486,321

 

360,562

 

503,397

 

499,022

 

CAPITAL LEASES

1,385

 

1,988

 

-

 

 

-

 

 

-

 

 

TOTAL ASSETS

1,944,200

 

1,998,968

 

1,637,153

 

1,475,193

 

1,356,601

 

PLANT AND EQUIPMENT

1,008,164

 

1,005,644

 

867,987

 

876,664

 

879,635

 

PLANT AND EQUIPMENT, NET OF RESERVES

430,288

 

447,255

 

356,542

 

370,784

 

395,215

 

PROVISION FOR DEPRECIATION

72,734

 

66,348

 

59,816

 

58,325

 

61,091

 

EXPENDITURES FOR PLANT AND EQUIPMENT

69,518

 

86,075

 

52,962

 

40,154

 

43,928

 

WORKING CAPITAL

$

688,506

 

$

766,537

 

$

681,432

 

$

505,752

 

$

411,241

 

Current Ratio

3.0 to 1

 

3.2 to 1

 

3.3 to 1

 

2.7 to 1

 

2.6 to 1

 

NUMBER OF EMPLOYEES AT YEAR-END

8,701

 

9,073

 

7,732

 

7,249

 

6,971

 

NUMBER OF SHAREHOLDERS AT YEAR-END

3,874

 

4,058

 

4,230

 

4,503

 

4,686

 

QUOTED MARKET PRICE:

 

 

 

 

 

 

 

 

 

 

High

$

40.38

 

$

44.50

 

$

44.22

 

$

25.75

 

$

24.20

 

Low

$

30.01

 

$

30.83

 

$

24.68

 

$

15.38

 

$

14.83

 

 

(1)          The amounts include the acquisitions of Simplicity Manufacturing, Inc. since July 7, 2004 and certain assets of Murray, Inc. and Murray Canada Co. since February 11, 2005. Refer to the Notes to Consolidated Financial Statements.

 

(2)          Share data adjusted for effect of 2-for-1 stock split effective October 29, 2004.

 

12


 

ITEM 7.                             MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Results of Operations

 

FISCAL 2006 COMPARED TO FISCAL 2005

 

Net Sales

Fiscal 2006 consolidated net sales were approximately $2.5 billion, a decrease of $113 million compared to the previous year. The decrease is driven primarily by lower sales volumes in both segments.

 

Engines Segment net sales were $1.6 billion versus $1.7 billion in the prior year, a decrease of $91 million or 5%. The decrease is primarily the result of a 7% decrease in engine unit shipments between years. The shipment decline is attributable to softer retail demand for lawn and garden equipment and efforts by retailers and OEMs to control inventory levels in the wake of reduced demand. This unit shipment decline was partially offset by $30 million from a price increase implemented in the beginning of the fiscal year, as well as a favorable mix of engine unit shipments.

 

Power Products net sales were $1.2 billion in both fiscal 2006 and 2005. Lower volumes in fiscal 2006 of $105 million for pressure washer and lawn and garden equipment sales were almost fully offset by $75 million of increased volume and pricing on generators as well as $23 million from a favorable mix of lawn and garden product. Management believes the decline in volume of lawn and garden and pressure washer sales is attributable to lower consumer discretionary spending, which resulted in lower demand at retailers.

 

Gross Profit

Consolidated gross profit decreased $13 million in fiscal 2006. The decrease is primarily the result of the volume decreases noted above offset by pricing improvements in both segments.

 

Engines Segment margins increased from 21% in fiscal 2005 to 23% in fiscal 2006. The increase in margin is attributable to the price increase discussed above as well as $13 million in gains on the sale of operating assets. In addition, ongoing cost reduction programs contributed $8 million to the margin. These positive margin enhancers were enough to overcome the impact of a 4% production volume decline, a mix of product that favored lower margin units and other manufacturing cost increases.

 

The Power Products Segment margin decreased to 10% in fiscal 2006 from 11% in fiscal 2005. The decline is primarily attributable to $19 million in losses associated with the wind down of operations at the Murray, Inc. operating facility and the write-off of excess inventory related to Murray product. Partially offsetting these losses was $16 million in pricing improvements, primarily on generators.

 

Engineering, Selling, General and Administrative Costs

Engineering, selling, general and administrative costs increased $2 million between years. Excluding the impact of the $39 million write-off of the Murray, Inc. trade receivable that occurred in fiscal 2005 the category increased $41 million between years.

 

Increases in this category in fiscal 2006 as compared to fiscal 2005 included: $9 million from the expensing of stock based compensation in fiscal 2006, $12 million in increased legal fees associated with litigation, $9 million associated with increased information technology spending, and $2 million from increased engineering costs associated with new product development in the Power Products Segment. Planned increases of $9.0 million in selling and advertising costs also contributed to the year over year increase in this category.

 

Interest Expense

Interest expense increased $5 million in fiscal 2006 compared to fiscal 2005. The increase is attributable to higher borrowings between years associated with the term notes used for the Murray, Inc. asset acquisition in February 2005.

 

Other Income

Other income decreased $2 million in fiscal 2006 as compared to fiscal 2005. The decrease is attributed primarily to higher deferred financing expenses. Deferred financing expense increased as a result of the acceleration of debt repayments and the write-off of associated deferred financing costs.

 

Provision for Income Taxes

The effective tax rate was approximately 33% in both fiscal 2006 and fiscal 2005.

 

13


 

FISCAL 2005 COMPARED TO FISCAL 2004

 

Net Sales

Fiscal 2005 consolidated net sales were approximately $2.7 billion, an increase of $708 million, or 36% compared to the previous year. The increase is attributable almost entirely to growth within the Power Products Segment.

 

Engines Segment net sales were $1.7 billion versus $1.6 billion in the prior year, an improvement of $122 million or 8%. The improvement was the result of a 10% engine unit shipment increase, which contributed $148 million; and $35 million from pricing and a favorable Euro exchange rate. The increase in engine unit shipments was driven by market share gains as well as $119 million in increased shipments to our Power Products Segment, that were eliminated in consolidation. These favorable items were offset by: a mix of product that favored lower priced units and $22 million of lower service and component sales.

 

Power Products net sales were $1.2 billion versus $489 million in the prior year, a $704 million increase. The acquisition of Simplicity and Murray contributed $389 and $214 million respectively to the Segment’s growth. In addition, increased generator demand sparked by unprecedented hurricane activity early in the year, as well as Florida legislation that provided for a tax holiday on purchases of hurricane related supplies late in the fiscal year, resulted in increased segment sales of $102 million.

 

Gross Profit

Consolidated gross profit increased $65 million between years. The acquisition of Simplicity added $69 million. The sales of Murray branded products and components added $2 million. These increases along with other volume and price improvements in both segments were offset by significant cost increases, which led to margin percentage decreases in both segments.

 

Engines Segment margins decreased from 24% in fiscal 2004 to 21% in fiscal 2005. Pricing improvements, including the impact of the Euro, added $35 million to the Engines Segment margin. Manufacturing cost reduction programs contributed an additional $12 million. These positive margin enhancers were not enough to overcome a $59 million increase in manufacturing costs, primarily overhead, raw materials and component costs, and a $19 million decrease from a mix of lower margined product. Consistent with the prior year, the cost increases reflect initiatives by many vendors to pass along higher costs due to price pressures on scrap aluminum and steel.

 

The Power Products Segment margin decreased to 11% in fiscal 2005 from 12% in fiscal 2004. The acquisition of Simplicity contributed 9% gross margin in fiscal 2005 after the application of purchase accounting on acquired inventory. Murray sales were essentially at a zero margin after the application of purchase accounting, which reduced the overall segment margin by 3%. The margins on generators and pressure washers declined between years as the $10 million impact of pricing improvements was offset by component and freight costs on expedited shipments to meet generator demand early in the year. In addition, Euro purchases reduced the gross margin of the Power Products Segment by $4 million. Under the Company’s foreign currency management program, this negative impact on margins was offset by the positive impact of the Euro discussed for the Engines Segment.

 

Engineering, Selling, General and Administrative Costs

Engineering, selling, general and administrative costs increased $108 million or 53% compared to fiscal 2004. The write-off of a trade receivable from Murray, Inc. accounts for $39 million of the increase. The acquisition of Simplicity added another $56 million to the category. The remaining increase is attributable to planned increases in advertising expenses, increased salaries and fringe benefits, and increased international variable selling costs, including $1 million from the impact of a stronger Euro.

 

Interest Expense

Interest expense decreased approximately $1 million in fiscal 2005 compared to fiscal 2004. The decrease is attributable to lower borrowings between years.

 

Other Income

Other income increased $12 million between fiscal years 2005 and 2004. The increase is due to the receipt of $12 million in cash dividends from an equity investment in preferred stock of Metal Technologies, Inc., the entity that acquired two ductile foundries from the Company in August of 1999. Refer to Note 9 of the Notes to Consolidated Financial Statements for the details of the components of other income.

 

14


 

Provision for Income Taxes

The effective tax rate decreased from 34% in fiscal 2004 to 33% in fiscal 2005. The decrease is primarily attributable to a tax benefit on dividend income in the current year.

 

Extraordinary Gain

The extraordinary gain represents the difference between the estimated fair value of the selected assets acquired from Murray and the cash paid, after all tax considerations. See Note 3 of the Notes to Consolidated Financial Statements for additional information on this acquisition.

 

Liquidity and Capital Resources

 

FISCAL YEARS 2006, 2005 AND 2004

 

Cash flows from operating activities were $155 million, $149 million and $50 million in fiscal 2006, 2005 and 2004 respectively.

 

The fiscal 2006 cash flows from operating activities were $6 million higher than the prior year. The primary reason for the increase is lower working capital requirements in the current year. Lower fourth quarter sales in fiscal 2006 resulted in higher inventory levels offset by lower receivables and accrued liabilities including rebates, incentive compensation and income taxes. The reduction in net income between years was more than offset by a series of increased non-cash items in the current year including non-cash pension charges, stock compensation expense, gains on fixed asset sales, the deferred tax credit, and the elimination of the extraordinary gain in the current year.

 

The fiscal 2005 cash flows from operations were $98 million higher than the prior year. Fiscal 2005 did not experience the significant increase in inventories experienced in 2004, resulting in a $141 million improvement in cash flows in fiscal 2005. During fiscal 2004, inventories for engines and power products were increased to what management believes are a more normal level. Accordingly, no such incremental inventory build-up was required in fiscal 2005. Offsetting the favorable impact of inventory levels on cash flows was a $27 million reduction in accounts payable and accrued liabilities between years. The decrease is primarily attributable to a $19 million reduction in incentive compensation accruals between years and $5 million in lower rebate accruals.

 

The fiscal 2004 cash flows from operating activities were $123 million lower than the prior year. Fiscal 2004 experienced a significant increase in inventory levels, which reduced cash flows from operating activities by $129 million in fiscal 2004 and $117 million between years. Engine inventories increased $76 million between years. This increase is attributable to strong production levels through the end of the fiscal year driven by a strong selling season at retail. In addition, we believed that the increased inventory was needed to meet our forecast for fiscal 2005. Our Power Products Segment also experienced an increase in inventory levels of $53 million between years. This increase in inventory reflects strong production levels throughout the year in order to replenish depleted inventories after the demand creating events for generators in fiscal 2004. Pressure washer inventory levels reflected increasing demand for the product due to significant market growth in the category. Inventory on hand will always reflect demand and our ability to respond to market changes at our production facilities in a timely manner.

 

Also contributing to the lower cash flows from operating activities in fiscal 2004 were increased receivables growth between years of $23 million, which reflects our sales growth at both Segments and timing of payments, lower payable increases between years of $40 million and lower deferred tax provisions between years of $11 million. Offsetting these reductions in cash flows in fiscal 2004 were increased earnings of $55 million, a reduction in prepaid expenses between years of $7 million and lower pension income of $7 million.

 

Cash used in investing activities was $55 million, $437 million and $47 million in fiscal 2006, 2005 and 2004, respectively. These cash flows include capital expenditures of $70 million, $86 million and $53 million in fiscal 2006, 2005 and 2004, respectively. The capital expenditures relate primarily to reinvestment in equipment, capacity additions and new products.

 

In fiscal 2006, Briggs & Stratton received $12 million in cash from the sale of certain operating assets. In addition, Briggs & Stratton received $6 million as a refund of a portion of the cash paid for certain assets of Murray, Inc. in fiscal 2005.

 

In fiscal 2005, cash used in investing activities also includes $232 million in cash paid for the Simplicity acquisition and $123 million for the acquisition of certain Murray assets.

 

15


 

In fiscal 2004, Briggs & Stratton received $6 million 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.

 

Briggs & Stratton used cash of $169 million through financing activities in fiscal 2006. Briggs & Stratton provided cash from financing activities of $106 million, and $13 million in fiscal 2005 and fiscal 2004, respectively.

 

In fiscal 2006 the company paid off $104 million of its long term debt, including $90 million of its term notes due in fiscal 2008. In addition, Briggs & Stratton re-purchased $35 million of its common shares in fiscal 2006.

 

Early in fiscal 2005 the Company used its available cash to finance the acquisition of Simplicity. To finance the acquisition of the Murray assets the Company issued $125 million in term notes in fiscal 2005. The Company incurred $1 million in fees in fiscal 2005 negotiating the term notes and an amendment to its revolving credit facility. During fiscal 2004, Briggs & Stratton did not use its revolver to finance working capital needs.

 

During fiscal 2006, the Company received $12 million from the exercise of stock options compared to $20 million in fiscal 2005 and $45 million in fiscal 2004. The stock and option activity is a direct reflection of the market value of the Company’s stock and option strike prices that encourage the exercise of the options.

 

Future Liquidity and Capital Resources

Briggs & Stratton has a $350 million revolving credit facility that expires in May 2009. This credit facility will be used to fund seasonal working capital requirements and other financing needs. This facility and Briggs & Stratton’s other indebtedness contain certain restrictive covenants described in Note 8 of the Notes to Consolidated Financial Statements.

 

On August 10, 2006, Briggs & Stratton announced its intent to initiate repurchases of up to $120 million of its common stock through open market transactions during fiscal 2007 and fiscal 2008. The timing and amount of actual purchases will depend upon the market price of the stock and certain governing loan covenants. As of August 31, 2006, approximately $21 million of common stock has been repurchased under this plan.

 

Briggs & Stratton expects capital expenditures to be $80 million in fiscal 2007. These anticipated expenditures reflect our plans to continue to reinvest in equipment, new products, and capacity enhancements.

 

Management believes that available cash, the credit facility, cash generated from future operations, existing lines of credit and access to debt markets will be adequate to fund Briggs & Stratton’s capital requirements for the foreseeable future.

 

Financial Strategy

 

Management believes that the value of Briggs & Stratton is enhanced if the capital invested in operations yields a cash return that is greater than the cost of capital. Consequently, management’s first priority is to reinvest capital into physical assets and products that maintain or grow the global cost leadership and market positions that Briggs & Stratton has achieved, and drive the economic value of the Company. Management’s next financial objective is to identify strategic acquisitions or alliances that enhance revenues and provide a superior economic return. Several successful joint ventures and the acquisition of Generac Portable Products, Inc. and Simplicity are examples of our successful execution of this strategy. Finally, management believes that when capital cannot be invested for returns greater than the cost of capital, we should return capital to the capital providers through dividends and/or stock buy-backs.

 

Off-Balance Sheet Arrangements

 

Briggs & Stratton has no off-balance sheet arrangements or significant guarantees to third parties not fully recorded in our Balance Sheets or fully disclosed in our Notes to Consolidated Financial Statements. Briggs & Stratton’s significant contractual obligations include our debt agreements and certain employee benefit plans.

 

Briggs & Stratton is subject to financial and operating restrictions in addition to certain financial covenants under its domestic debt agreements. As is fully disclosed in Note 8 of the Notes to Consolidated Financial Statements, these restrictions could limit our ability to: pay dividends; incur further indebtedness; create liens; enter into sale and/or leaseback transactions; consolidate, sell or lease all or substantially all of our assets; and dispose of assets or the proceeds of our assets. We believe we will remain in compliance with these covenants in fiscal 2007. Briggs & Stratton has obligations concerning certain employee benefits including its pension plans, post retirement benefit obligations and deferred compensation arrangements. All of these obligations are recorded on our Balance Sheets and disclosed more fully in the Notes to Consolidated Financial Statements.

 

16


 

Contractual Obligations

 

A summary of the Company’s expected payments for significant contractual obligations as of July 2, 2006 is as follows (in thousands):

 

 

 

 

Total

 

 

 

2007

 

 

2008-2009

 

2010-2011

 

Thereafter

 

Long-Term Debt

 

$

386,175

 

$

-

 

$

116,175

 

$

270,000

 

$

-

 

Interest on Long-Term Debt

 

123,931

 

32,166

 

50,829

 

40,936

 

-

 

Capital Leases

 

1,540

 

686

 

854

 

-

 

-

 

Operating Leases

 

49,474

 

13,716

 

18,677

 

11,095

 

5,986

 

Consulting Agreement

 

582

 

429

 

153

 

-

 

-

 

 

 

$

 561,702

 

$

46,997

 

$

 186,688

 

$

 322,031

 

$

5,986

 

 

As of July 2, 2006, the Company had no material purchase obligations other than those created in the ordinary course of business related to inventory and property, plant and equipment which generally have terms of less than 90 days.

 

Other Matters

 

Labor Agreement

Briggs & Stratton has collective bargaining agreements with its unions. These agreements expire at various times ranging from 2006-2008.

 

Emissions

The U.S. Environmental Protection Agency (EPA) has developed national emission standards under a two phase process for small air cooled engines. Briggs & Stratton currently has a complete product offering which complies with the EPA’s Phase I engine emission standards. The Phase II program imposes more stringent standards over the useful life of the engine and has been phased in for Class II (225 or greater cubic centimeter) displacement engines and will be phased in through 2008 for Class I (under 225 cubic centimeter) displacement engines. The majority of Briggs & Stratton’s engines are certified to be compliant with the EPA’s Phase II standards and all engines will be Phase II certified in the next year. Accordingly, Briggs & Stratton does not believe compliance with the new standards will have a material adverse effect on its financial position or results of operations.

 

The EPA is also evaluating the development of Phase III standards to further reduce engine exhaust emissions and to control evaporative emissions from small off-road engines and equipment they are used in. A draft regulation is scheduled for publication by the end of calendar year 2006. We cannot predict the scope of any proposal or of the final regulations that the EPA may ultimately adopt, and accordingly cannot estimate what, if any, impact such regulations could have on future financial performance.

 

The California Air Resources Board (CARB) adopted a Tier 3 regulation requiring additional reductions to engine exhaust emissions and also requiring new controls on evaporative emissions from small engines. The Tier 3 regulation is phased in between 2006 and 2008 depending upon the size of the engine and type of control. While Briggs & Stratton believes the cost of the regulation on a per engine basis may be significant, Briggs & Stratton does not believe the regulation will have a material effect on its financial condition or results of operations. This assessment is based on a number of factors, including federal regulation, which precludes other states from opting into the California standard, revisions the CARB made to its adopted regulation from the proposal published in September 2003 in response to recommendations from Briggs & Stratton and others in the regulated category, the fact that California represents a relatively small percentage of Briggs & Stratton’s engine sales and our ability and intention to pass increased costs associated with the CARB regulation on to California consumers.

 

The European Commission adopted an engine emission Directive regulating exhaust emissions from engines manufactured by Briggs & Stratton. The Directive parallels the regulation previously promulgated by the U.S. EPA. Stage 1 was effective in February, 2004 and Stage 2 will be phased in from 2005 to 2007, with some limited extensions available for specific size and type engines until 2010. Briggs & Stratton’s full European product line has been compliant with Stage 1 since 2004. Briggs & Stratton has certified the majority of its Class 2 engines to be compliant with the Stage 2 standards and intends to have a full European product line compliant with Stage 2 in 2007. Briggs & Stratton does not believe compliance with the Directive will have a material adverse effect on its financial position or results of operations.

 

17


 

Critical Accounting Policies

Briggs & Stratton’s critical accounting policies are more fully described in Note 2 and Note 14 of the Notes to Consolidated Financial Statements. As discussed in Note 2, the preparation of financial statements in conformity with accounting principles generally accepted in the U.S. (“GAAP”) 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, postretirement benefits, warranty, product liability, litigation and taxation.

 

The reserves for customer rebates, warranty, product liability, inventory and doubtful accounts are fact specific and take into account such factors as specific customer situations, historical experience, and current and expected economic conditions. Changes in these reserves may be required if actual experience differs from the original estimates.

 

The Company’s estimate of income taxes payable, deferred income taxes, and the effective tax rate is based on a complex analysis of many factors including interpretations of Federal, state and foreign income tax laws, the difference between tax and financial reporting bases of assets and liabilities, estimates of amounts currently due or owed in various jurisdictions, and current accounting standards. We review and update our estimates on a quarterly basis as facts and circumstances change and actual results are known. In addition, Federal, state and foreign taxing authorities periodically review the Company’s estimates and interpretation of income tax laws. Adjustments to the effective income tax rate and recorded tax related assets and liabilities may occur in future periods if actual results differ significantly from original estimates and interpretations.

 

The pension benefit obligation and related pension expense or income are calculated in accordance with Statement of Financial Accounting Standard (SFAS) No. 87, “Employer’s Accounting for Pensions”, and are impacted by certain actuarial assumptions, including the discount rate and the expected rate of return on plan assets. These rates are evaluated on an annual basis considering such factors as market interest rates and historical asset performance. Actuarial valuations at July 2, 2006 used a discount rate of 6.35% and an expected rate of return on plan assets of 8.75%. Our discount rate was selected using a methodology that matches plan cash flows with a selection of Moody’s Aa or higher rated bonds, resulting in a discount rate that better matches a bond yield curve with comparable cash flows. A 0.25% decrease in the discount rate would increase annual pension expense by approximately $0.4 million. A 0.25% decrease in the expected return on plan assets would increase our annual pension expense by approximately $2.0 million. In estimating the expected return on plan assets, the Company considers the historical returns on plan assets, adjusted for forward looking considerations, including inflation assumptions and active management of the plan’s invested assets. Changes in the discount rate and return on assets can have a significant effect on the funded status of our pension plans, stockholders’ equity and expense. We cannot predict these changes in discount rates or investment returns and, therefore, cannot reasonably estimate whether the impact in subsequent years will be significant.

 

The Company uses a market-related value of assets that recognizes the difference between the expected return and the actual return on plan assets over a five year period. As of July 2, 2006 the Company had $133.0 million of unrecognized asset gains associated with its market-related value of assets and subject to amortization in future periods.

 

The funded status of the Company’s pension plan is the difference between the projected benefit obligation and the fair value of its plan assets. The projected benefit obligation is the actuarial present value of all benefits expected to be earned by the employees’ service. At July 2, 2006 the projected benefit obligation exceeded the fair value of plan assets by $4 million. Material differences may arise between the funded status of the plan and the recorded asset or liability as certain items that have an immediate impact on the projected benefit obligation are amortized over a longer period of time for balance sheet purposes using actuarial assumptions. As of July 2, 2006 there were $136.7 million in actuarial losses not reflected in the recorded asset or liability.

 

The other postretirement benefits obligation and related expense or income are calculated in accordance with SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions” and are impacted by

 

18


 

certain actuarial assumptions, including the health care trend rate. An increase of one percentage point in health care costs would increase the accumulated postretirement benefit obligation by $14.5 million and would increase the service and interest cost by $1.5 million. A corresponding decrease of one percentage point, would decrease the accumulated postretirement benefit by $13.5 million and decrease the service and interest cost by $1.3 million.

 

For pension benefits and postretirement benefits, actuarial gains and losses are accounted for in accordance with GAAP. Accumulation of actuarial gains and losses results from differences in actual experience compared to original assumptions over several years for discount rates, health care cost trends, and other factors.

Accumulated actuarial gains and losses are amortized over future periods, and as a result, will impact recognized expense and the recorded obligation in future periods. Refer to Note 14 for additional discussion.

 

New Accounting Pronouncements

In November 2004, the FASB issued SFAS No. 151, “Inventory Costs - an amendment of ARB No. 43, Chapter 4.” SFAS No. 151 seeks to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage) in the determination of inventory carrying costs. The statement requires such costs to be treated as a current period expense. This statement became effective for the company on July 2, 2006. The adoption of SFAS No. 151 does not have a material impact on the Consolidated Financial Statements.

 

On July 13, 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109”. Interpretation 48 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance with Statement 109 and prescribes a standard methodology for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Additionally, Interpretation 48 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Interpretation 48 is effective for fiscal years beginning after December 15, 2006, with early adoption permitted. At this time, the impact, if any, of adoption of Interpretation 48 on our consolidated financial position has not been made.

 

19


 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Briggs & Stratton is exposed to market risk from changes in foreign exchange and interest rates. To reduce the risk from changes in foreign exchange rates, Briggs & Stratton uses financial instruments. Briggs & Stratton does not hold or issue financial instruments for trading purposes.

 

Foreign Currency

 

Briggs & Stratton’s earnings are affected by fluctuations in the value of the U.S. dollar against the Japanese Yen and the Euro. The Yen is used to purchase engines from Briggs & Stratton’s joint venture. Briggs & Stratton purchases components in Euros from third parties and receives Euros for certain products sold to European customers. Briggs & Stratton’s foreign subsidiaries’ earnings are also influenced by fluctuations of the local currency against the U.S. dollar as these subsidiaries purchase inventory from the parent in U.S. dollars. Forward foreign exchange contracts are used to partially hedge against the earnings effects of such fluctuations. At July 2, 2006, Briggs & Stratton had the following forward foreign exchange contracts outstanding with the Fair Value (Gains) Losses shown (in thousands):

 

Hedge

 

Notional

 

Fair Market

 

Conversion

 

(Gain) Loss

 

Currency

 

 

 

Value

 

 

 

Value

 

 

 

Currency

 

 

at Fair Value

 

Japanese Yen

 

1,650,000

 

 

$

14,615

 

 

U.S.

 

$

(229

)

 

Euro

 

81,000

 

 

$

104,802

 

 

U.S.

 

$

1,031

 

 

Australian Dollars

 

4,175

 

 

$

3,098

 

 

U.S.

 

$

(71

)

 

 

All of the above contracts expire within twelve months.

 

Fluctuations in currency exchange rates may also impact the shareholders’ investment in Briggs & Stratton. Amounts invested in Briggs & Stratton’s non-U.S. subsidiaries and joint ventures are translated into U.S. dollars at the exchange rates in effect at fiscal year-end. The resulting cumulative translation adjustments are recorded in Shareholders’ Investment as Accumulated Other Comprehensive Income. The cumulative translation adjustments component of Shareholders’ Investment increased $1.8 million during the year. Using the year-end exchange rates, the total amount invested in non-U.S. subsidiaries on July 2, 2006 was $89.1 million.

 

Interest Rates

 

Briggs & Stratton is exposed to interest rate fluctuations on its borrowings, depending on general economic conditions.

 

On July 2, 2006, Briggs & Stratton had the following short-term loans outstanding (in thousands):

 

 

 

 

 

Weighted Average

 

Currency

 

 

 

 

Amount

 

 

 

Interest Rate

 

 

U.S. Dollars

 

3,000

 

6.58%

 

Euro

 

338

 

5.00%

 

 

These loans carry variable interest rates. Assuming borrowings are outstanding for an entire year, an increase (decrease) of one percentage point in the weighted average interest rate, would increase (decrease) interest expense by $34 thousand.

 

Long-term loans, net of unamortized discount, consisted of the following (in thousands):

 

Description

 

 

 

 

Amount

 

 

 

Maturity

 

 

7.25%

Senior Notes

 

$

80,973

 

 

2007

 

8.875%

Senior Notes

 

$

267,351

 

 

2011

 

Variable Rate Term Notes

 

$

35,000

 

 

2008

 

 

The Senior Notes carry fixed rates of interest and are therefore not subject to market fluctuation. The Variable Rate Term Note is subject to interest rate fluctuations, therefore an increase (decrease) of one percentage point in the weighted average interest rate would increase (decrease) interest expense by $350 thousand.

 

20


 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated Balance Sheets

 

AS OF JULY 2, 2006 AND JULY 3, 2005

(in thousands)

 

ASSETS

 

 

2006

 

 

 

2005

 

 

CURRENT ASSETS:

 

 

 

 

 

Cash and Cash Equivalents

 

$

95,091

 

$

161,573

 

Receivables, Less Reserves of $4,851 and $5,461, Respectively

 

273,502

 

360,786

 

Inventories:

 

 

 

 

 

Finished Products and Parts

 

364,711

 

283,405

 

Work in Process

 

188,358

 

174,648

 

Raw Material

 

8,946

 

11,612

 

Total Inventories

 

562,015

 

469,665

 

Deferred Income Tax Asset

 

58,024

 

92,251

 

Prepaid Expenses and Other Current Assets

 

43,020

 

34,930

 

Total Current Assets

 

1,031,652

 

1,119,205

 

GOODWILL

 

251,885

 

253,663

 

OTHER INTANGIBLE ASSETS, Net

 

94,596

 

96,445

 

INVESTMENTS

 

48,917

 

49,783

 

PREPAID PENSION

 

75,789

 

-

 

DEFERRED LOAN COSTS, Net

 

4,308

 

6,016

 

OTHER LONG-TERM ASSETS, Net

 

6,765

 

26,601

 

PLANT AND EQUIPMENT:

 

 

 

 

 

Land and Land Improvements

 

17,956

 

20,554

 

Buildings

 

130,044

 

172,093

 

Machinery and Equipment

 

830,537

 

791,792

 

Construction in Progress

 

29,627

 

21,205

 

 

 

1,008,164

 

1,005,644

 

 

 

 

 

 

 

Less - Accumulated Depreciation

 

577,876

 

558,389

 

Total Plant and Equipment, Net

 

430,288

 

447,255

 

 

 

$

1,944,200

 

$

1,998,968

 

 

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

 

21


 

 

AS OF JULY 2, 2006 AND JULY 3, 2005

(in thousands, except per share data)

 

LIABILITIES AND SHAREHOLDERS’ INVESTMENT

 

 

2006

 

 

 

 

2005

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

Accounts Payable

 

$

161,291

 

 

$

155,973

 

 

Short-term Debt

 

3,474

 

 

443

 

 

Accrued Liabilities:

 

 

 

 

 

 

 

Wages and Salaries

 

32,743

 

 

42,715

 

 

Warranty

 

53,233

 

 

59,625

 

 

Accrued Postretirement Health Care Obligation

 

26,000

 

 

26,000

 

 

Other

 

66,405

 

 

67,912

 

 

Total Accrued Liabilities

 

178,381

 

 

196,252

 

 

Total Current Liabilities

 

343,146

 

 

352,668

 

 

DEFERRED INCOME TAX LIABILITY

 

102,862

 

 

113,794

 

 

ACCRUED PENSION COST

 

25,587

 

 

47,944

 

 

ACCRUED EMPLOYEE BENEFITS

 

16,267

 

 

15,125

 

 

ACCRUED POSTRETIREMENT HEALTH CARE OBLIGATION

 

84,136

 

 

77,607

 

 

LONG-TERM DEBT

 

383,324

 

 

486,321

 

 

OTHER LONG-TERM LIABILITIES

 

1,672

 

 

16,323

 

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

SHAREHOLDERS’ INVESTMENT:

 

 

 

 

 

 

 

Common Stock -

 

 

 

 

 

 

 

Authorized 120,000 Shares $.01 Par Value,
Issued 57,854 Shares

 

579

 

 

579

 

 

Additional Paid-In Capital

 

67,325

 

 

55,793

 

 

Retained Earnings

 

1,086,397

 

 

1,029,329

 

 

Accumulated Other Comprehensive Income (Loss)

 

4,960

 

 

(48,331

)

 

Unearned Compensation on Restricted Stock

 

(2,199

)

 

(1,985

)

 

Treasury Stock at cost,
6,654 Shares in 2006 and 6,114 Shares in 2005

 

(169,856

)

 

(146,199

)

 

Total Shareholders’ Investment

 

987,206

 

 

889,186

 

 

 

 

$

1,944,200

 

 

$

1,998,968

 

 

 

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

 

22


 

Consolidated Statements of Earnings

 

FOR THE FISCAL YEARS ENDED JULY 2, 2006, JULY 3, 2005 AND JUNE 27, 2004

(in thousands, except per share data)

 

 

 

 

2006

 

 

 

 

2005

 

 

 

 

2004

 

 

 

NET SALES

 

$

2,542,171

 

 

$

2,654,875

 

 

$

1,947,364

 

 

COST OF GOODS SOLD

 

2,050,487

 

 

2,149,984

 

 

1,507,492

 

 

Gross Profit

 

491,684

 

 

504,891

 

 

439,872

 

 

ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

 

315,718

 

 

314,123

 

 

205,663

 

 

Income from Operations

 

175,966

 

 

190,768

 

 

234,209

 

 

INTEREST EXPENSE

 

(42,091

)

 

(36,883

)

 

(37,665

)

 

OTHER INCOME, Net

 

18,491

 

 

20,430

 

 

8,460

 

 

Income Before Provision for Income Taxes

 

152,366

 

 

174,315

 

 

205,004

 

 

PROVISION FOR INCOME TAXES

 

50,020

 

 

57,548

 

 

68,890

 

 

Income Before Extraordinary Item

 

102,346

 

 

116,767

 

 

136,114

 

 

EXTRAORDINARY GAIN - NEGATIVE GOODWILL

 

-

 

 

19,800

 

 

-

 

 

NET INCOME

 

$

102,346

 

 

$

136,567

 

 

$

136,114

 

 

EARNINGS PER SHARE DATA*

 

 

 

 

 

 

 

 

 

 

Weighted Average Shares Outstanding

 

51,479

 

 

51,472

 

 

45,286

 

 

Income Before Extraordinary Item

 

$

1.99

 

 

$

2.27

 

 

$

3.01

 

 

Extraordinary Gain

 

-

 

 

.38

 

 

-

 

 

Basic Earnings Per Share

 

$

1.99

 

 

$

2.65

 

 

$

3.01

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted Average Shares Outstanding

 

51,594

 

 

51,954

 

 

50,680

 

 

Income Before Extraordinary Item

 

$

1.98

 

 

$

2.25

 

 

$

2.77

 

 

Extraordinary Gain

 

-

 

 

.38

 

 

-

 

 

Diluted Earnings Per Share

 

$

1.98

 

 

$

2.63

 

 

$

2.77

 

 

 

*   Share data adjusted for effect of 2-for-1 stock split effective October 29, 2004.

 

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

 

23


 

Consolidated Statements of Shareholders’ Investment

 

FOR THE FISCAL YEARS ENDED JULY 2, 2006, JULY 3, 2005 AND JUNE 27, 2004

(in thousands, except per share data)

 

 

 

 

 

 

 

 

 

Accumulated

 

Unearned

 

 

 

 

 

 

 

 

 

Additional

 

 

 

Other Com-

 

Compensation

 

 

 

 

 

 

 

Common

 

Paid-In

 

Retained

 

prehensive

 

on Restricted

 

Treasury

 

Comprehensive

 

 

 

Stock

 

Capital

 

Earnings

 

Income (Loss)

 

Stock

 

Stock

 

Income

 

BALANCES, JUNE 29, 2003

 

$

289

 

$

35,074

 

$

822,060

 

$

(734

)

$

(287

)

$

(341,415

)

 

 

Comprehensive Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

-

 

-

 

136,114

 

-

 

-

 

-

 

$

136,114

 

Foreign Currency Translation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments

 

-

 

-

 

-

 

3,042

 

-

 

-

 

3,042

 

Unrealized Gain on Derivatives

 

-

 

-

 

-

 

487

 

-

 

-

 

487

 

Minimum Pension Liability
Adjustment, net of tax of
$788

 

-

 

-

 

-

 

1,233

 

-

 

-

 

1,233

 

Total Comprehensive Income

 

-

 

-

 

-

 

-

 

-

 

-

 

$

140,876

 

Cash Dividends Paid
($0.66* per share)

 

-

 

-

 

(30,408

)

-

 

-

 

-

 

 

 

Stock Option Activity, net of tax

 

-

 

7,667

 

-

 

-

 

-

 

41,194

 

 

 

Restricted Stock

 

-

 

322

 

-

 

-

 

(1,494

)

1,171

 

 

 

Amortization of Unearned
Compensation

 

-

 

-

 

-

 

-

 

291

 

-

 

 

 

Issuance of Treasury Shares

 

-

 

5,546

 

-

 

-

 

-

 

137,270

 

 

 

Shares Issued to Directors

 

-

 

48

 

-

 

-

 

-

 

125

 

 

 

BALANCES, JUNE 27, 2004

 

$

289

 

$

48,657

 

$

927,766

 

$

4,028

 

$

(1,490

)

$

(161,655

)

 

 

Comprehensive Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

-

 

-

 

136,567

 

-

 

-

 

-

 

$

136,567

 

Foreign Currency Translation Adjustments

 

-

 

-

 

-

 

881

 

-

 

-

 

881

 

Unrealized Gain on Derivatives

 

-

 

-

 

-

 

419

 

-

 

-

 

419

 

Minimum Pension Liability
Adjustment, net of tax of
$(34,306)

 

-

 

-

 

-

 

(53,659

)

-

 

-

 

(53,659

)

Total Comprehensive Income

 

-

 

-

 

-

 

-

 

-

 

-

 

$

84,208

 

Cash Dividends Paid
($0.68* per share)

 

-

 

-

 

(35,004

)

-

 

-

 

-

 

 

 

Stock Option Activity, net of tax

 

-

 

6,990

 

-

 

-

 

-

 

14,752

 

 

 

Restricted Stock

 

-

 

316

 

-

 

-

 

(1,006

)

688

 

 

 

Amortization of Unearned
Compensation

 

-

 

-

 

-

 

-

 

511

 

-

 

 

 

Stock Split

 

290

 

(290

)

-

 

-

 

-

 

-

 

 

 

Deferred Stock

 

-

 

3

 

-

 

-

 

-

 

-

 

 

 

Shares Issued to Directors

 

-

 

117

 

-

 

-

 

-

 

16

 

 

 

BALANCES, JULY 3, 2005

 

$

579

 

$

55,793

 

$

1,029,329

 

$

(48,331

)

$

(1,985

)

$

(146,199

)

 

 

Comprehensive Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

-

 

-

 

102,346

 

-

 

-

 

-

 

$

102,346

 

Foreign Currency Translation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments

 

-

 

-

 

-

 

1,785

 

-

 

-

 

1,785

 

Unrealized Loss on Derivatives

 

-

 

-

 

-

 

(1,255

)

-

 

-

 

(1,255

)

Minimum Pension Liability
Adjustment, net of tax of
$(33,733)

 

-

 

-

 

-

 

52,761

 

-

 

-

 

52,761

 

Total Comprehensive Income

 

-

 

-

 

-

 

-

 

-

 

-

 

$

155,637

 

Cash Dividends Paid
($0.88 per share)

 

-

 

-

 

(45,278

)

-

 

-

 

-

 

 

 

Purchase of Common Stock
for Treasury

 

-

 

-

 

-

 

-

 

-

 

(34,919

)

 

 

Stock Option Activity, net of tax

 

-

 

10,455

 

-

 

-

 

-

 

10,254

 

 

 

Restricted Stock

 

-

 

431

 

-

 

-

 

(1,490

)

925

 

 

 

Amortization of Unearned
Compensation

 

-

 

-

 

-

 

-

 

1,276

 

-

 

 

 

Deferred Stock

 

-

 

605

 

-

 

-

 

-

 

-

 

 

 

Shares Issued to Directors

 

-

 

41

 

-

 

-

 

-

 

83

 

 

 

BALANCES, JULY 2, 2006

 

$

579

 

$

67,325

 

$

1,086,397

 

$

4,960

 

$

(2,199

)

$

(169,856

)

 

 

 

*            Share data adjusted for effect of 2-for-1 stock split effective October 29, 2004.

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

 

24


 

Consolidated Statements of Cash Flows

 

FOR THE FISCAL YEARS ENDED JULY 2, 2006, JULY 3, 2005 AND JUNE 27, 2004

(in thousands)

 

 

 

 

2006

 

 

 

 

2005

 

 

 

 

2004

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

Net Income

 

$

102,346

 

 

$

136,567

 

 

$

136,114

 

 

Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:

 

 

 

 

 

 

 

 

 

 

Extraordinary Gain

 

-

 

 

(19,800

)

 

-

 

 

Depreciation and Amortization

 

77,234

 

 

72,793

 

 

66,608

 

 

Earnings of Unconsolidated Affiliates, Net of Dividends

 

459

 

 

678

 

 

(3,484

)

 

(Gain) Loss on Disposition of Plant and Equipment

 

(11,139

)

 

2,418

 

 

7,390

 

 

Stock Compensation Expense

 

9,999

 

 

1,268

 

 

291

 

 

Provision for Deferred Income Taxes

 

(10,438

)

 

(3,896

)

 

12,800

 

 

Change in Operating Assets and Liabilities, Net of Effects of Acquisition:

 

 

 

 

 

 

 

 

 

 

Decrease (Increase) in Receivables

 

87,284

 

 

(26,892

)

 

(28,588

)

 

(Increase) Decrease in Inventories

 

(92,350

)

 

12,784

 

 

(128,594

)

 

(Increase) Decrease in Prepaid Expenses and Other Current Assets

 

(12,302

)

 

2,650

 

 

2,017

 

 

(Decrease) Increase in Accounts Payable, Accrued Liabilities and Income Taxes

 

(7,695

)

 

(27,673

)

 

4,696

 

 

Change in Accrued/Prepaid Pension

 

10,847

 

 

(1,050

)

 

(6,070

)

 

Other, Net

 

363

 

 

(1,289

)

 

(13,024

)

 

Net Cash Provided by Operating Activities

 

154,608

 

 

148,558

 

 

50,156

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

Additions to Plant and Equipment

 

(69,518

)

 

(86,075

)

 

(52,962

)

 

Proceeds Received on Disposition of Plant and Equipment

 

11,518

 

 

1,940

 

 

720

 

 

Proceeds Received on Sale of Certain Assets of a Subsidiary

 

-

 

 

4,050

 

 

-

 

 

Refund of Cash Paid for Acquisition

 

6,347

 

 

-

 

 

5,686

 

 

Cash Paid for Acquisitions, Net of Cash Acquired

 

-

 

 

(355,094

)

 

-

 

 

Other, Net

 

(3,400

)

 

(1,500

)

 

-

 

 

Net Cash Used by Investing Activities

 

(55,053

)

 

(436,679

)

 

(46,556

)

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

Net Borrowings (Repayments) on Loans and Notes Payable

 

3,031

 

 

(2,684

)

 

187

 

 

Net (Repayments) Borrowings on Long-Term Debt

 

(103,826

)

 

125,000

 

 

(22

)

 

Issuance Cost of Debt

 

-

 

 

(925

)

 

(1,789

)

 

Cash Dividends Paid

 

(45,278

)

 

(35,065

)

 

(30,408

)

 

Stock Option Exercise Proceeds and Tax Benefits

 

12,457

 

 

20,139

 

 

45,314

 

 

Treasury Stock Purchases

 

(34,919

)

 

-

 

 

-

 

 

Net Cash (Used by) Provided by Financing Activities

 

(168,535

)

 

106,465

 

 

13,282

 

 

EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

 

2,498

 

 

835

 

 

697

 

 

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

 

(66,482

)

 

(180,821

)

 

17,579

 

 

CASH AND CASH EQUIVALENTS:

 

 

 

 

 

 

 

 

 

 

Beginning of Year

 

161,573

 

 

342,394

 

 

324,815

 

 

End of Year

 

$

95,091

 

 

$

161,573

 

 

$

342,394

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

 

 

Interest Paid

 

$

40,503

 

 

$

36,357

 

 

$

38,884

 

 

Income Taxes Paid

 

$

75,347

 

 

$

66,410

 

 

$

53,253

 

 

 

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

 

25


 

Notes to Consolidated Financial Statements

 

FOR THE FISCAL YEARS ENDED JULY 2, 2006, JULY 3, 2005 AND JUNE 27, 2004

 

(1) Nature of Operations:

Briggs & Stratton (the “Company”) is a U.S. based producer of air cooled gasoline engines and engine powered outdoor equipment. The engines are sold worldwide, primarily to original equipment manufacturers of lawn and garden equipment and other gasoline engine powered equipment. The Company’s wholly owned subsidiary, Briggs & Stratton Power Products Group, LLC (“BSPPG”), is a designer, manufacturer and marketer of a wide range of outdoor power equipment and related accessories. BSPPG’s products are sold worldwide.

 

(2) Summary of Significant Accounting Policies:

Fiscal Year: The Company’s fiscal year consists of 52 or 53 weeks, ending on the Sunday nearest the last day of June in each year. Therefore, the 2006 fiscal year was 52 weeks long, the 2005 fiscal year was 53 weeks long and the 2004 fiscal year was 52 weeks long. All references to years relate to fiscal years rather than calendar years.

 

Principles of Consolidation: The consolidated financial statements include the accounts of the Company and its majority owned domestic and foreign subsidiaries after elimination of intercompany accounts and transactions.

 

Accounting Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

 

Cash and Cash Equivalents: This caption includes cash, commercial paper and certificates of deposit. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

 

Receivables: Receivables are recorded at the original carrying value less reserves for estimated uncollectible accounts. In fiscal 2005, Briggs & Stratton wrote off a $38.9 million trade receivable from Murray, Inc., a major original equipment manufacturer. See Note 3 for additional discussion of Murray, Inc.

 

Inventories: Inventories are stated at cost, which does not exceed market. The last-in, first-out (LIFO) method was used for determining the cost of approximately 53% of total inventories at July 2, 2006 and 48% of total inventories at July 3, 2005. The cost for the remaining portion of the inventories was determined using the first-in, first-out (FIFO) method. If the FIFO inventory valuation method had been used exclusively, inventories would have been $56.8 million and $52.5 million higher in 2006 and 2005, respectively. The LIFO inventory adjustment was determined on an overall basis, and accordingly, each class of inventory reflects an allocation based on the FIFO amounts.

 

Goodwill and Other Intangible Assets: Goodwill reflects the cost of an acquisition in excess of the fair values assigned to identifiable net assets acquired. Other Intangible Assets reflect identifiable intangible assets that arose from purchase acquisitions. Other Intangible Assets are comprised of trademarks, patents and customer relationships. Goodwill and trademarks, which are considered to have indefinite lives are not amortized; however, both must be tested for impairment annually. Amortization is recorded on a straight line basis for other intangible assets with finite lives. Patents have been assigned an estimated weighted average useful life of thirteen years. The customer relationships have been assigned an estimated useful life of twenty-five years. The Company is subject to financial statement risk in the event that goodwill and intangible assets become impaired. The Company performed the required impairment tests in fiscal 2006, 2005 and 2004, and found no impairment of the assets.

 

Investments: This caption represents the Company’s investment in its 30% and 50% owned joint ventures and preferred stock in a privately held iron castings business. The investments in the joint ventures are accounted for under the equity method.

 

26


 

Notes . . .

 

Deferred Loan Costs: Expenses associated with the issuance of debt instruments are capitalized and are being amortized over the terms of the respective financing arrangement using the straight-line method over periods ranging from three to ten years. Accumulated amortization related to open issues amounted to $10.4 million as of July 2, 2006 and $7.7 million as of July 3, 2005.

 

Plant and Equipment and Depreciation: Plant and equipment are stated at cost and depreciation is computed using the straight-line method at rates based upon the estimated useful lives of the assets, as follows:

 

 

Useful Life Range (In Years)

 

Software

3 - 10

 

 

Land Improvements

20 - 40

 

 

Buildings

20 - 50

 

 

Machinery & Equipment

3 - 20

 

 

 

Expenditures for repairs and maintenance are charged to expense as incurred. Expenditures for major renewals and betterments, which significantly extend the useful lives of existing plant and equipment, are capitalized and depreciated. Upon retirement or disposition of plant and equipment, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in cost of goods sold.

 

Impairment of Long-Lived Assets: Property, plant and equipment and other long-term assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and carrying value of the asset or group of assets. There were no adjustments to the carrying value of long-lived assets in fiscal 2006, 2005 or 2004.

 

Warranty: The Company 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 fiscal 2006 and 2005 (in thousands):

 

 

 

 

2006

 

 

 

2005

 

 

Balance, Beginning of Period

 

$

59,625

 

$

43,148

 

Adjustment Related to Acquisitions

 

-

 

10,623

 

Payments

 

(36,733

)

(35,796

)

Provision for Current Year Warranties

 

34,056

 

41,761

 

Credit for Prior Years Warranties

 

(3,715

)

(111

)

Balance, End of Period

 

$

53,233

 

$

59,625

 

 

Deferred Revenue on Sale of Plant and Equipment: During the fourth quarter of fiscal 2006, a pre-tax gain of $6.1 million was recorded as the company ceased its involvement in its Menomonee Falls, Wisconsin facility sold in 1997. The terms and conditions of the sales contract were such that the Company continued to own and occupy a portion of the warehouse until the fourth quarter of fiscal 2006. Under the provisions of SFAS No. 66, “Accounting for Sales of Real Estate,” the Company accounted for the agreement as a financing transaction while it remained involved with the facility. Under this method, the cash received in fiscal 1997 was reflected as deferred revenue and the assets and the accumulated depreciation remained on the Company’s books until its involvement in the facility ceased. Depreciation expense, imputed interest expense, and imputed fair value lease income on the non-Briggs & Stratton occupied portion of the building were recorded and added to deferred revenue up until the fourth quarter of fiscal 2006.

 

Revenue Recognition: Net sales include sales of engines, power products, and related service parts and accessories, net of allowances for cash discounts, customer volume rebates and discounts, and advertising allowances. In accordance with Staff Accounting Bulletin No. 104, “Revenue Recognition,” as amended, the Company recognizes revenue when all of the following criteria are met: persuasive evidence of an

 

27


 

Notes . . .

 

arrangement exists, delivery has occurred, the price is fixed or determinable, and collectibility is reasonably assured. This is generally upon shipment, except for certain international shipments, where revenue is recognized when the customer receives the product.

 

Included in net sales are costs associated with programs under which Briggs & Stratton shares the expense of financing certain dealer and distributor inventories, referred to as floor plan expense. This represents interest for a pre-established length of time based on a variable rate from a contract with a third party financing source for dealer and distributor inventory purchases. Sharing the cost of these financing arrangements is used by Briggs & Stratton as a marketing incentive for customers to buy inventory. The financing costs included in net sales in fiscal 2006 and 2005 were $12.7 million and $10.6 million, respectively. There were no similar costs in fiscal 2004.

 

The Company also offers a variety of customer rebates and sales incentives. The Company records estimates for rebates and incentives at the time of sale, as a reduction in net sales.

 

Income Taxes: The Provision for Income Taxes includes Federal, state and foreign income taxes currently payable and those deferred because of temporary differences between the financial statement and tax bases of assets and liabilities. The Deferred Income Tax Asset represents temporary differences relating to current assets and current liabilities, and the Deferred Income Tax Liability represents temporary differences relating to noncurrent assets and liabilities.

 

Retirement Plans: The Company has noncontributory, defined benefit retirement plans and postretirement benefit plans covering certain employees. Retirement benefits represent a form of deferred compensation, which are subject to change due to changes in assumptions. Management reviews underlying assumptions on an annual basis. Refer to Note 14 of the Notes to Consolidated Financial Statements.

 

Research and Development Costs: Expenditures relating to the development of new products and processes, including significant improvements and refinements to existing products, are expensed as incurred. The amounts charged against income were $28.8 million in fiscal 2006, $33.5 million in fiscal 2005 and $25.9 million in fiscal 2004.

 

Advertising Costs: Advertising costs, included in Engineering, Selling, General and Administrative Expenses in the accompanying Consolidated Statements of Earnings, are expensed as incurred. These expenses totaled $33.4 million in fiscal 2006, $35.8 million in fiscal 2005 and $15.0 million in fiscal 2004.

 

The Company reports co-op advertising expense as a reduction in net sales. Co-op advertising expense reported as a reduction in net sales totaled $20.2 million in fiscal 2006, $23.6 million in fiscal 2005 and $12.8 million in fiscal 2004.

 

Shipping and Handling Fees and Costs: Revenue received from shipping and handling fees is reflected in net sales. Shipping fee revenue for fiscal 2006, 2005 and 2004 was $4.5 million, $4.1 million and $1.8 million, respectively. Shipping and handling costs are included in cost of goods sold.

 

Foreign Currency Translation: Foreign currency balance sheet accounts are translated into dollars at the rates of exchange in effect at fiscal year-end. Income and expenses incurred in a foreign currency are translated at the average rates of exchange in effect during the year. The related translation adjustments are made directly to a separate component of Shareholders’ Investment.

 

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, for each period presented, 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.

 

The shares outstanding used to compute diluted earnings per share for fiscal 2006 and 2004 excludes outstanding options to purchase 1,434,193 and 428,520* shares of common stock, respectively, with weighted average exercise prices of $37.21 and $37.27*, respectively. The fiscal 2005 diluted earnings per share calculation includes all options outstanding as of July 3, 2005. For fiscal 2006 and fiscal 2004, the options are excluded because their exercise prices are greater than the average market price of the common shares, and their inclusion in the computation would be antidilutive.

 

28


 

Notes . . .

 

Information on earnings per share is as follows (in thousands):

 

 

 

Fiscal Year Ended

 

 

 

July 2, 2006

 

July 3, 2005

 

June 27, 2004

 

Net Income Before Extraordinary Gain Used in Basic Earnings Per Share

 

$

102,346

 

$

116,767

 

$

136,114

 

Adjustment to Net Income Before Extraordinary Gain to Add After-tax Interest Expense on Convertible Notes

 

-

 

-

 

4,053

 

Adjusted Net Income Before Extraordinary Gain Used in Diluted Earnings Per Share

 

$

102,346

 

$

116,767

 

$

140,167

 

Extraordinary Gain Used in Basic and Diluted Earnings Per Share

 

$

-

 

$

19,800

 

$

-

 

Net Income Used in Basic Earnings Per Share

 

$

102,346

 

$

136,567

 

$

136,114

 

Adjustment to Net Income to Add After-tax Interest Expense on Convertible Notes

 

-

 

-

 

4,053

 

Adjusted Net Income Used in Diluted Earnings Per Share

 

$

102,346

 

$

136,567

 

$

140,167

 

Average Shares of Common Stock Outstanding*

 

51,479

 

51,472

 

45,286

 

Incremental Common Shares Applicable to Common Stock Options Based on the Common Stock Average Market Price During the Period*

 

42

 

446

 

360

 

Incremental Common Shares Applicable to Deferred and Restricted Common Stock Based on the Common Stock Average Market Price During the Period*

 

73

 

36

 

26

 

Incremental Common Shares Applicable to Convertible Notes Based on the Conversion Provisions of the Convertible Notes*

 

-

 

-

 

5,008

 

Diluted Average Common Shares Outstanding*

 

51,594

 

51,954

 

50,680

 

 

*            Share data adjusted for effect of 2-for-1 stock split effective October 29, 2004.

 

Comprehensive Income: Comprehensive income is a more inclusive financial reporting method that includes disclosure of financial information that historically has not been recognized in the calculation of net income. The Company has chosen to report Comprehensive Income and Accumulated Other Comprehensive Income (Loss) which encompasses net income, unrealized gain (loss) on marketable securities, cumulative translation adjustments, unrealized gain (loss) on derivatives and minimum pension liability adjustments in the Consolidated Statements of Shareholders’ Investment. Information on Accumulated Other Comprehensive Income (Loss) is as follows (in thousands):

 

 

 

 

 

 

 

Minimum

 

Accumulated

 

 

 

Cumulative

 

Unrealized