1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 29, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from_______________ to _______________
Commission file number 1-1370
BRIGGS & STRATTON CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 39-0182330
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12301 West Wirth Street, Wauwatosa, Wisconsin 53222
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
414/259-5333
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
---- ----
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Outstanding at
Class May 7, 1998
- --------------------------------------------------------------------------------
COMMON STOCK, par value $0.01 per share 24,113,545 Shares
-1-
2
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
INDEX
Page No.
--------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Condensed Balance Sheets -
March 29, 1998 and June 29, 1997 3
Consolidated Condensed Statements of Income -
Three Months and Nine Months ended
March 29, 1998 and March 30, 1997 5
Consolidated Condensed Statements of Cash Flow -
Nine Months ended March 29, 1998 and
March 30, 1997 6
Notes to Consolidated Condensed Financial
Statements 7
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 8
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 10
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 11
-2-
3
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands)
ASSETS
------
March 29 June 29
1998 1997
----------- ---------
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 22,616 $ 112,859
Receivables, net 302,033 129,877
Inventories -
Finished products and parts 94,093 83,361
Work in process 36,934 37,922
Raw materials 3,564 4,674
---------- ---------
Total inventories 134,591 125,957
Future income tax benefits 34,087 31,602
Prepaid expenses 16,892 18,121
---------- ---------
Total current assets 510,219 418,416
---------- ---------
OTHER ASSETS:
Deferred income tax assets 14,017 16,975
Capitalized software 10,604 10,532
---------- ---------
Total other assets 24,621 27,507
---------- ---------
PLANT AND EQUIPMENT -
Cost 816,610 796,714
Less - Accumulated depreciation 423,189 400,448
---------- ---------
Total plant and equipment, net 393,421 396,266
---------- ---------
$ 928,261 $ 842,189
========== =========
The accompanying notes are an integral part of these statements.
-3-
4
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS (Continued)
(In thousands)
LIABILITIES & SHAREHOLDERS' INVESTMENT
March 29 June 29
1998 1997
-------- -------
(Unaudited)
CURRENT LIABILITIES:
Accounts payable $ 78,999 $ 82,166
Domestic notes payable 82,942 5,000
Foreign loans 18,637 13,359
Current maturities of long-term debt 15,000 15,000
Accrued liabilities 108,290 87,553
Dividends payable 6,839 -
Federal and state income taxes 27,211 10,916
-------- --------
Total current liabilities 337,918 213,994
-------- --------
OTHER LIABILITIES:
Deferred revenue on sale of plant and equipment 15,913 15,966
Accrued pension cost 27,642 31,891
Accrued employee benefits 12,862 12,324
Accrued postretirement health care obligation 75,225 74,020
Long-term debt 143,051 142,897
-------- --------
Total other liabilities 274,693 277,098
-------- --------
SHAREHOLDERS' INVESTMENT:
Common stock-
Authorized 60,000 shares, $.01 par value,
Issued 28,927 shares 289 289
Additional paid-in capital 38,010 40,533
Retained earnings 513,320 490,682
Cumulative translation adjustments (1,712) (1,033)
Treasury stock at cost, 4,661 and 3,513 shares,
respectively (234,257) (179,374)
-------- --------
Total shareholders' investment 315,650 351,097
-------- --------
$928,261 $842,189
======== ========
The accompanying notes are an integral part of these statements.
-4-
5
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In thousands except per share data)
(Unaudited)
Three Months Ended Nine Months Ended
------------------ -----------------
March 29 March 30 March 29 March 30
1998 1997 1998 1997
-------- -------- -------- --------
NET SALES $469,055 $475,955 $948,093 $937,350
COST OF GOODS SOLD 374,282 368,836 776,012 755,405
-------- -------- -------- --------
Gross profit on sales 94,773 107,119 172,081 181,945
ENGINEERING, SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 33,103 30,847 92,342 84,979
-------- -------- -------- --------
Income from operations 61,670 76,272 79,739 96,966
INTEREST EXPENSE (5,870) (2,691) (14,912) (7,051)
OTHER INCOME, net 1,908 1,453 5,243 3,551
-------- -------- -------- --------
Income before provision
for income taxes 57,708 75,034 70,070 93,466
PROVISION FOR INCOME TAXES 21,930 28,520 26,630 35,520
-------- -------- -------- --------
Net income $ 35,778 $ 46,514 $ 43,440 $ 57,946
======== ======== ======== ========
EARNINGS PER SHARE DATA -
Average shares outstanding 24,514 28,927 24,861 28,927
======== ======== ======== ========
Basic earnings per share $ 1.46 $ 1.60 $ 1.75 $ 2.00
======== ======== ======== ========
Diluted average shares outstanding 24,600 29,055 25,008 29,050
======== ======== ======== ========
Diluted earnings per share $ 1.45 $ 1.60 $ 1.74 $ 1.99
======== ======== ======== ========
CASH DIVIDENDS PER SHARE $ .28 $ .27 $ .84 $ .81
======== ======== ======== ========
The accompanying notes are an integral part of these statements.
-5-
6
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW
(In thousands)
(Unaudited)
Nine Months Ended
--------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES: March 29, 1998 March 30, 1997
-------------- --------------
Net income $ 43,440 $ 57,946
Adjustments to reconcile net income to net
cash provided by operating activities -
Depreciation 35,523 32,278
Amortization of discount on long-term debt 154 -
Loss on disposition of plant and equipment 984 2,201
(Increase)decrease in operating assets -
Accounts receivable (172,156) (158,268)
Inventories (8,634) (19,992)
Other current assets (1,256) (1,864)
Other assets 2,886 (12,841)
Increase(decrease) in liabilities -
Accounts payable and accrued
liabilities 40,704 68,208
Other liabilities (2,506) 2,355
---------- ---------
Net cash used in operating activities (60,861) (29,977)
---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to plant and equipment (34,192) (52,423)
Proceeds received on sale of plant and equipment 360 163
Proceeds received on sale of
Menomonee Falls, Wisconsin facility - 15,981
---------- ---------
Net cash used in investing activities (33,832) (36,279)
---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings on domestic and foreign loans 83,220 2,611
Dividends (20,802) (23,431)
Purchase of common stock for treasury (66,433) (550)
Proceeds from exercise of stock options 9,027 185
---------- ---------
Net cash provided(used) in financing
activities 5,012 (21,185)
---------- ---------
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE
CHANGES ON CASH AND CASH EQUIVALENTS (562) (327)
---------- ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS (90,243) (87,768)
CASH AND CASH EQUIVALENTS, beginning 112,859 150,639
---------- ---------
CASH AND CASH EQUIVALENTS, ending $ 22,616 $ 62,871
========== =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid $ 14,809 $ 7,051
========== =========
Income taxes paid $ 9,144 $ 17,766
========== =========
The accompanying notes are an integral part of these statements.
-6-
7
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
The accompanying unaudited consolidated condensed financial statements
have been prepared in accordance with the rules and regulations of the
Securities and Exchange Commission and therefore do not include all information
and footnotes necessary for a fair presentation of financial position, results
of operations and cash flows in conformity with generally accepted accounting
principles. However, in the opinion of the Company, adequate disclosures have
been presented to make the information not misleading, and all adjustments
necessary to present fair statements of the results of operations and financial
position have been included. All of these adjustments are of a normal
recurring nature. These condensed financial statements should be read in
conjunction with the financial statements and the notes thereto which were
included in the Company's latest annual report on Form 10-K.
The Company adopted Financial Accounting Standard No. 128, effective for
periods ending after December 15, 1997, during the second quarter of the
current fiscal year. The Company's earnings per share were 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, were computed on the assumption that stock options were exercised at
the beginning of the periods reported.
-7-
8
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
The following is management's discussion and analysis of the Company's
results of operations and financial condition for the periods included in the
accompanying consolidated condensed financial statements.
RESULTS OF OPERATIONS
SALES
Net sales for the third fiscal quarter decreased $7 million or 1% compared
to the same period of the previous year. This decrease resulted primarily from
two factors: an $8 million reduction in sales dollars was due to a 1% decrease
in engine unit shipments and a $4 million reduction in revenue from European
customers with whom we share currency risk. These decreases were partially
offset by a $5 million increase in sales dollars due to a mix change to higher
horsepower, higher priced engines.
Net sales for the nine months ended March 1998 increased 1% or $11 million
when compared to the first nine months of the prior year. This increase
resulted primarily from a $24 million increase in sales dollars due to a 3%
increase in engine unit shipments and a $12 million increase in service parts
sales due to increased demand. These increases were partially offset by a $17
million decrease in sales dollars due to a mix change to lower horsepower,
lower priced engines and an $8 million decrease in revenue from European
customers with whom we share currency risk.
GROSS PROFIT
The gross profit percentage declined from 23% in the preceding year's
third quarter to 20% in the current year's quarter. The strong U.S. dollar
compared to European currencies caused $6 million of this decline. Reduced
volume in service sales was the primary cause of the remaining decline.
The gross profit margins for the nine-month period declined from 19% in
the preceding year to 18% in the current year. This resulted primarily from
the strong U.S. dollar compared to European currencies, which had a $12 million
negative impact. A change in mix of engines sold also had a $9 million
negative impact. Partially offsetting these was the $11 million favorable gross
profit impact resulting from the unit volume increases.
ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
This category increased 7% or $2 million between the third fiscal quarters
of 1998 and 1997, primarily due to increased costs related to the
implementation of a new company-wide information system.
The 9% or $7 million increase for the comparative nine-month period was
due primarily to the new company-wide information system.
-8-
9
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
INTEREST EXPENSE
Interest expense increased $3 million in the three-month comparison and $8
million in the nine-month comparison. These increases were the result of the
Company's higher level of short-term and long-term borrowings.
PROVISION FOR INCOME TAXES
The effective tax rate used in both years was 38.0%. This rate is
management's estimate of what the rate will be for the entire fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
Cash used in operating activities for the nine-month period was $61
million in 1998 and $30 million in 1997. These funds were used in 1998 and
1997 for seasonal increases in accounts receivable of $172 million and $158
million, respectively. The use of funds from the increases in accounts
receivable, inventories and other current assets was partially offset by funds
provided by earnings before depreciation and an increase in accounts payable
and accrued liabilities.
Cash used in investing activities totaled $34 million in the nine-month
period and $36 million in the same period of the preceding year. Additions to
plant and equipment totaled $34 million and $52 million in the respective
years. Partially offsetting additions to plant and equipment in the prior year
was $16 million received in the sale of the Company's Menomonee Falls,
Wisconsin facility.
Financing activities provided $5 million of cash in 1998 and used $21
million of cash in 1997, resulting in a change of $26 million. Net borrowings
increased $80 million dollars between years. This was caused by the Company
having less available cash due to its share repurchase program, which commenced
in May 1997. The nine-month comparisons also show increases of $66 million for
the Company's repurchase program, a $3 million decrease for dividends caused by
fewer shares outstanding and a $9 million increase in proceeds from the
exercise of stock options.
FUTURE LIQUIDITY AND CAPITAL RESOURCES
In the previous fiscal year, the Board of Directors authorized the
purchase of up to $300 million of common stock of the Company. As of March
29, 1998, the Company has made purchases totaling $245 million. Any future
purchases will depend on many factors, including the market price of the
shares, the Company's business and financial position, and general economic and
market conditions. The Company intends to fund future purchases of its common
stock through a combination of available cash, cash generated from operations
and additional borrowings.
Management expects capital expenditures for reinvestment in equipment and
new products to total $44 million in fiscal 1998. The Company is also
implementing a new company-wide information system. The project expenditures
to date have been $14 million. The future expenditures are expected to total
$20 million through fiscal 2002. This system, along with related projects,
will address the issues related to the year 2000. These projects include
working with the Company's customers and suppliers regarding year 2000 issues
to ensure continuity of business. Management does not expect any additional
material expenses for the related projects.
-9-
10
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
Management believes that available cash, credit facilities, cash generated
from operations, and access to public debt markets will be adequate to fund the
Company's capital requirements for the foreseeable future.
OUTLOOK
The Company's business is very strong and it is unable to meet the demand
for some popular models. Weather conditions in the United States and in Europe
are favorable, and outdoor power equipment is selling well. Unless there is a
change in the weather pattern, management believes the Company will have a
fourth quarter in line with prior years.
The 1998 fiscal year will not contain the $37 million charge related to
the early retirement window which was contained in the final quarter of the
1997 fiscal year. Therefore, the gross profit rate is anticipated to increase
year to year. Interest expense is expected to continue to increase because of
the increases in debt and less available cash.
OTHER MATTERS
The California Air Resources Board (CARB) staff completed a review of the
existing Tier II standards and proposed that alternative standards and
implementation dates be adopted by CARB. The alternative Tier II standards
adopted by CARB at its March 26, 1998 meeting are not harmonized with EPA Phase
II, but rather require the accelerated introduction of overhead value engine
technology into California. In addition, individual companies which sell more
than a threshold number of Class I engines into California must submit a
supplemental compliance plan to CARB to achieve additional reductions in
extreme non-attainment areas. While CARB's aggressive program may result in a
reduced product offering by the Company in California, it is not anticipated
that the California program will have a material effect on the financial
position or results of operations of the Company.
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
Certain statements in Management's Discussion and Analysis, pages 8
through 10, may contain forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from those
in the forward-looking statements. The words "anticipate", "believe",
"estimate", "expect", "objective", and "think" or 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 effects of
weather on the purchasing patterns of the Company's customers and end use
purchasers of the Company's engines; the seasonal nature of the Company's
business; actions of competitors; changes in laws and regulations, including
accounting standards; employee relations; customer demand; prices of purchased
raw materials and parts; domestic economic conditions, including housing starts
and changes in consumer disposable income; and foreign economic conditions,
including currency rate fluctuations. Some or all of the factors may be beyond
the Company's control.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
-10-
11
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Exhibit
Number Description
------- -----------
10 Form of Officer Employment Agreements*
11 Computation of Earnings Per Share of Common Stock*
12 Computation of Ratio of Earnings to Fixed Charges*
27(a) Financial Data Schedule, 3/29/98*
27(b) Restated Financial Data Schedule, 3/30/97*
27(c) Restated Financial Data Schedule, 12/29/96*
*Filed herewith
(b) Reports on Form 8-K.
There were no reports on Form 8-K for the third quarter ended March 29,
1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BRIGGS & STRATTON CORPORATION
-----------------------------
(Registrant)
Date: May 7, 1998 /s/ R. H. Eldridge
---------------------------------------------------
R. H. Eldridge
Executive Vice President & Chief Financial Officer,
Secretary-Treasurer
Date: May 7, 1998 /s/ J. E. Brenn
---------------------------------------------------
J. E. Brenn
Vice President & Controller
-11-
12
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
10 Form of Officer Employment Agreements*
11 Computation of Earnings Per Share of Common Stock*
12 Computation of Ratio of Earnings to Fixed Charges*
27(a) Financial Data Schedule, 3/29/98*
27(b) Restated Financial Data Schedule, 3/30/97*
27(c) Restated Financial Data Schedule, 12/29/96*
*Filed herewith
-12-