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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(AMENDMENT NO. 1)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2003
COMMISSION FILE NUMBER 1-8649
THE TORO COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 41-0580470
(State of Incorporation) (I.R.S. Employer Identification Number)
8111 LYNDALE AVENUE SOUTH
BLOOMINGTON, MINNESOTA 55420
TELEPHONE NUMBER: (952) 888-8801
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--------- --------
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes X No
--------- --------
The number of shares of Common Stock outstanding as of February 28, 2003 was
12,234,788.
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EXPLANATORY NOTE
The Toro Company is filing this Amendment to its quarterly report on Form 10-Q
for the quarter ended January 31, 2003, as filed with the Securities and
Exchange Commission on March 13, 2003, in order to correct the omission of the
audited balance sheet information as of end of the fiscal year ended October 31,
2002 contained in the Condensed Consolidated Balance Sheets and Notes to
Condensed Consolidated Financial Statements included in Part I, Item 1,
Financial Statements. The company is also updating Part II, Item 6, Exhibits and
Reports on Form 8-K. No other item or part of the company's quarterly report on
Form 10-Q for the quarter ended January 31, 2003 as previously filed is affected
by this amendment.
In connection with the filing of this Amendment and pursuant to Rule 12b-15 of
the Securities Exchange Act of 1934, as amended, the complete text of Item 1 of
Part I and Item 6 of Part II, as amended, is set forth herein. In addition, in
connection with the filing of this Amendment and pursuant to Rule 12b-15, the
company is including certain currently dated certifications. The remainder of
the company's quarterly report on Form 10-Q is unchanged and is not reproduced
in this Amendment. This report speaks as of the original filing date of the
quarterly report on Form 10-Q and, except as indicated, has not been updated to
reflect events and transactions occurring subsequent to the original filing
date.
THE TORO COMPANY
INDEX TO FORM 10-Q/A
Page Number
-----------
PART I. FINANCIAL INFORMATION:
ITEM 1. Financial Statements
Condensed Consolidated Statements of Operations (Unaudited) -
Three Months Ended January 31, 2003 and February 1, 2002.................................................3
Condensed Consolidated Balance Sheets (Unaudited) -
January 31, 2003, February 1, 2002, and October 31, 2002.................................................4
Condensed Consolidated Statements of Cash Flows (Unaudited) -
Three Months Ended January 31, 2003 and February 1, 2002.................................................5
Notes to Condensed Consolidated Financial Statements (Unaudited)..........................................6-10
PART II. OTHER INFORMATION:
ITEM 6. Exhibits and Reports on Form 8-K............................................................................11
Signatures and Certifications............................................................................12-14
PART I. ITEM 1. FINANCIAL INFORMATION
THE TORO COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(DOLLARS AND SHARES IN THOUSANDS, EXCEPT PER-SHARE DATA)
Three Months Ended
-----------------------------------------------
January 31, February 1,
2003 2002
-------------------- -------------------
Net sales.........................................................................$ 295,962 $ 277,915
Cost of sales..................................................................... 190,381 182,608
-------------------- -------------------
Gross profit.................................................................. 105,581 95,307
Selling, general, and administrative expense...................................... 95,864 89,012
Restructuring and other expense................................................... - 9,953
-------------------- -------------------
Earnings (loss) from operations............................................... 9,717 (3,658)
Interest expense.................................................................. (4,092) (5,320)
Other income, net................................................................. 4,795 1,334
-------------------- -------------------
Earnings (loss) before income taxes and cumulative effect of change
in accounting principle................................................... 10,420 (7,644)
(Provision) benefit for income taxes.............................................. (3,439) 2,523
-------------------- -------------------
Net earnings (loss) before cumulative effect of change in
accounting principle...................................................... 6,981 (5,121)
Cumulative effect of change in accounting principle, net of
income tax benefit of $509...................................................... - (24,614)
-------------------- -------------------
Net earnings (loss).......................................................$ 6,981 $ (29,735)
==================== ===================
Basic net earnings (loss) per share of common stock, before
cumulative effect of change in accounting principle.............................$ 0.56 $ (0.41)
Cumulative effect of change in accounting principle, net of
income tax benefit.............................................................. - (1.97)
-------------------- -------------------
Basic net earnings (loss) per share of common stock...............................$ 0.56 $ (2.38)
==================== ===================
Diluted net earnings (loss) per share of common stock, before
cumulative effect of change in accounting principle.............................$ 0.54 $ (0.41)
Cumulative effect of change in accounting principle, net of
income tax benefit.............................................................. - (1.97)
-------------------- -------------------
Diluted net earnings (loss) per share of common stock.............................$ 0.54 $ (2.38)
==================== ===================
Weighted average number of shares of common stock outstanding -
Basic......................................................................... 12,461 12,500
Weighted average number of shares of common stock outstanding -
Dilutive...................................................................... 12,922 12,500
See accompanying notes to condensed consolidated financial statements.
3
THE TORO COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER-SHARE DATA)
January 31, February 1, October 31,
2003 2002 2002
----------- ----------- -----------
ASSETS
Cash and cash equivalents ...................................................... $ 87 $ 46 $ 62,816
Receivables, net ............................................................... 311,892 302,189 255,739
Inventories, net ............................................................... 267,376 274,524 224,367
Prepaid expenses and other current assets ...................................... 11,689 17,415 10,497
Deferred income taxes .......................................................... 39,474 34,261 38,722
--------- --------- ---------
Total current assets ................................................... 630,518 628,435 592,141
--------- --------- ---------
Property, plant, and equipment ................................................. 449,040 410,387 440,714
Less accumulated depreciation .......................................... 289,566 265,942 283,935
--------- --------- ---------
159,474 144,445 156,779
Deferred income taxes .......................................................... 4,196 9,721 4,196
Other assets ................................................................... 14,253 14,794 13,264
Goodwill ....................................................................... 77,891 77,805 77,855
Other intangible assets ........................................................ 1,769 2,347 1,905
--------- --------- ---------
Total assets ........................................................... $ 888,101 $ 877,547 $ 846,140
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current portion of long-term debt .............................................. $ 15,846 $ 513 $ 15,825
Short-term debt ................................................................ 25,024 113,938 1,156
Accounts payable ............................................................... 90,397 75,656 86,180
Accrued liabilities ............................................................ 194,917 172,744 190,589
--------- --------- ---------
Total current liabilities .............................................. 326,184 362,851 293,750
--------- --------- ---------
Long-term debt, less current portion ........................................... 178,724 194,553 178,756
Other long-term liabilities .................................................... 8,259 7,091 8,344
Stockholders' equity:
Preferred stock, par value $1.00 per share, authorized 1,000,000
voting and 850,000 non-voting shares, none issued and outstanding ........ - - -
Common stock par value $1.00 per share, authorized 35,000,000 shares, issued
and outstanding 12,218,531 shares as of January 31, 2003 (net of 1,289,524
treasury shares), 12,278,570 shares as of February 1, 2002 (net of
1,229,485 treasury shares), and 12,171,237 shares as of October 31, 2002
(net of 1,336,818 treasury shares) ....................................... 12,219 12,279 12,171
Additional paid-in capital .................................................. 28,083 32,208 23,364
Retained earnings ........................................................... 347,845 281,831 342,358
Accumulated comprehensive loss .............................................. (13,213) (13,266) (12,603)
--------- --------- ---------
Total stockholders' equity ............................................. 374,934 313,052 365,290
--------- --------- ---------
Total liabilities and stockholders' equity ............................. $ 888,101 $ 877,547 $ 846,140
========= ========= =========
See accompanying notes to condensed consolidated financial statements.
4
THE TORO COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(DOLLARS IN THOUSANDS)
Three Months Ended
----------------------------------------------
January 31, February 1,
2003 2002
------------------- -------------------
Cash flows from operating activities:
Net earnings (loss)............................................................$ 6,981 $ (29,735)
Adjustments to reconcile net earnings (loss) to net cash
used in operating activities:
Cumulative effect of change in accounting principle......................... - 24,614
Non-cash asset impairment write-off......................................... - 4,163
Provision for depreciation and amortization................................. 7,310 7,336
Gain on disposal of property, plant, and equipment.......................... (4) (10)
Increase in deferred income taxes........................................... (752) (334)
Changes in operating assets and liabilities:
Receivables, net....................................................... (52,399) (30,512)
Inventories, net....................................................... (48,213) (39,863)
Prepaid expenses and other current assets.............................. (1,322) (6,209)
Accounts payable and accrued liabilities............................... 13,257 (7,846)
------------------- -------------------
Net cash used in operating activities.............................. (75,142) (78,396)
------------------- -------------------
Cash flows from investing activities:
Purchases of property, plant, and equipment................................. (11,451) (9,245)
Proceeds from asset disposals............................................... 31 62
Decrease in investment in affiliates........................................ 1,000 -
Increase in other assets.................................................... (2,147) (2,426)
Proceeds from sale of business.............................................. 1,016 -
------------------- -------------------
Net cash used in investing activities.............................. (11,551) (11,609)
------------------- -------------------
Cash flows from financing activities:
Increase in short-term debt................................................. 23,868 79,525
Repayments of long-term debt................................................ (11) (12)
Decrease in other long-term liabilities..................................... (85) (57)
Proceeds from exercise of stock options..................................... 1,693 661
Purchases of common stock................................................... (598) (1,415)
Dividends on common stock................................................... (1,495) (1,501)
------------------- -------------------
Net cash provided by financing activities.......................... 23,372 77,201
------------------- -------------------
Foreign currency translation adjustment........................................ 592 (26)
------------------- -------------------
Net decrease in cash and cash equivalents...................................... (62,729) (12,830)
Cash and cash equivalents as of the beginning of the period.................... 62,816 12,876
------------------- -------------------
Cash and cash equivalents as of the end of the period..........................$ 87 $ 46
=================== ===================
See accompanying notes to condensed consolidated financial statements.
5
THE TORO COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JANUARY 31, 2003
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not include all
the information and notes required by accounting principles generally accepted
in the United States of America for complete financial statements. Unless the
context indicates otherwise, the terms "company" and "Toro" refer to The Toro
Company and its subsidiaries. In the opinion of management, the unaudited
condensed consolidated financial statements include all adjustments, consisting
primarily of recurring accruals, considered necessary for a fair presentation of
the financial position and the results of operations. Since the company's
business is seasonal, operating results for the three months ended January 31,
2003 cannot be annualized to determine the expected results for the fiscal year
ending October 31, 2003. Certain amounts from prior period's financial
statements have been reclassified to conform to this period's presentation.
The company's fiscal year ends on October 31, and quarterly results are reported
based on three month periods that generally end on the Friday closest to the
quarter end. For comparative purposes, however; the company's second and third
quarters always include exactly 13 weeks of results so that the quarter end date
for these two quarters is not necessarily the Friday closest to the quarter end.
For further information, refer to the consolidated financial statements and
notes included in the company's Annual Report on Form 10-K for the fiscal year
ended October 31, 2002. The policies described in that report are used for
preparing quarterly reports.
Accounting Policies
In preparing the consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America, management must
make decisions which impact the reported amounts and the related disclosures.
Such decisions include the selection of the appropriate accounting principles to
be applied and the assumptions on which to base accounting estimates. In
reaching such decisions, management applies judgments based on its understanding
and analysis of the relevant circumstances, historical experience, and actuarial
valuations. Actual amounts could differ from those estimated at the time the
consolidated financial statements are prepared. Note 1 to the consolidated
financial statements in the company's Annual Report on Form 10-K provides a
summary of the significant accounting policies followed in the preparation of
the financial statements. Other footnotes in the company's Annual Report on Form
10-K describe various elements of the financial statements and the assumptions
made in determining specific amounts.
Inventories
Inventories are valued at the lower of cost or net realizable value, with cost
determined by the last-in, first-out (LIFO) method for most inventories.
Inventories were as follows:
(Dollars in thousands) January 31, February 1, October 31,
2003 2002 2002
------------- ------------- --------------
Raw materials and work in process....................$ 74,834 $ 69,335 $ 68,296
Finished goods and service parts..................... 233,973 250,678 198,860
------------- ------------- --------------
308,807 320,013 267,156
Less: LIFO........................................... 26,903 29,264 26,903
Other reserves....................................... 14,528 16,225 15,886
------------- ------------- --------------
Total.............................................$ 267,376 $ 274,524 $ 224,367
============= ============= ==============
6
Restructuring and Other Expense
In fiscal 2002, the company announced plans to close its Riverside, California
manufacturing operations and its Evansville, Indiana and Madera, California
manufacturing facilities. Approximately 550 job positions and related staff
reductions will be lost in connection with closing these operations. As of
January 31, 2003, of the 550 job position reductions, 441 have been eliminated.
In addition, the company will incur ongoing costs after the facilities are
closed and until they are sold, which is captioned in "other" below. These
actions are part of Toro's overall long-term strategy to reduce production costs
and improve long-term competitiveness. The company also incurred a charge for
asset impairment related to write-downs of patents and non-compete agreements
during the first quarter of fiscal 2002.
The following is an analysis of the company's restructuring and other expense
reserve accounts:
(Dollars in thousands) Severance
& Benefits Other Total
------------- ------------- -----------
Balance as of October 31, 2002..............................$ 1,865 $ 872 $ 2,737
Utilization................................................. 1,331 25 1,356
------------- ------------- -----------
Balance as of January 31, 2003..............................$ 534 $ 847 $ 1,381
============= ============= ===========
The company expects a majority of the remaining accruals to be utilized during
fiscal 2003.
Comprehensive Income (Loss)
Comprehensive income (loss) and the components of other comprehensive income
(loss) for the three months ended were as follows:
Three Months Ended
---------------------------------
(Dollars in thousands) January 31, February 1,
2003 2002
------------- -------------
Net earnings (loss)...................................$ 6,981 $ (29,735)
Other comprehensive income (loss):
Cumulative translation adjustments................. 592 (26)
Unrealized loss on derivative instruments.......... (1,202) (252)
------------- -------------
Comprehensive income (loss)...........................$ 6,371 $ (30,013)
============= =============
Per Share Data
Reconciliations of basic and dilutive weighted average shares of common stock
outstanding are as follows:
(Shares in thousands) January 31, February 1,
Basic 2003 2002
- ----- ------------- -------------
Weighted average number of shares of common
stock outstanding.................................... 12,440 12,470
Assumed issuance of contingent shares ...................... 21 30
------------- -------------
Weighted average number of shares of common stock
and assumed issuance of contingent shares............ 12,461 12,500
============= =============
Dilutive
- --------
Weighted average number of shares of common stock
and assumed issuance of contingent shares............ 12,461 12,500
Assumed conversion of stock options......................... 461 -
------------- -------------
Weighted average number of shares of common stock,
assumed issuance of contingent shares, and
assumed conversion of stock options.................. 12,922 12,500
============= =============
7
Segment Data
The presentation of segment information reflects the manner in which management
organizes segments for making operating decisions and assessing performance. On
this basis, the company has determined it has three reportable business
segments: Professional, Residential, and Distribution. The other segment
consists of corporate activities, including corporate financing activities and
elimination of intersegment revenues and expenses.
The following table shows the summarized financial information concerning the
company's reportable segments:
(Dollars in thousands)
Three months ended January 31, 2003 Professional(1) Residential Distribution Other Total
- ----------------------------------- ------------ ----------- ------------ ----- -----
Net sales ........................... $ 193,444 $ 94,665 $ 18,600 $ (10,747) $ 295,962
Intersegment gross sales ............ 12,044 843 - (12,887) -
Earnings (loss) before income taxes . 27,756 8,661 (3,358) (22,639) 10,420
Total assets ........................ 449,869 193,068 36,158 209,006 888,101
Three months ended February 1, 2002
- -----------------------------------
Net sales ........................... $ 175,765 $ 92,216 $ 24,229 $ (14,295) $ 277,915
Intersegment gross sales ............ 15,667 1,250 - (16,917) -
Earnings (loss) before income taxes
and accounting change ............. 9,080 7,706 (2,087) (22,343) (7,644)
Total assets ........................ 448,704 170,099 53,978 204,766 877,547
(1) Includes restructuring and other expense of $10.0 million in fiscal 2002.
The following table presents the details of the other segment earnings (loss)
before income taxes:
Three Months Ended
----------------------------------
(Dollars in thousands) January 31, February 1,
2003 2002
---------- ----------
Corporate expenses............................................$ (23,757) $ (21,249)
Finance charge revenue........................................ 848 1,068
Elimination of corporate financing expense.................... 2,332 2,615
Interest expense, net......................................... (4,092) (5,320)
Other income.................................................. 2,030 543
---------- ----------
Total.........................................................$ (22,639) $ (22,343)
========== ==========
Goodwill
The changes in the net carrying amount of goodwill for the first quarter of
fiscal 2003 were as follows:
(Dollars in thousands) Professional Residential
Segment Segment Total
------------- ------------- --------------
Balance as of October 31, 2002.......................$ 68,942 $ 8,913 $ 77,855
Translation adjustment............................... 10 26 36
------------- ------------- --------------
Balance as of January 31, 2003.......................$ 68,952 $ 8,939 $ 77,891
============= ============= ==============
8
Other Intangible Assets
The components of other amortizable intangible assets were as follows:
January 31, 2003 October 31, 2002
---------------------------------- ------------------------------------
(Dollars in thousands) Gross Carrying Accumulated Gross Carrying Accumulated
Amount Amortization Amount Amortization
------------ ------------ -------------- ------------
Patents..............................................$ 6,104 $(4,688) $6,104 $(4,609)
Non-compete agreements............................... 800 (447) 800 (405)
Other................................................ 800 (800) 800 (785)
---------- ------- ------ -------
Total................................................$ 7,704 $(5,935) $7,704 $(5,799)
========== ======= ====== =======
Total other intangible assets, net...................$ 1,769 $1,905
========== ======
Amortization expense for intangible assets during the first quarter of fiscal
2003 was $136,000. Estimated amortization expense for the remainder of fiscal
2003 and succeeding fiscal years is as follows: 2003 (remainder), $343,000;
2004, $357,000; 2005, $337,000; 2006, $337,000; 2007, $182,000; 2008, $131,000
and after 2008, $82,000.
Warranty Guarantees
The company's products are warranted to the end-user to ensure end-user
confidence in design, workmanship, and overall quality. Warranty lengths vary by
product line, ranging from a period of six months to seven years, and cover
parts, labor, and other expenses for non-maintenance repairs, provided operator
abuse, improper use, or negligence did not necessitate the repair. An authorized
distributor or dealer must perform warranty work and submit claims for warranty
reimbursement, which the company pays as long as the repairs meet prescribed
standards. Warranty expense is accrued at the time of sale based on historical
claims experience by individual product lines. Special warranty reserves are
also accrued for special rework campaigns for known major product modifications.
The company also offers additional warranty coverage on select products when the
factory warranty period expires.
Warranty provisions, claims, and changes in estimates for the three-month
periods ended were as follows:
(Dollars in Thousands) Beginning Warranty Warranty Changes in Ending
Three Months Ended Balance Provisions Claims Estimates Balance
- ----------------------------------------------------------------------------------------------------------------------------
January 31, 2003 $53,590 $7,784 $ (9,243) $811 $52,942
February 1, 2002 $57,882 $7,097 $ (11,173) $252 $54,058
9
Derivative Instruments and Hedging Activities
The company uses derivative instruments to assist in the management of exposure
to currency exchange rates. Toro uses derivatives only in an attempt to limit
underlying exposure to currency fluctuations, and not for trading purposes. The
company documents all relations between hedging instruments and the hedged
items, as well as its risk-management objective and strategy for undertaking
various hedge transactions. The company assesses, both at the hedge's inception
and on an ongoing basis, whether the derivatives that are used in hedging
transactions are highly effective in offsetting changes in cash flows of the
hedged item.
The company enters into foreign currency exchange contracts to hedge the risk
from forecasted settlement in local currencies of trade sales and purchases.
These contracts are designated as cash flow hedges with the fair value recorded
in accumulated comprehensive income (loss) and as a hedge asset or liability in
prepaid expenses or accrued liabilities, as applicable. Once the forecasted
transaction has been recognized as a sale or inventory purchase and a related
asset or liability recorded in the balance sheet, the related fair value of the
derivative hedge contract is reclassified from accumulated other comprehensive
income (loss) into earnings. During the quarter ended January 31, 2003, the
amount of losses reclassified to earnings for such cash flow hedges was $1.0
million. As of January 31, 2003, the amount of such contracts outstanding was
$66.1 million. The unrecognized after-tax loss portion of the fair value of the
contracts recorded in accumulated comprehensive loss as of January 31, 2003 was
$1.6 million.
The company also enters into other foreign currency exchange contracts. These
contracts are intended to hedge intercompany financing transactions and other
activities that are not subject to the accounting criteria of Statement of
Financial Accounting Standard (SFAS) No. 133; therefore, changes in fair value
of these instruments are recorded in other income, net.
New Accounting Pronouncements
SFAS No. 143, "Accounting for Asset Retirement Obligations" addresses the
diverse accounting practices for obligations associated with the retirement of
tangible long-lived assets and the associated asset retirement costs. The
company adopted this standard on November 1, 2002, which did not have a material
impact on the company's financial statements.
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets"
establishes a single accounting model for the impairment or disposal of
long-lived assets. The company adopted this standard on November 1, 2002, which
did not have a material impact on the company's financial statements.
SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities"
requires that a liability for a cost associated with an exit or disposal
activity be recognized when the liability is incurred. This statement also
establishes that fair value is the objective for initial measurement of the
liability. The company will apply the provisions of SFAS No. 146 for exit or
disposal activities initiated after December 31, 2002, as required.
In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others." This interpretation elaborates disclosure requirements
for obligations by a guarantor under certain guarantees. This interpretation
also requires a guarantor to recognize, at the inception of a guarantee, a
liability for the fair value of an obligation undertaken in issuing a guarantee.
The company will apply the initial recognition and measurement provisions of
Interpretation No. 45 to guarantees issued or modified after December 31, 2002,
as required. The company has adopted the disclosure requirements in this
Interpretation during the first quarter of fiscal 2003, as required.
10
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3(i) and 4(a) Restated Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 3(i) and 4(a) to
Registrant's Annual Report on Form 10-K for the fiscal
year ended October 31, 2001).
3(ii) and 4(b) Bylaws of Registrant (incorporated by reference to
Exhibit 3(ii) and 4(d) to Registrant's Quarterly
Report on Form 10-Q for the quarter ended August 3,
2001).
4(c) Specimen form of Common Stock certificate
(incorporated by reference to Exhibit 4(c) to
Registrant's Registration Statement on Form S-8,
Registration No. 2-94417).
4(d) Rights Agreement dated as of May 20, 1998, between
Registrant and Wells Fargo Bank Minnesota, National
Association relating to rights to purchase Series B
Junior Participating Voting Preferred Stock, as
amended (incorporated by reference to Registrant's
Current Report on Form 8-K dated May 27, 1998,
Commission File No. 1-8649).
4(e) Indenture dated as of January 31, 1997, between
Registrant and First National Trust Association, as
Trustee, relating to the Registrant's 7.125% Notes due
June 15, 2007 and its 7.80% Debentures due June 15,
2027 (incorporated by reference to Exhibit 4(a) to
Registrant's Current Report on Form 8-K for June 24,
1997, Commission File No. 1-8649).
99(a) Section 906 Certification of Chief Executive Officer.
99(b) Section 906 Certification of Chief Financial Officer.
(b) Reports on Form 8-K
None.
11
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 hereunto duly authorized.
THE TORO COMPANY
(Registrant)
Date: June 3, 2003 By /s/ Stephen P. Wolfe
--------------------
Stephen P. Wolfe
Vice President Finance,
Treasurer and Chief Financial Officer
(duly authorized officer and principal
financial officer)
12
CERTIFICATIONS
I, Kendrick B. Melrose, certify that:
1. I have reviewed this quarterly report on Form 10-Q/A of The Toro Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: June 3, 2003
/s/ Kendrick B. Melrose
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Kendrick B. Melrose
Chairman and Chief Executive Officer
(Principal Executive Officer)
13
I, Stephen P. Wolfe, certify that:
1. I have reviewed this quarterly report on Form 10-Q/A of The Toro Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: June 3, 2003
/s/ Stephen P. Wolfe
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Stephen P. Wolfe
Vice President, Finance
Treasurer and Chief Financial Officer
(Principal Financial Officer)
14