UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C.  20549

 

FORM 10-Q

(Mark One)

x             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 1, 2006

OR

o               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 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

  X  

Accelerated filer

       

 

Non-accelerated filer

       

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes       No   X 

 

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

 

October 27, 2006

COMMON STOCK, par value $0.01 per share

 

49,382,057 Shares

 

 




 

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

INDEX

Page No.

 

 

 

 

 

PART I – FINANCIAL INFORMATION

 

 

 

 

 

 

 

Item 1.

Financial Statements

 

 

 

 

 

 

 

 

Consolidated Condensed Balance Sheets – October 1, 2006 and July 2, 2006

 

3

 

 

 

 

 

 

Consolidated Condensed Statements of Income – Three Months Ended October 1, 2006 and
October 2, 2005

 

5

 

 

 

 

 

 

Consolidated Condensed Statements of Cash Flows – Three Months Ended October 1, 2006 and
October 2, 2005

 

6

 

 

 

 

 

 

Notes to Consolidated Condensed Financial Statements

 

7

 

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

18

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

21

 

 

 

 

 

Item 4.

Controls and Procedures

 

21

 

 

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

23

 

 

 

 

 

Item 1A.

Risk Factors

 

23

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

23

 

 

 

 

 

Item 4.

Submission of Matters to a Vote of Security Holders

 

23

 

 

 

 

 

Item 5.

Other Information

 

24

 

 

 

 

 

Item 6.

Exhibits

 

25

 

 

 

 

 

Signatures

 

26

 

 

 

 

 

Exhibit Index

 

27

 

 

2




 

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands)

ASSETS

 

October 1,

 

July 2,

 

 

 

2006

 

2006

 

 

 

(Unaudited)

 

 

 

CURRENT ASSETS:

 

 

 

 

 

Cash and cash equivalents

 

$

44,170

 

$

95,091

 

Accounts receivable, net

 

227,892

 

273,502

 

Inventories -

 

 

 

 

 

Finished products and parts

 

500,283

 

364,711

 

Work in process

 

196,192

 

188,358

 

Raw materials

 

9,887

 

8,946

 

Total inventories

 

706,362

 

562,015

 

Deferred income tax asset

 

61,064

 

58,024

 

Prepaid expenses and other current assets

 

25,532

 

43,020

 

Total current assets

 

1,065,020

 

1,031,652

 

 

 

 

 

 

 

OTHER ASSETS:

 

 

 

 

 

Goodwill

 

251,885

 

251,885

 

Prepaid pension

 

76,650

 

75,789

 

Investments

 

46,474

 

48,917

 

Deferred loan costs, net

 

4,014

 

4,308

 

Other intangible assets, net

 

93,985

 

94,596

 

Other long-term assets, net

 

7,283

 

6,765

 

Total other assets

 

480,291

 

482,260

 

 

 

 

 

 

 

PLANT AND EQUIPMENT:

 

 

 

 

 

Cost

 

1,017,983

 

1,008,164

 

Less - accumulated depreciation

 

591,220

 

577,876

 

Total plant and equipment, net

 

426,763

 

430,288

 

 

 

$

1,972,074

 

$

1,944,200

 

 

The accompanying notes are an integral part of these statements.

3




 

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS (Continued)
(In thousands, except per share data)

LIABILITIES & SHAREHOLDERS’ INVESTMENT

 

October 1,

 

July 2,

 

 

 

2006

 

2006

 

 

 

(Unaudited)

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

Accounts payable

 

$

152,984

 

$

161,291

 

Accrued liabilities

 

160,618

 

178,381

 

Dividends payable

 

11,267

 

-

 

Current maturity on long-term debt

 

81,015

 

-

 

Short-term debt

 

121,852

 

3,474

 

Total current liabilities

 

527,736

 

343,146

 

 

 

 

 

 

 

OTHER LIABILITIES:

 

 

 

 

 

Long-term debt

 

302,490

 

383,324

 

Deferred income tax liability

 

101,965

 

102,862

 

Accrued pension cost

 

26,091

 

25,587

 

Accrued employee benefits

 

16,391

 

16,267

 

Accrued postretirement health care obligation

 

83,272

 

84,136

 

Other long-term liabilities

 

1,512

 

1,672

 

Total other liabilities

 

531,721

 

613,848

 

 

 

 

 

 

 

 SHAREHOLDERS’ INVESTMENT:

 

 

 

 

 

Common stock -

 

 

 

 

 

Authorized 120,000 shares, $.01 par value, issued 57,854 shares

 

579

 

579

 

Additional paid-in capital

 

67,684

 

65,126

 

Retained earnings

 

1,057,123

 

1,086,397

 

Accumulated other comprehensive income

 

4,231

 

4,960

 

Treasury stock at cost, 8,345 and 6,654 shares, respectively

 

(217,000

)

(169,856

)

Total shareholders’ investment

 

912,617

 

987,206

 

 

 

$

1,972,074

 

$

1,944,200

 

 

The accompanying notes are an integral part of these statements.

4




 

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)

 

 

Three Months Ended

 

 

October 1,

 

October 2,

 

 

 

2006

 

2005

 

 

 

 

 

 

 

NET SALES

 

$

338,249

 

$

511,709

 

 

 

 

 

 

 

COST OF GOODS SOLD

 

293,887

 

430,401

 

 

 

 

 

 

 

Gross profit on sales

 

44,362

 

81,308

 

 

 

 

 

 

 

ENGINEERING, SELLING, GENERAL AND

 

 

 

 

 

ADMINISTRATIVE EXPENSES

 

66,321

 

70,277

 

 

 

 

 

 

 

Income (loss) from operations

 

(21,959

)

11,031

 

 

 

 

 

 

 

INTEREST EXPENSE

 

(9,037

)

(10,028

)

 

 

 

 

 

 

OTHER INCOME, net

 

3,457

 

6,264

 

 

 

 

 

 

 

Income (Loss) before provision (credit) for income taxes

 

(27,539

)

7,267

 

 

 

 

 

 

 

PROVISION (CREDIT) FOR INCOME TAXES

 

(9,501

)

2,540

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

$

(18,038

)

$

4,727

 

 

 

 

 

 

 

EARNINGS PER SHARE DATA -

 

 

 

 

 

 

 

 

 

 

 

Average shares outstanding

 

50,583

 

51,695

 

 

 

 

 

 

 

Basic earnings (loss) per share

 

$

(0.36

)

$

0.09

 

 

 

 

 

 

 

Diluted average shares outstanding

 

50,583

 

52,053

 

 

 

 

 

 

 

Diluted earnings (loss) per share

 

$

(0.36

)

$

0.09

 

 

 

 

 

 

 

CASH DIVIDENDS PER SHARE

 

$

0.22

 

$

0.22

 

 

The accompanying notes are an integral part of these statements.

5




 

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

 

Three Months Ended

 

 

October 1,

 

October 2,

 

 

 

2006

 

2005

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net income (loss)

 

$

(18,038

)

$

4,727

 

Adjustments to reconcile net income (loss) to net cash used in operating activities:

 

 

 

 

 

Depreciation and amortization

 

18,154

 

19,424

 

Earnings of unconsolidated affiliates, net of dividends

 

2,806

 

2,494

 

Loss (Gain) on disposition of plant and equipment

 

37

 

(6,156

)

Provision for deferred income taxes

 

(3,937

)

(7,746

)

Stock compensation expense

 

2,819

 

2,096

 

Change in operating assets and liabilities:

 

 

 

 

 

Decrease in receivables

 

45,610

 

17,136

 

Increase in inventories

 

(144,347

)

(102,980

)

Decrease (Increase) in prepaid expenses and other current assets

 

10,785

 

(5,450

)

(Increase) Decrease in prepaid/accrued pension

 

(357

)

2,862

 

Decrease in accounts payable, accrued liabilities, and income taxes

 

(20,397

)

(7,355

)

Other, net

 

(1,364

)

(4,186

)

Net cash used in operating activities

 

(108,229

)

(85,134

)

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Additions to plant and equipment

 

(13,844

)

(16,317

)

Proceeds received on sale of plant and equipment

 

262

 

10,474

 

Refund of cash paid for acquisition

 

-

 

6,347

 

Net cash (used in) provided by investing activities

 

(13,582

)

504

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Net borrowings on loans and notes payable

 

118,378

 

4,278

 

Stock option proceeds and tax benefits

 

750

 

2,418

 

Treasury stock purchases

 

(48,232

)

-

 

Net cash provided by financing activities

 

70,896

 

6,696

 

 

 

 

 

 

 

EFFECT OF FOREIGN CURRENCY EXCHANGE RATE

 

 

 

 

 

CHANGES ON CASH AND CASH EQUIVALENTS

 

(6

)

928

 

 

 

 

 

 

 

NET DECREASE IN CASH AND CASH EQUIVALENTS

 

(50,921

)

(77,006

)

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, beginning

 

95,091

 

161,573

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, ending

 

$

44,170

 

$

84,567

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

 

 

 

 

Interest paid

 

$

15,988

 

$

17,258

 

Income taxes paid

 

$

644

 

$

1,778

 

 

The accompanying notes are an integral part of these statements.

6




 

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

General Information

The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the U.S.  However, in the opinion of Briggs & Stratton Corporation, adequate disclosures have been presented to make the information not misleading, and all adjustments necessary to present fair statements of the results of operations and financial position have been included.  All of these adjustments are of a normal recurring nature.  These consolidated condensed financial statements should be read in conjunction with the financial statements and the notes thereto which were included in our latest Annual Report on Form 10-K.

Common Stock

Briggs & Stratton repurchased 1,733,200 shares at a total cost of $48.2 million during the three months ended October 1, 2006.  No shares were repurchased in the same period a year ago.  The timing and amount of future repurchases will be dependent upon the market price of the stock and certain governing loan covenants.

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.

Shares outstanding used to compute diluted earnings per share for the quarter ended October 1, 2006 excluded approximately 157,000 shares of restricted and deferred stock and outstanding options to purchase approximately 3,467,000 shares of common stock as their inclusion would have been anti-dilutive.  In the prior fiscal year, outstanding options to purchase approximately 1,504,000 shares of common stock were excluded from the computation of diluted earnings per share for the quarter ended October 2, 2005 because their inclusion would have been anti-dilutive.

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

 

 

Three Months Ended

 

 

 

 

 

October 1,

 

October 2,

 

 

 

 

 

 

 

2006

 

2005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(18,038

)

$

4,727

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average shares of common stock outstanding

 

50,583

 

51,695

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Incremental common shares applicable to common stock
options based on the common stock average market price
during the period

 

-

 

322

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Incremental common shares applicable to restricted common stock based on the common stock average market price during
the period

 

-

 

36

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted average shares of common stock outstanding

 

50,583

 

52,053

 

 

 

 

 

 

7




BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

Comprehensive Income

Comprehensive income is a more inclusive financial reporting method that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income.  Comprehensive income is defined as net income and other changes in shareholders’ investment from transactions and events other than with shareholders.  Total comprehensive income (loss) is as follows (in thousands):

 

Three Months Ended

 

 

 

 

 

October 1,

 

October 2,

 

 

 

 

 

 

 

2006

 

2005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(18,038

)

$

4,727

 

 

 

 

 

Cumulative translation adjustments

 

461

 

820

 

 

 

 

 

Unrealized gain (loss) on derivative instruments

 

(1,190

)

5,827

 

 

 

 

 

Total comprehensive income (loss)

 

$

(18,767

)

$

11,374

 

 

 

 

 

 

The components of Accumulated Other Comprehensive Income are as follows (in thousands):

 

 

October 1,

 

July 2,

 

 

 

 

 

 

 

2006

 

2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative translation adjustments

 

$

7,985

 

$

7,524

 

 

 

 

 

Unrealized loss on derivative instruments

 

(1,526

)

(336

)

 

 

 

 

Minimum pension liability adjustment

 

(2,228

)

(2,228

)

 

 

 

 

Accumulated other comprehensive income

 

$

4,231

 

$

4,960

 

 

 

 

 

 

Derivatives

Derivatives are recorded on the balance sheet as assets or liabilities, measured at fair value.  Briggs & Stratton enters into derivative contracts designated as cash flow hedges to manage its foreign currency exposures.  These instruments generally do not have a maturity of more than twelve months.

Changes in the fair value of cash flow hedges are recorded on the Consolidated Condensed Statements of Income or as a component of Accumulated Other Comprehensive Income.  The amounts included in Accumulated Other Comprehensive Income will be reclassified into income when the forecasted transactions occur, generally within the next twelve months.  These forecasted transactions represent the exporting of products for which Briggs & Stratton will receive foreign currency and the importing of products for which it will be required to pay in a foreign currency.  Changes in the fair value of all derivatives deemed to be ineffective are recorded as either income or expense in the accompanying Consolidated Condensed Statements of Income.

Briggs & Stratton manages its exposure to fluctuation in the cost of natural gas used by its operating facilities through participation in a third party managed dollar cost averaging program linked to NYMEX futures.  As a participant in the program, Briggs & Stratton hedges a minimum of 50% of its anticipated monthly natural gas usage along with a pool of other companies.  Briggs & Stratton does not hold any actual futures contracts and actual delivery of natural gas is not required of the participants in the program.  Cash settlements occur on a monthly basis based on the difference between the average dollar price of the underlying NYMEX futures held by the third party and the actual price of natural gas paid by Briggs & Stratton in the

8




 

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

period. The fair value of the underlying NYMEX futures is reflected as an asset or liability on the accompanying Consolidated Condensed Balance Sheets.  Changes in fair value are reflected as a Component of Accumulated Other Comprehensive Income, which are reclassified into the income statement as the monthly cash settlements occur and actual natural gas is consumed.

Reduction in Force

Briggs & Stratton recorded an expense of approximately $4.1 million associated with a worldwide employee reduction during the fiscal year ended July 2, 2006. The amount recorded represented expected expenditures for severance and other related employee separation costs associated with the reduction. As of the quarter ended October 1, 2006, no reserve remained.

9




 

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

Segment and Geographic Information

Briggs & Stratton operates two reportable business segments that are managed separately based on fundamental differences in their operations.  Summarized segment data is as follows (in thousands):

 

Three Months Ended

 

 

 

 

 

October 1,

 

October 2,

 

 

 

 

 

 

 

2006

 

2005

 

 

 

 

 

NET SALES:

 

 

 

 

 

 

 

 

 

Engines

 

$

189,596

 

$

285,429

 

 

 

 

 

Power Products

 

186,887

 

300,607

 

 

 

 

 

Inter-Segment Eliminations

 

(38,234

)

(74,327

)

 

 

 

 

Total

 

$

338,249

 

$

511,709

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

International Sales (included in above)

 

 

 

 

 

 

 

 

 

Engines

 

$

77,619

 

$

93,301

 

 

 

 

 

Power Products

 

33,793

 

22,236

 

 

 

 

 

Total

 

$

111,412

 

$

115,537

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT ON SALES:

 

 

 

 

 

 

 

 

 

Engines

 

$

24,699

 

$

59,684

 

 

 

 

 

Power Products

 

20,253

 

19,504

 

 

 

 

 

Inter-Segment Eliminations

 

(590

)

2,120

 

 

 

 

 

Total

 

$

44,362

 

$

81,308

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) FROM OPERATIONS:

 

 

 

 

 

 

 

 

 

Engines

 

$

(24,122

)

$

8,767

 

 

 

 

 

Power Products

 

2,753

 

144

 

 

 

 

 

Inter-Segment Eliminations

 

(590

)

2,120

 

 

 

 

 

Total

 

$

(21,959

)

$

11,031

 

 

 

 

 

 

Warranty

Briggs & Stratton recognizes the cost associated with its standard warranty on Engines and Power Products at the time of sale.  The amount recognized is based on historical failure rates and current claim cost experience.  The following is a reconciliation of the changes in accrued warranty costs for the reporting period (in thousands):

 

Three Months Ended

 

 

 

 

 

October 1,

 

October 2,

 

 

 

 

 

 

 

2006

 

2005

 

 

 

 

 

Beginning balance

 

$

53,233

 

$

59,625

 

 

 

 

 

Payments

 

(9,437

)

(9,436

)

 

 

 

 

Provision for current year warranties

 

8,190

 

8,609

 

 

 

 

 

Adjustments to prior years warranties

 

(1,600

)

(1,800

)

 

 

 

 

Ending balance

 

$

50,386

 

$

56,998

 

 

 

 

 

 

10




 

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

Stock Incentives

Stock based compensation is calculated by estimating the fair value of incentive stock awards granted and amortizing the estimated value over the awards’ vesting period. Stock based compensation expense was $2.8 million and $2.1 million for the quarters ended October 1, 2006 and October 2, 2005, respectively.

Pension and Postretirement Benefits

Briggs & Stratton has noncontributory, defined benefit retirement plans and postretirement plans covering certain employees.  The following tables summarize the plans’ income and expense for the periods indicated (in thousands):

 

Pension Benefits

 

Other Postretirement Benefits

 

 

 

Three Months Ended

 

Three Months Ended

 

 

 

October 1,

 

October 2,

 

October 1,

 

October 2,

 

 

 

2006

 

2005

 

2006

 

2005

 

Components of net periodic expense:

 

 

 

 

 

 

 

 

 

Service cost-benefits earned

 

$

3,352

 

$

4,022

 

$

606

 

$

876

 

Interest cost on projected benefit obligation

 

14,512

 

13,096

 

3,981

 

3,827

 

Expected return on plan assets

 

(17,010

)

(17,205

)

-

 

-

 

Amortization of:

 

 

 

 

 

 

 

 

 

Transition obligation

 

2

 

2

 

12

 

11

 

Prior service cost

 

822

 

774

 

(213

)

8

 

Actuarial loss

 

1,381

 

2,701

 

3,560

 

4,035

 

Net periodic expense

 

$

3,059

 

$

3,390

 

$

7,946

 

$

8,757

 

 

Briggs & Stratton is not required to make any contributions to the pension plans in fiscal 2007 and did not make any contributions in fiscal 2006; however, the Company expects to contribute up to $12 million in fiscal 2007 as approved by the Board of Directors.  During the first quarter of fiscal 2007, the Company contributed $3.0 million to the pension plans.

Briggs & Stratton expects to make benefit payments of approximately $1.7 million for its non-qualified pension plans during fiscal 2007.  As of October 1, 2006, Briggs & Stratton had made payments of approximately $0.4 million for its non-qualified pension plans.  Briggs & Stratton anticipates benefit payments of approximately $35.0 million for its other postretirement benefit plans during fiscal 2007.  As of October 1, 2006, Briggs & Stratton had made payments of approximately $8.7 million for its other postretirement benefit plans.

Commitments and Contingencies

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 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 Briggs & Stratton 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

11




 

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

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). The defendants subsequently 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.

 

12




BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

Financial Information of Subsidiary Guarantor of Indebtedness

In June 1997, Briggs & Stratton issued $100 million of 7.25% senior notes; in May 2001, Briggs & Stratton issued $275 million of 8.875% senior notes; and in February 2005, Briggs & Stratton issued $125 million of variable rate term notes. In addition, Briggs & Stratton has a $350 million revolving credit facility that expires in May 2009 that is used to finance seasonal working capital needs.

Under the terms of Briggs & Stratton’s 8.875% senior notes, 7.25% senior notes, variable rate term notes, and the revolving credit agreement (collectively, the “Domestic Indebtedness”), Briggs & Stratton Power Products Group, LLC and its wholly owned subsidiary, Simplicity Manufacturing, Inc., are joint and several guarantors of the Domestic Indebtedness (the “Guarantor”). The guarantees are full and unconditional guarantees. Additionally, if at any time a domestic subsidiary of Briggs & Stratton constitutes a significant domestic subsidiary, then such domestic subsidiary will also become a guarantor of the Domestic Indebtedness. Currently, all of the Domestic Indebtedness is unsecured. If Briggs & Stratton were to fail to make a payment of interest or principal on its due date, the Guarantor is obligated to pay the outstanding Domestic Indebtedness. Briggs & Stratton had the following outstanding amounts related to the guaranteed debt (in thousands):

 

October 1, 2006

 

Maximum

 

 

 

Carrying Amount

 

Guarantee

 

 

 

 

 

 

 

8.875% Senior Notes, due March 15, 2011

 

$

267,490

 

$

270,000

 

 

 

 

 

 

 

Variable Rate Term Notes, due February 11, 2008

 

$

35,000

 

$

35,000

 

 

 

 

 

 

 

7.25% Senior Notes, due September 15, 2007

 

$

81,015

 

$

81,175

 

 

 

 

 

 

 

Revolving Credit Facility, expiring May 2009

 

$

118,106

 

$

350,000

 

 

The following condensed supplemental consolidating financial information reflects the summarized financial information of Briggs & Stratton, its Guarantor and Non-Guarantor Subsidiaries (in thousands):

13




BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

BALANCE SHEET
As of October 1, 2006

 

Briggs & Stratton

 

Guarantor

 

Non-Guarantor

 

 

 

 

 

 

 

Corporation

 

Subsidiaries

 

Subsidiaries

 

Eliminations

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

$

639,422

 

$

654,295

 

$

200,829

 

$

(429,526

)

$

1,065,020

 

Investment in subsidiaries

 

794,601

 

 

 

(794,601

)

 

Non-current assets

 

443,390

 

440,836

 

22,828

 

 

907,054

 

 

 

$

1,877,413

 

$

1,095,131

 

$

223,657

 

$

(1,224,127

)

$

1,972,074

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

$

516,301

 

$

272,147

 

$

151,740

 

$

(412,452

)

$

527,736

 

Long-term debt

 

302,490

 

 

 

 

302,490

 

Other long-term obligations

 

128,931

 

99,962

 

338

 

 

229,231

 

Shareholders’ investment

 

929,691

 

723,022

 

71,579

 

(811,675

)

912,617

 

 

 

$

1,877,413

 

$

1,095,131

 

$

223,657

 

$

(1,224,127

)

$

1,972,074

 

 

BALANCE SHEET
As of July 2, 2006

 

Briggs & Stratton

 

Guarantor

 

Non-Guarantor

 

 

 

 

 

 

 

Corporation

 

Subsidiaries

 

Subsidiaries

 

Eliminations

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

$

536,849

 

$

694,535

 

$

191,913

 

$

(391,645

)

$

1,031,652

 

Investment in subsidiaries

 

794,317

 

 

 

(794,317

)

 

Non-current assets

 

451,150

 

442,853

 

18,545

 

 

912,548

 

 

 

$

1,782,316

 

$

1,137,388

 

$

210,458

 

$

(1,185,962

)

$

1,944,200

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

$

265,185

 

$

317,133

 

$

137,325

 

$

(376,497

)

$

343,146

 

Long-term debt

 

383,324

 

 

 

 

383,324

 

Other long-term obligations

 

131,453

 

98,729

 

342

 

 

230,524

 

Shareholders’ investment

 

1,002,354

 

721,526

 

72,791

 

(809,465

)

987,206

 

 

 

$

1,782,316

 

$

1,137,388

 

$

210,458

 

$

(1,185,962

)

$

1,944,200

 

 

14




BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

STATEMENT OF INCOME
For the Three Months Ended Octrober 1, 2006

 

Briggs & Stratton

 

Guarantor

 

Non-Guarantor

 

 

 

 

 

 

 

Corporation

 

Subsidiaries

 

Subsidiaries

 

Eliminations

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

180,185

 

$

181,487

 

$

45,985

 

$

(69,408

)

$

338,249

 

Cost of goods sold

 

158,184

 

164,524

 

38,358

 

(67,179

)

293,887

 

Gross profit

 

22,001

 

16,963

 

7,627

 

(2,229

)

44,362

 

Engineering, selling, general and administrative expenses

 

40,958

 

16,794

 

8,569

 

 

66,321

 

Income (Loss) from operations

 

(18,957

)

169

 

(942

)

(2,229

)

(21,959

)

Interest expense

 

(9,584

)

(5

)

(70

)

622

 

(9,037

)

Other income (expense), net

 

857

 

954

 

(158

)

1,804

 

3,457

 

Income (Loss) before income taxes

 

(27,684

)

1,118

 

(1,170

)

197

 

(27,539

)

Provision (Credit) for income taxes

 

(9,551

)

4

 

141

 

(95

)

(9,501

)

Net income (loss)

 

$

(18,133

)

$

1,114

 

$

(1,311

)

$

292

 

$

(18,038

)

 

STATEMENT OF INCOME

For the Three Months Ended October 2, 2005

 

Briggs & Stratton

 

Guarantor

 

Non-Guarantor

 

 

 

 

 

 

 

Corporation

 

Subsidiaries

 

Subsidiaries

 

Eliminations

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

267,041

 

$

297,859

 

$

50,305

 

$

(103,496

)

$

511,709

 

Cost of goods sold

 

214,529

 

280,463

 

41,540

 

(106,131

)

430,401

 

Gross profit

 

52,512

 

17,396

 

8,765

 

2,635

 

81,308

 

Engineering, selling, general and administrative expenses

 

42,923

 

18,289

 

9,065

 

 

70,277

 

Income (Loss) from operations

 

9,589

 

(893

)

(300

)

2,635

 

11,031

 

Interest expense

 

(11,371

)

(14

)

(53

)

1,410

 

(10,028

)

Other income (expense), net

 

7,711

 

1,776

 

(988

)

(2,235

)

6,264

 

Income (Loss) before income taxes

 

5,929

 

869

 

(1,341

)

1,810

 

7,267

 

Provision for income taxes

 

2,075

 

698

 

640

 

(873

)

2,540

 

Net income (loss)

 

$

3,854

 

$

171

 

$

(1,981

)

$

2,683

 

$

4,727

 

 

15




BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

STATEMENT OF CASH FLOWS
For the Three Months Ended October 1, 2006

 

Briggs & Stratton

 

Guarantor

 

Non-Guarantor

 

 

 

 

 

 

 

Corporation

 

Subsidiaries

 

Subsidiaries

 

Eliminations

 

Consolidated

 

Net Cash (Used in) Provided by

 

 

 

 

 

 

 

 

 

 

 

Operating Activities

 

$

(163,547

)

$

48,656

 

$

(2,251

)

$

8,913

 

$

(108,229

)

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

 

 

 

 

Additions to plant and equipment

 

(7,075

)

(2,661

)

(4,108

)

 

(13,844

)

Proceeds received on sale of plant

 

 

 

 

 

 

 

 

 

 

 

and equipment

 

223

 

31

 

8

 

 

262

 

Capital contributions to subsidiary

 

(384

)

 

(147

)

531

 

 

Net Cash (Used in) Provided by

 

 

 

 

 

 

 

 

 

 

 

Investing Activities

 

(7,236

)

(2,630

)

(4,247

)

531

 

(13,582

)

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

 

 

 

Net borrowings (repayments) on loans and notes payable

 

169,236

 

(48,591

)

6,165

 

(8,432

)

118,378

 

Cash dividends paid

 

 

 

481

 

(481

)

 

Stock option proceeds and tax benefits

 

750

 

 

 

 

750

 

Treasury stock purchases

 

(48,232

)

 

 

 

(48,232

)

Capital contributions received

 

 

383

 

148

 

(531

)

 

Net Cash Provided by (Used in)

 

 

 

 

 

 

 

 

 

 

 

Financing Activities

 

121,754

 

(48,208

)

6,794

 

(9,444

)

70,896

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of Foreign Currency Exchange Rate Changes on Cash and Cash Equivalents

 

 

 

(6

)

 

(6

)

 

 

 

 

 

 

 

 

 

 

 

 

Net (Decrease) Increase in Cash and Cash Equivalents

 

(49,029

)

(2,182

)

290

 

 

(50,921

)

Cash and Cash Equivalents, Beginning

 

57,623

 

6,812

 

30,656

 

 

95,091

 

Cash and Cash Equivalents, Ending

 

$

8,594

 

$

4,630

 

$

30,946

 

$

 

$

44,170

 

 

16




BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

STATEMENT OF CASH FLOWS
For the Three Months Ended October 2, 2005

 

Briggs & Stratton

 

Guarantor

 

Non-Guarantor

 

 

 

 

 

 

 

Corporation

 

Subsidiaries

 

Subsidiaries

 

Eliminations

 

Consolidated

 

Net Cash (Used in) Provided by Operating Activities

 

$

(131,763

)

$

38,685

 

$

(1,598

)

$

9,542

 

$

(85,134

)

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

 

 

 

 

Additions to plant and equipment

 

(11,457

)

(4,094

)

(766

)

 

(16,317

)

Proceeds received on sale of plant and equipment

 

10,455

 

19

 

 

 

10,474

 

Refund of cash paid for acquistion

 

 

6,347

 

 

 

6,347

 

Capital contributions to subsidiary

 

(383

)

 

 

383

 

 

Net Cash (Used in) Provided by Investing Activities

 

(1,385

)

2,272

 

(766

)

383

 

504

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

 

 

 

Net borrowings (repayments) on loans and notes payable

 

39,636

 

(39,547

)

13,731

 

(9,542

)

4,278

 

Stock option proceeds and tax benefits

 

2,418

 

 

 

 

2,418

 

Capital contributions received

 

 

383

 

 

(383

)

 

Net Cash Provided by (Used in) Financing Activities

 

42,054

 

(39,164

)

13,731

 

(9,925

)

6,696

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of Foreign Currency Exchange Rate Changes on Cash and Cash Equivalents

 

 

 

928

 

 

928

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (Decrease) Increase in Cash and Cash Equivalents

 

(91,094

)

1,793

 

12,295

 

 

(77,006

)

Cash and Cash Equivalents, Beginning

 

143,034

 

6,376

 

12,163

 

 

161,573

 

Cash and Cash Equivalents, Ending

 

$

51,940

 

$

8,169

 

$

24,458

 

$

 

$

84,567

 

 

 

17




BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is management’s discussion and analysis of Briggs & Stratton’s financial condition and results of operations for the periods included in the accompanying consolidated condensed financial statements:

RESULTS OF OPERATIONS

SALES

Consolidated net sales for the first quarter of fiscal 2007 totaled $338 million, a decrease of $173 million or 34% when compared to the same period the preceding year.

The Engines Segment net sales decrease was $96 million or 34% between years.  Lower engine unit shipments of 37% for the first quarter of fiscal 2007 as compared to fiscal 2006 are primarily the result of diminished original equipment manufacturer (“OEM”) demand.  The absence of any significant weather related events in the first quarter of fiscal 2007 as compared to 2006 negatively impacted generator sales, which drives the demand for engines used in OEM production of generators.  OEM demand for engines to be used in the production of lawn and garden equipment also declined in the fiscal 2007 first quarter as demand in the retail lawn and garden market remained soft as compared to fiscal 2006.

The Power Products Segment net sales decreased $114 million or 38% in the first quarter of fiscal 2007.  Generator sales were down approximately 50% in units or $56 million during the first quarter of fiscal 2007 as compared to the same period in fiscal 2006.  Demand for generators was lower than the first quarter of fiscal 2006 as there were no landed hurricanes in the current year, whereas fiscal 2006 first quarter results included the impact of two major landed hurricanes.  Pressure washer sales decreased 45% in unit volume or $15 million in the first quarter of fiscal 2007 as sales were soft at retailers this season.  Lawn and garden equipment being sold under the Murray brand experienced a $54 million decrease in sales during the first quarter of fiscal 2007 as product placement and sales volumes at major retailers were lower in the first quarter of fiscal 2007.

GROSS PROFIT MARGIN

The consolidated gross profit margin was 13.1% in the first quarter of fiscal 2007 and 15.9% for the same period of the preceding year.

Engines Segment margins decreased to 13.0% in fiscal 2007 from 20.9% in fiscal 2006. The decrease in margin is attributable to the absence of a $6 million gain recorded on the disposition of operating assets in the first quarter of fiscal 2006 coupled with reduced production levels and absorption in the first quarter of fiscal 2007 as a result of lower sales volumes.

The Power Products Segment margins for the first quarter increased from 6.5% in fiscal 2006 to 10.8% in fiscal 2007. Operating losses in the first quarter of fiscal 2006 associated with the winding down of the Transition Supply Agreement with the estate of Murray, Inc. did not occur in the first quarter of fiscal 2007.  The net change in gross profit associated with the Murray branded product from the first quarter of fiscal 2006 to fiscal 2007 was an increase of approximately $12 million.

18




BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Engineering, selling, general and administrative expenses in the first quarter of fiscal 2007 were $66 million, a decrease of $4 million or 6% as compared to fiscal 2006. The reduced expense in fiscal 2007 is attributed to reduced professional services of $2 million, reduced advertising expense of $1 million, and various other expense reductions.

INTEREST EXPENSE

Interest expense was $9 million in the first quarter of fiscal 2007, compared to $10 million in the first quarter of fiscal 2006. The decrease is attributable to lower average borrowings during the first quarter of fiscal 2007.  Average borrowings were lower due to the repayment of $90 million in term notes during the fourth quarter of fiscal 2006.

PROVISION FOR INCOME TAXES

The effective tax rate used in the first quarter of fiscal 2007 was 34.5% as compared to 35.0% for the first quarter of fiscal 2006. Management estimates the rate will be between 33.0% and 35.0% for the entire fiscal year 2007, whereas the full year rate for fiscal 2006 was 32.8%.  The estimated rate in the current year is attributable to factors such as earnings expectations, anticipated dividend income and foreign tax credit implications.

LIQUIDITY AND CAPITAL RESOURCES

Cash used in operating activities for the first quarter of fiscal 2007 was $108 million, an increase in cash used of $23 million from the first quarter of fiscal 2006.  The increase in cash used in operating activities in the first quarter of fiscal 2007 is largely a result of lower operating results as compared to fiscal 2006 as net income during the first quarter of fiscal 2007 was $23 million lower than fiscal 2006.   Decreased sales and product demand in the first quarter of fiscal 2007 as compared to fiscal 2006 also had an impact on changes in working capital.  During the first quarter of fiscal 2007 changes to working capital accounts including inventory, accounts payable, and accounts receivable resulted in a $26 million increase in cash used in operating activities, as compared to the first quarter of fiscal 2006.  This increase in cash used was offset by changes in prepaid expenses and other current assets associated with normal business activity.

In the first quarter of fiscal 2007, cash used in investing activities was $14 million higher than in fiscal 2006. The increase in the use of cash in the first quarter of fiscal 2007 is attributable primarily to the absence of proceeds on the sale of a building and other operating assets of $10 million during fiscal 2006.

Net cash provided by financing activities was $71 million in the first quarter of fiscal 2007, a $64 million increase from the $7 million net cash provided in fiscal 2006.  Net borrowings during the first quarter of fiscal 2007 were $114 million higher as compared to the same period in fiscal 2006.  The increase in borrowings during fiscal 2007 is attributable to the repurchase of treasury shares and working capital requirements.  Treasury share repurchases of 1.7 million shares or $48 million were made during the first quarter of fiscal 2007 whereas no treasury share repurchases were made in the first quarter of fiscal 2006.

FUTURE LIQUIDITY AND CAPITAL RESOURCES

Briggs & Stratton has a $350 million revolving credit facility that expires in May 2009. The credit facility is used to fund seasonal working capital requirements and other financing needs.  As of the end the first quarter of fiscal 2007, $232 million was available under the revolving credit facility.

19




BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

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 November 1, 2006 approximately $48 million of common stock has been repurchased under this plan.

Management expects cash outflows for capital expenditures to be approximately $80 million in fiscal 2007. These anticipated expenditures provide for continued investment in equipment and new products. These expenditures will be funded using available cash.

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

OFF-BALANCE SHEET ARRANGEMENTS

There have been no material changes since the September 1, 2006, filing of the Company’s Annual Report on Form 10-K.

CONTRACTUAL OBLIGATIONS

There have been no material changes since the September 1, 2006, filing of the Company’s Annual Report on Form 10-K.

CRITICAL ACCOUNTING POLICIES

There have been no material changes in Briggs & Stratton’s critical accounting policies since the September 1, 2006 filing of its Annual Report on Form 10-K.  As discussed in our annual report, the preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes.  Future events and their effects cannot be determined with absolute certainty.  Therefore, the determination of estimates requires the exercise of judgment.  Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements.

The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the recovery of accounts receivable and inventory reserves, as well as those used in the determination of liabilities related to customer rebates, pension obligations, postretirement benefits, warranty, product liability, group health insurance and taxation.  Various assumptions and other factors underlie the determination of these significant estimates.  The process of determining significant estimates is fact specific and takes into account factors such as historical experience, current and expected economic conditions, product mix, and, in some instances, actuarial techniques.  Briggs & Stratton re-evaluates these significant factors as facts and circumstances change.

NEW ACCOUNTING PRONOUNCEMENTS

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 FASB Statement No. 109 and prescribes a standard methodology for financial statement disclosure of tax positions taken or expected to be taken on a tax return.  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 is being assessed.

On September 15, 2006 the FASB issued SFAS No. 157, “Fair Value Measurements,” which defines fair value, establishes a framework for measuring fair value

20




BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

and expands disclosures about fair value measurements. SFAS No.157 is effective for fiscal years beginning after November 15, 2007. At this time, the impact of adoption of SFAS No.157 on our consolidated financial position is being assessed.

On September 29, 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans”.  Effective for fiscal years ending after December 15, 2006, SFAS No. 158 requires the recognition of a net liability or asset to report the funded status of defined benefit pension and other postretirement benefit plans on the balance sheet.  Adoption of SFAS No. 158 will be on a prospective basis and is expected to occur during the fourth quarter of the current fiscal year.  At this time, the impact of adoption of SFAS No. 158 on our consolidated financial position is being assessed.

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

This report contains certain forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. The words “anticipate”, “believe”, “estimate”, “expect”, “forecast”, “intend”, “may”, “objective”, “plan”, “project”, “seek”, “think”, “will”, and similar expressions are intended to identify forward-looking statements. The forward-looking statements are based on Briggs & Stratton’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 customer’s ability to successfully obtain financing; the actions of customers of our OEM customers; the impact of new competitors in the market; 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.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes since the September 1, 2006, filing of the Company’s Annual Report on Form 10-K.

ITEM 4.  CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

Briggs & Stratton’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of Briggs & Stratton’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, Briggs & Stratton’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by Briggs & Stratton in the reports that it files or submits under the Exchange Act.

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

INTERNAL CONTROL OVER FINANCIAL REPORTING

There has not been any change in Briggs & Stratton’s internal control over financial reporting during the first fiscal quarter that has materially affected, or is reasonably likely to materially affect, Briggs & Stratton’s internal control over financial reporting.

 

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

A discussion of legal proceedings is included in the Notes to Consolidated Condensed Financial Statements of this Form 10-Q under the heading Commitments and Contingencies and incorporated herein by reference.

ITEM 1A.  RISK FACTORS

See “Risk Factors” in Item 1A of the Company’s annual report on Form 10-K for the year ended July 2, 2006.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

 

 

 

 

Total Number of

 

Maximum

 

 

 

Total Number

 

Average Price

 

Shares Purchased

 

Dollars That May

 

 

 

of Shares

 

Paid per Share (2)

 

As Part of Publicly

 

Be Spent Under

 

2007 Fiscal Month

 

Purchased (1)

 

 

 

Announced Plans (3)

 

the Plan (3)

 

 

 

 

 

 

 

 

 

 

 

July 3, 2006 to July 30, 2006

 

-

 

$

-

 

-

 

$

-

 

July 31, 2006 to August 27, 2006

 

369,200

 

28.41

 

369,200

 

109,511,495

 

August 28, 2006 to October 1, 2006

 

1,364,000

 

27.67

 

1,364,000

 

71,768,003

 

Total First Quarter

 

1,733,200

 

$

27.83

 

1,733,200

 

 

 

 

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

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

(3)            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 over the next 18 months.  The timing and amount of purchases is dependent upon the market price of the stock and certain governing loan covenants.  As of November 1, 2006, approximately $48 million of common stock has been repurchased under this plan.

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

At the Annual Meeting of Shareholders on October 18, 2006, director nominees named below were elected to a three-year term expiring in 2009 by the indicated votes cast for and withheld with respect to each nominee.

Name of Nominee

 

For

 

Withheld

 

Robert J. O’Toole

 

46,151,031

 

376,864

 

John S. Shiely

 

46,041,628

 

486,268

 

Charles I. Story

 

46,085,595

 

442,301

 

 

Directors whose terms of office continue past the Annual Meeting of Shareholders are:

William F. Achtmeyer, Michael E. Batten, David L. Burner, Mary K. Bush, and Brian C. Walker.

The Board of Directors of Briggs & Stratton Corporation has unanimously elected Keith R. McLoughlin a director of the company effective January 17, 2007.  Mr. McLoughlin succeeds Jay H. Baker, who recently

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

retired from the Board, and will serve as a member of the class of directors whose terms of office expire in 2008.

Shareholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm.  The vote was 46,320,986 for the proposal, 84,821 against, with 122,088 abstentions.

Shareholders ratified the Rights Agreement as amended by the Board of Directors on August 9, 2006.  The vote was 27,459,419 for the proposal, 11,471,262 against, with 604,395 abstentions.

ITEM 5.  OTHER INFORMATION

Briggs & Stratton is in the process of investing up to $20 million to establish an engine assembly plant in Europe to better serve the European market.  The plant is planned to be operational by the beginning of calendar year 2007, and Briggs & Stratton anticipates assembling up to 250,000 engines at the facility during fiscal 2007.  The plant will ultimately have assembly capacity of up to one million engines.

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

ITEM 6.  EXHIBITS

Exhibit
Number

 


Description

 

 

 

 

 

10.15

 

Amendment to the Key Employees Savings and Investment Plan

 

 

(Filed herewith)

 

 

 

31.1 

 

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

(Filed herewith)

 

 

 

31.2 

 

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

(Filed herewith)

 

 

 

32.1 

 

Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

(Furnished herewith)

 

 

 

32.2 

 

Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

(Furnished herewith)

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

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: November 3, 2006

/s/ James E. Brenn

 

 

James E. Brenn

 

Senior Vice President and Chief Financial Officer and

 

Duly Authorized Officer

 

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

EXHIBIT INDEX

Exhibit
Number

 


Description

 

 

 

 

 

10.15

 

Amendment to the Key Employees Savings and Investment Plan

 

 

(Filed herewith)

 

 

 

31.1 

 

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

(Filed herewith)

 

 

 

31.2 

 

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

(Filed herewith)

 

 

 

32.1 

 

Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

(Furnished herewith)

 

 

 

32.2 

 

Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

(Furnished herewith)

 

27