x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Wisconsin
|
|
39-0182330
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(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
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Large accelerated filer
|
x
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Accelerated filer
|
¨
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Non-accelerated filer
|
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
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Class
|
|
Outstanding at October 31, 2014
|
COMMON STOCK, par value $0.01 per share
|
|
45,365,465 Shares
|
|
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Page No.
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|
|
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PART I – FINANCIAL INFORMATION
|
|
|
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Item 1.
|
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Item 2.
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Item 3.
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Item 4.
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PART II – OTHER INFORMATION
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Item 1.
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||
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Item 1A.
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||
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Item 2.
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Item 6.
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||||
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September 28,
2014 |
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June 29,
2014 |
||||
CURRENT ASSETS:
|
|
|
|
|
||||
Cash and Cash Equivalents
|
|
$
|
61,898
|
|
|
$
|
194,668
|
|
Accounts Receivable, Net
|
|
166,313
|
|
|
220,590
|
|
||
Inventories -
|
|
|
|
|
||||
Finished Products and Parts
|
|
370,028
|
|
|
268,116
|
|
||
Work in Process
|
|
127,076
|
|
|
102,431
|
|
||
Raw Materials
|
|
9,784
|
|
|
5,556
|
|
||
Total Inventories
|
|
506,888
|
|
|
376,103
|
|
||
Deferred Income Tax Asset
|
|
47,904
|
|
|
48,958
|
|
||
Prepaid Expenses and Other Current Assets
|
|
39,799
|
|
|
30,016
|
|
||
Total Current Assets
|
|
822,802
|
|
|
870,335
|
|
||
OTHER ASSETS:
|
|
|
|
|
||||
Goodwill
|
|
160,976
|
|
|
144,522
|
|
||
Investments
|
|
27,056
|
|
|
27,137
|
|
||
Debt Issuance Costs
|
|
4,428
|
|
|
4,671
|
|
||
Other Intangible Assets, Net
|
|
101,594
|
|
|
80,317
|
|
||
Long-Term Deferred Income Tax Asset
|
|
291
|
|
|
15,178
|
|
||
Other Long-Term Assets, Net
|
|
11,458
|
|
|
10,539
|
|
||
Total Other Assets
|
|
305,803
|
|
|
282,364
|
|
||
PLANT AND EQUIPMENT:
|
|
|
|
|
||||
Cost
|
|
1,040,081
|
|
|
1,035,848
|
|
||
Less - Accumulated Depreciation
|
|
743,160
|
|
|
738,841
|
|
||
Total Plant and Equipment, Net
|
|
296,921
|
|
|
297,007
|
|
||
TOTAL ASSETS
|
|
$
|
1,425,526
|
|
|
$
|
1,449,706
|
|
|
|
|
|
|
||||
|
|
September 28,
2014 |
|
June 29,
2014 |
||||
CURRENT LIABILITIES:
|
|
|
|
|
||||
Accounts Payable
|
|
$
|
187,214
|
|
|
$
|
169,271
|
|
Accrued Liabilities
|
|
140,888
|
|
|
133,916
|
|
||
Total Current Liabilities
|
|
328,102
|
|
|
303,187
|
|
||
OTHER LIABILITIES:
|
|
|
|
|
||||
Accrued Pension Cost
|
|
120,569
|
|
|
126,529
|
|
||
Accrued Employee Benefits
|
|
24,538
|
|
|
24,491
|
|
||
Accrued Postretirement Health Care Obligation
|
|
56,122
|
|
|
59,290
|
|
||
Deferred Income Tax Liability
|
|
3,906
|
|
|
—
|
|
||
Other Long-Term Liabilities
|
|
35,256
|
|
|
38,775
|
|
||
Long-Term Debt
|
|
225,000
|
|
|
225,000
|
|
||
Total Other Liabilities
|
|
465,391
|
|
|
474,085
|
|
||
SHAREHOLDERS’ INVESTMENT:
|
|
|
|
|
||||
Common Stock - Authorized 120,000 shares, $.01 par value, issued 57,854 shares
|
|
579
|
|
|
579
|
|
||
Additional Paid-In Capital
|
|
73,100
|
|
|
78,466
|
|
||
Retained Earnings
|
|
1,027,469
|
|
|
1,048,466
|
|
||
Accumulated Other Comprehensive Loss
|
|
(199,142
|
)
|
|
(195,257
|
)
|
||
Treasury Stock at cost, 12,111 and 11,536 shares, respectively
|
|
(269,973
|
)
|
|
(259,820
|
)
|
||
Total Shareholders’ Investment
|
|
632,033
|
|
|
672,434
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS’ INVESTMENT
|
|
$
|
1,425,526
|
|
|
$
|
1,449,706
|
|
|
|
Three Months Ended
|
||||||
|
|
September 28,
2014 |
|
September 29,
2013 |
||||
NET SALES
|
|
$
|
292,629
|
|
|
$
|
317,304
|
|
COST OF GOODS SOLD
|
|
238,462
|
|
|
269,888
|
|
||
RESTRUCTURING CHARGES
|
|
6,846
|
|
|
3,585
|
|
||
Gross Profit
|
|
47,321
|
|
|
43,831
|
|
||
ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
|
70,084
|
|
|
68,762
|
|
||
RESTRUCTURING CHARGES
|
|
955
|
|
|
—
|
|
||
Loss from Operations
|
|
(23,718
|
)
|
|
(24,931
|
)
|
||
INTEREST EXPENSE
|
|
(4,518
|
)
|
|
(4,510
|
)
|
||
OTHER INCOME, Net
|
|
2,373
|
|
|
2,093
|
|
||
Loss Before Income Taxes
|
|
(25,863
|
)
|
|
(27,348
|
)
|
||
CREDIT FOR INCOME TAXES
|
|
(10,584
|
)
|
|
(7,999
|
)
|
||
NET LOSS
|
|
$
|
(15,279
|
)
|
|
$
|
(19,349
|
)
|
|
|
|
|
|
||||
EARNINGS (LOSS) PER SHARE
|
|
|
|
|
||||
Basic
|
|
$
|
(0.34
|
)
|
|
$
|
(0.41
|
)
|
Diluted
|
|
(0.34
|
)
|
|
(0.41
|
)
|
||
|
|
|
|
|
||||
WEIGHTED AVERAGE SHARES OUTSTANDING
|
|
|
|
|
||||
Basic
|
|
45,113
|
|
|
46,997
|
|
||
Diluted
|
|
45,113
|
|
|
46,997
|
|
||
|
|
|
|
|
||||
DIVIDENDS PER SHARE
|
|
$
|
0.125
|
|
|
$
|
0.12
|
|
|
|
Three Months Ended
|
||||||
|
|
September 28,
2014 |
|
September 29,
2013 |
||||
Net Loss
|
|
$
|
(15,279
|
)
|
|
$
|
(19,349
|
)
|
Other Comprehensive Income (Loss):
|
|
|
|
|
||||
Cumulative Translation Adjustments
|
|
(9,907
|
)
|
|
253
|
|
||
Unrealized Gain (Loss) on Derivative Instruments, Net of Tax
|
|
3,667
|
|
|
(281
|
)
|
||
Unrecognized Pension & Postretirement Obligation, Net of Tax
|
|
2,355
|
|
|
4,350
|
|
||
Other Comprehensive Income (Loss)
|
|
(3,885
|
)
|
|
4,322
|
|
||
Total Comprehensive Loss
|
|
$
|
(19,164
|
)
|
|
$
|
(15,027
|
)
|
|
|
Three Months Ended
|
||||||
|
|
September 28,
2014 |
|
September 29,
2013 |
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
||||
Net Loss
|
|
$
|
(15,279
|
)
|
|
$
|
(19,349
|
)
|
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
|
|
|
|
|
||||
Depreciation and Amortization
|
|
12,939
|
|
|
13,874
|
|
||
Stock Compensation Expense
|
|
1,605
|
|
|
3,040
|
|
||
Loss on Disposition of Plant and Equipment
|
|
75
|
|
|
157
|
|
||
Provision (Credit) for Deferred Income Taxes
|
|
4,558
|
|
|
(1,418
|
)
|
||
Equity in Earnings of Unconsolidated Affiliates
|
|
(1,887
|
)
|
|
(1,529
|
)
|
||
Dividends Received from Unconsolidated Affiliates
|
|
1,750
|
|
|
1,500
|
|
||
Non-Cash Restructuring Charges
|
|
5,165
|
|
|
1,726
|
|
||
Change in Operating Assets and Liabilities:
|
|
|
|
|
||||
Accounts Receivable
|
|
70,347
|
|
|
20,110
|
|
||
Inventories
|
|
(117,735
|
)
|
|
(61,310
|
)
|
||
Other Current Assets
|
|
8,628
|
|
|
(9,983
|
)
|
||
Accounts Payable, Accrued Liabilities and Income Taxes
|
|
(13,596
|
)
|
|
4,515
|
|
||
Other, Net
|
|
(5,448
|
)
|
|
(4,194
|
)
|
||
Net Cash Used in Operating Activities
|
|
(48,878
|
)
|
|
(52,861
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
||||
Additions to Plant and Equipment
|
|
(7,390
|
)
|
|
(11,650
|
)
|
||
Proceeds Received on Disposition of Plant and Equipment
|
|
172
|
|
|
28
|
|
||
Cash Paid for Acquisition, Net of Cash Acquired
|
|
(62,056
|
)
|
|
—
|
|
||
Net Cash Used in Investing Activities
|
|
(69,274
|
)
|
|
(11,622
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
||||
Repayments on Short-Term Debt
|
|
—
|
|
|
(300
|
)
|
||
Net Borrowings on Revolver
|
|
—
|
|
|
—
|
|
||
Treasury Stock Purchases
|
|
(17,761
|
)
|
|
(9,696
|
)
|
||
Stock Option Exercise Proceeds and Tax Benefits
|
|
3,151
|
|
|
994
|
|
||
Net Cash Used in Financing Activities
|
|
(14,610
|
)
|
|
(9,002
|
)
|
||
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
|
(8
|
)
|
|
216
|
|
||
NET DECREASE IN CASH AND CASH EQUIVALENTS
|
|
(132,770
|
)
|
|
(73,269
|
)
|
||
CASH AND CASH EQUIVALENTS, Beginning
|
|
194,668
|
|
|
188,445
|
|
||
CASH AND CASH EQUIVALENTS, Ending
|
|
$
|
61,898
|
|
|
$
|
115,176
|
|
|
|
Three Months Ended September 28, 2014
|
||||||||||||||
|
|
Cumulative Translation Adjustments
|
|
Derivative Financial Instruments
|
|
Pension and Postretirement Benefit Plans
|
|
Total
|
||||||||
Beginning Balance
|
|
$
|
13,053
|
|
|
$
|
(1,084
|
)
|
|
$
|
(207,226
|
)
|
|
$
|
(195,257
|
)
|
Other Comprehensive Income (Loss) Before Reclassification
|
|
(9,907
|
)
|
|
5,818
|
|
|
—
|
|
|
(4,089
|
)
|
||||
Income Tax Benefit (Expense)
|
|
—
|
|
|
(2,211
|
)
|
|
—
|
|
|
(2,211
|
)
|
||||
Net Other Comprehensive Income (Loss) Before Reclassifications
|
|
(9,907
|
)
|
|
3,607
|
|
|
—
|
|
|
(6,300
|
)
|
||||
Reclassifications:
|
|
|
|
|
|
|
|
|
|
|||||||
Realized (Gains) Losses - Foreign Currency Contracts (1)
|
|
—
|
|
|
(393
|
)
|
|
—
|
|
|
(393
|
)
|
||||
Realized (Gains) Losses - Commodity Contracts (1)
|
|
—
|
|
|
179
|
|
|
—
|
|
|
179
|
|
||||
Realized (Gains) Losses - Interest Rate Swaps (1)
|
|
—
|
|
|
311
|
|
|
—
|
|
|
311
|
|
||||
Amortization of Prior Service Costs (Credits) (2)
|
|
—
|
|
|
—
|
|
|
(645
|
)
|
|
(645
|
)
|
||||
Amortization of Actuarial Losses (2)
|
|
—
|
|
|
—
|
|
|
4,444
|
|
|
4,444
|
|
||||
Total Reclassifications Before Tax
|
|
—
|
|
|
97
|
|
|
3,799
|
|
|
3,896
|
|
||||
Income Tax Expense (Benefit)
|
|
—
|
|
|
(37
|
)
|
|
(1,444
|
)
|
|
(1,481
|
)
|
||||
Net Reclassifications
|
|
—
|
|
|
60
|
|
|
2,355
|
|
|
2,415
|
|
||||
Other Comprehensive Income (Loss)
|
|
(9,907
|
)
|
|
3,667
|
|
|
2,355
|
|
|
(3,885
|
)
|
||||
Ending Balance
|
|
$
|
3,146
|
|
|
$
|
2,583
|
|
|
$
|
(204,871
|
)
|
|
$
|
(199,142
|
)
|
|
|
Three Months Ended September 29, 2013
|
||||||||||||||
|
|
Cumulative Translation Adjustments
|
|
Derivative Financial Instruments
|
|
Pension and Postretirement Benefit Plans
|
|
Total
|
||||||||
Beginning Balance
|
|
$
|
11,886
|
|
|
$
|
(3,673
|
)
|
|
$
|
(233,141
|
)
|
|
$
|
(224,928
|
)
|
Other Comprehensive Income (Loss) Before Reclassification
|
|
253
|
|
|
(2,710
|
)
|
|
—
|
|
|
(2,457
|
)
|
||||
Income Tax Benefit (Expense)
|
|
—
|
|
|
1,038
|
|
|
—
|
|
|
1,038
|
|
||||
Net Other Comprehensive Income (Loss) Before Reclassifications
|
|
253
|
|
|
(1,672
|
)
|
|
—
|
|
|
(1,419
|
)
|
||||
Reclassifications:
|
|
|
|
|
|
|
|
|
|
|||||||
Realized (Gains) Losses - Foreign Currency Contracts (1)
|
|
—
|
|
|
462
|
|
|
—
|
|
|
462
|
|
||||
Realized (Gains) Losses - Commodity Contracts (1)
|
|
—
|
|
|
1,498
|
|
|
—
|
|
|
1,498
|
|
||||
Realized (Gains) Losses - Interest Rate Swaps (1)
|
|
—
|
|
|
295
|
|
|
—
|
|
|
295
|
|
||||
Amortization of Prior Service Costs (Credits) (2)
|
|
—
|
|
|
—
|
|
|
(679
|
)
|
|
(679
|
)
|
||||
Amortization of Actuarial Losses (2)
|
|
—
|
|
|
—
|
|
|
7,729
|
|
|
7,729
|
|
||||
Total Reclassifications Before Tax
|
|
—
|
|
|
2,255
|
|
|
7,050
|
|
|
9,305
|
|
||||
Income Tax Expense (Benefit)
|
|
—
|
|
|
(864
|
)
|
|
(2,700
|
)
|
|
(3,564
|
)
|
||||
Net Reclassifications
|
|
—
|
|
|
1,391
|
|
|
4,350
|
|
|
5,741
|
|
||||
Other Comprehensive Income (Loss)
|
|
253
|
|
|
(281
|
)
|
|
4,350
|
|
|
4,322
|
|
||||
Ending Balance
|
|
$
|
12,139
|
|
|
$
|
(3,954
|
)
|
|
$
|
(228,791
|
)
|
|
$
|
(220,606
|
)
|
|
|
Termination Benefits
|
|
Other Costs
|
|
Total
|
||||||
Reserve Balance at June 29, 2014
|
|
$
|
—
|
|
|
$
|
105
|
|
|
$
|
105
|
|
Provisions
|
|
2,391
|
|
|
5,410
|
|
|
7,801
|
|
|||
Cash Expenditures
|
|
(224
|
)
|
|
(351
|
)
|
|
(575
|
)
|
|||
Other Adjustments
(1)
|
|
—
|
|
|
(5,164
|
)
|
|
(5,164
|
)
|
|||
Reserve Balance at September 28, 2014
|
|
$
|
2,167
|
|
|
$
|
—
|
|
|
$
|
2,167
|
|
|
|
Three Months Ended
|
||||||
|
|
September 28,
2014 |
|
September 29,
2013 |
||||
Net Loss
|
|
$
|
(15,279
|
)
|
|
$
|
(19,349
|
)
|
Less: Allocation to Participating Securities
|
|
(132
|
)
|
|
(151
|
)
|
||
Net Loss Available to Common Shareholders
|
|
$
|
(15,411
|
)
|
|
$
|
(19,500
|
)
|
Average Shares of Common Stock Outstanding
|
|
45,113
|
|
|
46,997
|
|
||
Diluted Average Shares Outstanding
|
|
45,113
|
|
|
46,997
|
|
||
Basic Earnings (Loss) Per Share
|
|
$
|
(0.34
|
)
|
|
$
|
(0.41
|
)
|
Diluted Earnings (Loss) Per Share
|
|
$
|
(0.34
|
)
|
|
$
|
(0.41
|
)
|
|
|
Three Months Ended
|
||||||
|
|
September 28,
2014 |
|
September 29,
2013 |
||||
Options to Purchase Shares of Common Stock (in thousands)
|
|
876
|
|
|
1,348
|
|
||
Weighted Average Exercise Price of Options Excluded
|
|
$
|
20.31
|
|
|
$
|
31.88
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||
|
|
September 28,
2014 |
|
September 29,
2013 |
|
September 28,
2014 |
|
September 29,
2013 |
||||||||
Components of Net Periodic Expense (Income):
|
|
|
|
|
|
|
|
|
||||||||
Service Cost
|
|
$
|
830
|
|
|
$
|
1,938
|
|
|
$
|
85
|
|
|
$
|
89
|
|
Interest Cost on Projected Benefit Obligation
|
|
12,461
|
|
|
13,452
|
|
|
897
|
|
|
1,149
|
|
||||
Expected Return on Plan Assets
|
|
(18,687
|
)
|
|
(18,566
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of:
|
|
|
|
|
|
|
|
|
||||||||
Prior Service Cost (Credit)
|
|
45
|
|
|
45
|
|
|
(690
|
)
|
|
(724
|
)
|
||||
Actuarial Loss
|
|
3,297
|
|
|
6,270
|
|
|
1,147
|
|
|
1,459
|
|
||||
Net Periodic Expense (Income)
|
|
$
|
(2,054
|
)
|
|
$
|
3,139
|
|
|
$
|
1,439
|
|
|
$
|
1,973
|
|
Contract
|
|
Notional Amount
|
||||||
|
|
|
|
September 28,
2014 |
|
June 29,
2014 |
||
Interest Rate:
|
|
|
|
|
|
|
||
LIBOR Interest Rate (U.S. Dollars)
|
|
Fixed
|
|
95,000
|
|
|
95,000
|
|
Foreign Currency:
|
|
|
|
|
|
|
||
Australian Dollar
|
|
Sell
|
|
19,582
|
|
|
19,904
|
|
Brazilian Real
|
|
Sell
|
|
31,621
|
|
|
—
|
|
Canadian Dollar
|
|
Sell
|
|
5,500
|
|
|
3,100
|
|
Chinese Renminbi
|
|
Buy
|
|
157,175
|
|
|
—
|
|
Euro
|
|
Sell
|
|
52,650
|
|
|
49,300
|
|
Japanese Yen
|
|
Buy
|
|
694,000
|
|
|
530,000
|
|
Mexican Peso
|
|
Sell
|
|
9,345
|
|
|
3,000
|
|
Commodity:
|
|
|
|
|
|
|
||
Natural Gas (Therms)
|
|
Buy
|
|
8,735
|
|
|
5,686
|
|
Balance Sheet Location
|
|
Asset (Liability) Fair Value
|
||||||
|
|
September 28,
2014 |
|
June 29,
2014 |
||||
Interest rate contracts
|
|
|
|
|
||||
Other Long-Term Assets
|
|
$
|
185
|
|
|
$
|
43
|
|
Other Long-Term Liabilities
|
|
(780
|
)
|
|
(1,209
|
)
|
||
Foreign currency contracts
|
|
|
|
|
||||
Other Current Assets
|
|
6,224
|
|
|
337
|
|
||
Other Long-Term Assets
|
|
441
|
|
|
12
|
|
||
Accrued Liabilities
|
|
(374
|
)
|
|
(665
|
)
|
||
Other Long-Term Liabilities
|
|
—
|
|
|
(9
|
)
|
||
Commodity contracts
|
|
|
|
|
||||
Other Current Assets
|
|
3
|
|
|
39
|
|
||
Accrued Liabilities
|
|
(118
|
)
|
|
(35
|
)
|
||
Other Long-Term Liabilities
|
|
(24
|
)
|
|
(14
|
)
|
||
|
|
$
|
5,557
|
|
|
$
|
(1,501
|
)
|
|
|
Three months ended September 28, 2014
|
||||||||||||
|
|
Amount of Gain (Loss)
Recognized in Other
Comprehensive Income
(Loss) on Derivatives, Net of
Taxes (Effective
Portion)
|
|
Classification of
Gain (Loss)
|
|
Amount of Gain (Loss)
Reclassified from
AOCI into Income
(Effective Portion)
|
|
Recognized in
Earnings
(Ineffective Portion)
|
||||||
Interest rate contracts
|
|
$
|
351
|
|
|
Net Sales
|
|
$
|
(311
|
)
|
|
$
|
—
|
|
Foreign currency contracts - sell
|
|
3,445
|
|
|
Net Sales
|
|
464
|
|
|
—
|
|
|||
Foreign currency contracts - buy
|
|
(157
|
)
|
|
Cost of Goods Sold
|
|
(71
|
)
|
|
—
|
|
|||
Commodity contracts
|
|
28
|
|
|
Cost of Goods Sold
|
|
(179
|
)
|
|
—
|
|
|||
|
|
$
|
3,667
|
|
|
|
|
$
|
(97
|
)
|
|
$
|
—
|
|
|
|
Three months ended September 29, 2013
|
||||||||||||
|
|
Amount of Gain (Loss)
Recognized in Other
Comprehensive Income
(Loss) on Derivatives, Net of
Taxes (Effective
Portion)
|
|
Classification of
Gain (Loss)
|
|
Amount of Gain (Loss)
Reclassified from
AOCI into Income
(Effective Portion)
|
|
Recognized in
Earnings
(Ineffective Portion)
|
||||||
Interest rate contracts
|
|
$
|
(250
|
)
|
|
Net Sales
|
|
$
|
(295
|
)
|
|
$
|
—
|
|
Foreign currency contracts - sell
|
|
(948
|
)
|
|
Net Sales
|
|
5
|
|
|
—
|
|
|||
Foreign currency contracts - buy
|
|
39
|
|
|
Cost of Goods Sold
|
|
(467
|
)
|
|
—
|
|
|||
Commodity contracts
|
|
878
|
|
|
Cost of Goods Sold
|
|
(1,498
|
)
|
|
—
|
|
|||
|
|
$
|
(281
|
)
|
|
|
|
$
|
(2,255
|
)
|
|
$
|
—
|
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
|
September 28,
2014 |
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
$
|
6,853
|
|
|
$
|
—
|
|
|
$
|
6,853
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
$
|
1,296
|
|
|
$
|
—
|
|
|
$
|
1,296
|
|
|
$
|
—
|
|
|
|
June 29,
2014 |
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
$
|
431
|
|
|
$
|
—
|
|
|
$
|
431
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
$
|
1,932
|
|
|
$
|
—
|
|
|
$
|
1,932
|
|
|
$
|
—
|
|
|
|
Three Months Ended
|
||||||
|
|
September 28,
2014 |
|
September 29,
2013 |
||||
Beginning Balance
|
|
$
|
44,744
|
|
|
$
|
45,037
|
|
Payments
|
|
(8,178
|
)
|
|
(8,330
|
)
|
||
Provision for Current Year Warranties
|
|
6,251
|
|
|
5,381
|
|
||
Changes in Estimates
|
|
(14
|
)
|
|
42
|
|
||
Ending Balance
|
|
$
|
42,803
|
|
|
$
|
42,130
|
|
|
|
Three Months Ended
|
||||||
|
|
September 28,
2014 |
|
September 29,
2013 |
||||
NET SALES:
|
|
|
|
|
||||
Engines
|
|
$
|
153,116
|
|
|
$
|
183,787
|
|
Products
|
|
166,128
|
|
|
153,037
|
|
||
Inter-Segment Eliminations
|
|
(26,615
|
)
|
|
(19,520
|
)
|
||
Total
|
|
$
|
292,629
|
|
|
$
|
317,304
|
|
GROSS PROFIT:
|
|
|
|
|
||||
Engines
|
|
$
|
27,800
|
|
|
$
|
25,236
|
|
Products
|
|
19,384
|
|
|
17,825
|
|
||
Inter-Segment Eliminations
|
|
137
|
|
|
770
|
|
||
Total
|
|
$
|
47,321
|
|
|
$
|
43,831
|
|
SEGMENT INCOME (LOSS):
|
|
|
|
|
||||
Engines
|
|
$
|
(13,677
|
)
|
|
$
|
(16,557
|
)
|
Products
|
|
(8,291
|
)
|
|
(7,615
|
)
|
||
Inter-Segment Eliminations
|
|
137
|
|
|
770
|
|
||
Total
|
|
$
|
(21,831
|
)
|
|
$
|
(23,402
|
)
|
|
|
Three Months Ended
|
||||||
|
|
September 28,
2014 |
|
September 29,
2013 |
||||
PRE-TAX RESTRUCTURING CHARGES AND ACQUISITION RELATED CHARGES INCLUDED IN GROSS PROFIT:
|
|
|
|
|
||||
Engines
|
|
$
|
—
|
|
|
$
|
1,765
|
|
Products
|
|
8,018
|
|
|
1,820
|
|
||
Total
|
|
$
|
8,018
|
|
|
$
|
3,585
|
|
|
|
Three Months Ended
|
||||||
|
|
September 28,
2014 |
|
September 29,
2013 |
||||
PRE-TAX RESTRUCTURING CHARGES AND ACQUISITION RELATED CHARGES INCLUDED IN SEGMENT INCOME (LOSS):
|
|
|
|
|
||||
Engines
|
|
$
|
—
|
|
|
$
|
1,765
|
|
Products
|
|
9,151
|
|
|
1,820
|
|
||
Total
|
|
$
|
9,151
|
|
|
$
|
3,585
|
|
|
|
September 28,
2014 |
|
June 29,
2014 |
||||
Senior Notes
|
|
$
|
225,000
|
|
|
$
|
225,000
|
|
Multicurrency Credit Agreement
|
|
—
|
|
|
—
|
|
||
|
|
$
|
225,000
|
|
|
$
|
225,000
|
|
|
|
September 28, 2014 Carrying Amount
|
|
Maximum
Guarantee
|
||||
Senior Notes
|
|
$
|
225,000
|
|
|
$
|
225,000
|
|
Multicurrency Credit Agreement
|
|
$
|
—
|
|
|
$
|
500,000
|
|
|
|
Briggs & Stratton
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and Cash Equivalents
|
|
$
|
5,286
|
|
|
$
|
1,325
|
|
|
$
|
55,287
|
|
|
$
|
—
|
|
|
$
|
61,898
|
|
Accounts Receivable, Net
|
|
39,949
|
|
|
65,113
|
|
|
61,251
|
|
|
—
|
|
|
166,313
|
|
|||||
Intercompany Accounts Receivable
|
|
23,193
|
|
|
7,916
|
|
|
40,156
|
|
|
(71,265
|
)
|
|
—
|
|
|||||
Inventories, Net
|
|
263,039
|
|
|
162,690
|
|
|
81,159
|
|
|
—
|
|
|
506,888
|
|
|||||
Deferred Income Tax Asset
|
|
31,715
|
|
|
14,315
|
|
|
1,874
|
|
|
—
|
|
|
47,904
|
|
|||||
Prepaid Expenses and Other Current Assets
|
|
31,432
|
|
|
1,983
|
|
|
6,384
|
|
|
—
|
|
|
39,799
|
|
|||||
Total Current Assets
|
|
$
|
394,614
|
|
|
$
|
253,342
|
|
|
$
|
246,111
|
|
|
$
|
(71,265
|
)
|
|
$
|
822,802
|
|
OTHER ASSETS:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
|
$
|
128,300
|
|
|
$
|
—
|
|
|
$
|
32,676
|
|
|
$
|
—
|
|
|
$
|
160,976
|
|
Investments
|
|
27,056
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,056
|
|
|||||
Investments in Subsidiaries
|
|
515,452
|
|
|
—
|
|
|
—
|
|
|
(515,452
|
)
|
|
—
|
|
|||||
Intercompany Note Receivable
|
|
50,984
|
|
|
95,772
|
|
|
17,258
|
|
|
(164,014
|
)
|
|
—
|
|
|||||
Debt Issuance Costs
|
|
4,428
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,428
|
|
|||||
Other Intangible Assets, Net
|
|
—
|
|
|
55,609
|
|
|
45,985
|
|
|
—
|
|
|
101,594
|
|
|||||
Long-Term Deferred Income Tax Asset
|
|
27,417
|
|
|
—
|
|
|
291
|
|
|
(27,417
|
)
|
|
291
|
|
|||||
Other Long-Term Assets, Net
|
|
7,867
|
|
|
2,134
|
|
|
1,457
|
|
|
—
|
|
|
11,458
|
|
|||||
Total Other Assets
|
|
$
|
761,504
|
|
|
$
|
153,515
|
|
|
$
|
97,667
|
|
|
$
|
(706,883
|
)
|
|
$
|
305,803
|
|
PLANT AND EQUIPMENT, NET
|
|
236,240
|
|
|
35,162
|
|
|
25,519
|
|
|
—
|
|
|
296,921
|
|
|||||
TOTAL ASSETS
|
|
$
|
1,392,358
|
|
|
$
|
442,019
|
|
|
$
|
369,297
|
|
|
$
|
(778,148
|
)
|
|
$
|
1,425,526
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts Payable
|
|
$
|
103,196
|
|
|
$
|
47,320
|
|
|
$
|
36,698
|
|
|
$
|
—
|
|
|
$
|
187,214
|
|
Intercompany Accounts Payable
|
|
30,047
|
|
|
6,124
|
|
|
35,094
|
|
|
(71,265
|
)
|
|
—
|
|
|||||
Accrued Liabilities
|
|
84,062
|
|
|
36,985
|
|
|
19,841
|
|
|
—
|
|
|
140,888
|
|
|||||
Total Current Liabilities
|
|
$
|
217,305
|
|
|
$
|
90,429
|
|
|
$
|
91,633
|
|
|
$
|
(71,265
|
)
|
|
$
|
328,102
|
|
OTHER LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accrued Pension Cost
|
|
$
|
119,578
|
|
|
$
|
408
|
|
|
$
|
583
|
|
|
$
|
—
|
|
|
$
|
120,569
|
|
Accrued Employee Benefits
|
|
24,538
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,538
|
|
|||||
Accrued Postretirement Health Care Obligation
|
|
41,770
|
|
|
14,352
|
|
|
—
|
|
|
—
|
|
|
56,122
|
|
|||||
Intercompany Note Payable
|
|
105,355
|
|
|
—
|
|
|
58,659
|
|
|
(164,014
|
)
|
|
—
|
|
|||||
Deferred Income Tax Liabilities
|
|
—
|
|
|
20,874
|
|
|
10,449
|
|
|
(27,417
|
)
|
|
3,906
|
|
|||||
Other Long-Term Liabilities
|
|
26,779
|
|
|
7,532
|
|
|
945
|
|
|
—
|
|
|
35,256
|
|
|||||
Long-Term Debt
|
|
225,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
225,000
|
|
|||||
Total Other Liabilities
|
|
$
|
543,020
|
|
|
$
|
43,166
|
|
|
$
|
70,636
|
|
|
$
|
(191,431
|
)
|
|
$
|
465,391
|
|
TOTAL SHAREHOLDERS’ INVESTMENT:
|
|
632,033
|
|
|
308,424
|
|
|
207,028
|
|
|
(515,452
|
)
|
|
632,033
|
|
|||||
TOTAL LIABILITIES AND SHAREHOLDERS’ INVESTMENT
|
|
$
|
1,392,358
|
|
|
$
|
442,019
|
|
|
$
|
369,297
|
|
|
$
|
(778,148
|
)
|
|
$
|
1,425,526
|
|
|
|
Briggs & Stratton
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and Cash Equivalents
|
|
$
|
138,926
|
|
|
$
|
2,680
|
|
|
$
|
53,062
|
|
|
$
|
—
|
|
|
$
|
194,668
|
|
Accounts Receivable, Net
|
|
86,099
|
|
|
100,062
|
|
|
34,429
|
|
|
—
|
|
|
220,590
|
|
|||||
Intercompany Accounts Receivable
|
|
15,987
|
|
|
3,492
|
|
|
32,826
|
|
|
(52,305
|
)
|
|
—
|
|
|||||
Inventories, Net
|
|
165,159
|
|
|
146,749
|
|
|
64,195
|
|
|
—
|
|
|
376,103
|
|
|||||
Deferred Income Tax Asset
|
|
33,343
|
|
|
13,904
|
|
|
1,711
|
|
|
—
|
|
|
48,958
|
|
|||||
Prepaid Expenses and Other Current Assets
|
|
17,436
|
|
|
3,508
|
|
|
9,072
|
|
|
—
|
|
|
30,016
|
|
|||||
Total Current Assets
|
|
$
|
456,950
|
|
|
$
|
270,395
|
|
|
$
|
195,295
|
|
|
$
|
(52,305
|
)
|
|
$
|
870,335
|
|
OTHER ASSETS:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
|
$
|
128,300
|
|
|
$
|
—
|
|
|
$
|
16,222
|
|
|
$
|
—
|
|
|
$
|
144,522
|
|
Investments
|
|
27,137
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,137
|
|
|||||
Investments in Subsidiaries
|
|
470,391
|
|
|
—
|
|
|
—
|
|
|
(470,391
|
)
|
|
—
|
|
|||||
Intercompany Note Receivable
|
|
49,293
|
|
|
84,567
|
|
|
13,876
|
|
|
(147,736
|
)
|
|
—
|
|
|||||
Debt Issuance Costs
|
|
4,671
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,671
|
|
|||||
Other Intangible Assets, Net
|
|
—
|
|
|
55,909
|
|
|
24,408
|
|
|
—
|
|
|
80,317
|
|
|||||
Long-Term Deferred Income Tax Asset
|
|
32,507
|
|
|
—
|
|
|
677
|
|
|
(18,006
|
)
|
|
15,178
|
|
|||||
Other Long-Term Assets, Net
|
|
7,120
|
|
|
2,088
|
|
|
1,331
|
|
|
—
|
|
|
10,539
|
|
|||||
Total Other Assets
|
|
$
|
719,419
|
|
|
$
|
142,564
|
|
|
$
|
56,514
|
|
|
$
|
(636,133
|
)
|
|
$
|
282,364
|
|
PLANT AND EQUIPMENT, NET
|
|
241,166
|
|
|
39,863
|
|
|
15,978
|
|
|
—
|
|
|
297,007
|
|
|||||
TOTAL ASSETS
|
|
$
|
1,417,535
|
|
|
$
|
452,822
|
|
|
$
|
267,787
|
|
|
$
|
(688,438
|
)
|
|
$
|
1,449,706
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts Payable
|
|
$
|
105,532
|
|
|
$
|
45,171
|
|
|
$
|
18,568
|
|
|
$
|
—
|
|
|
$
|
169,271
|
|
Intercompany Accounts Payable
|
|
21,859
|
|
|
6,002
|
|
|
24,444
|
|
|
(52,305
|
)
|
|
—
|
|
|||||
Accrued Liabilities
|
|
85,735
|
|
|
31,863
|
|
|
16,318
|
|
|
—
|
|
|
133,916
|
|
|||||
Total Current Liabilities
|
|
$
|
213,126
|
|
|
$
|
83,036
|
|
|
$
|
59,330
|
|
|
$
|
(52,305
|
)
|
|
$
|
303,187
|
|
OTHER LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accrued Pension Cost
|
|
$
|
125,481
|
|
|
$
|
421
|
|
|
$
|
627
|
|
|
$
|
—
|
|
|
$
|
126,529
|
|
Accrued Employee Benefits
|
|
24,491
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,491
|
|
|||||
Accrued Postretirement Health Care Obligation
|
|
44,928
|
|
|
14,362
|
|
|
—
|
|
|
—
|
|
|
59,290
|
|
|||||
Intercompany Note Payable
|
|
85,343
|
|
|
—
|
|
|
62,393
|
|
|
(147,736
|
)
|
|
—
|
|
|||||
Deferred Income Tax Liabilities
|
|
|
|
|
18,006
|
|
|
—
|
|
|
(18,006
|
)
|
|
—
|
|
|||||
Other Long-Term Liabilities
|
|
26,732
|
|
|
11,037
|
|
|
1,006
|
|
|
—
|
|
|
38,775
|
|
|||||
Long-Term Debt
|
|
225,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
225,000
|
|
|||||
Total Other Liabilities
|
|
$
|
531,975
|
|
|
$
|
43,826
|
|
|
$
|
64,026
|
|
|
$
|
(165,742
|
)
|
|
$
|
474,085
|
|
TOTAL SHAREHOLDERS’ INVESTMENT:
|
|
672,434
|
|
|
325,960
|
|
|
144,431
|
|
|
(470,391
|
)
|
|
672,434
|
|
|||||
TOTAL LIABILITIES AND SHAREHOLDERS’ INVESTMENT
|
|
$
|
1,417,535
|
|
|
$
|
452,822
|
|
|
$
|
267,787
|
|
|
$
|
(688,438
|
)
|
|
$
|
1,449,706
|
|
|
|
Briggs & Stratton
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net Sales
|
|
$
|
145,579
|
|
|
$
|
116,938
|
|
|
$
|
90,816
|
|
|
$
|
(60,704
|
)
|
|
$
|
292,629
|
|
Cost of Goods Sold
|
|
123,956
|
|
|
104,031
|
|
|
71,179
|
|
|
(60,704
|
)
|
|
238,462
|
|
|||||
Restructuring Charges
|
|
—
|
|
|
6,846
|
|
|
—
|
|
|
—
|
|
|
6,846
|
|
|||||
Gross Profit
|
|
21,623
|
|
|
6,061
|
|
|
19,637
|
|
|
—
|
|
|
47,321
|
|
|||||
Engineering, Selling, General and Administrative Expenses
|
|
36,868
|
|
|
17,657
|
|
|
15,559
|
|
|
—
|
|
|
70,084
|
|
|||||
Restructuring Charges
|
|
—
|
|
|
955
|
|
|
—
|
|
|
—
|
|
|
955
|
|
|||||
Equity in Loss from Subsidiaries
|
|
4,721
|
|
|
—
|
|
|
—
|
|
|
(4,721
|
)
|
|
—
|
|
|||||
Income (Loss) from Operations
|
|
(19,966
|
)
|
|
(12,551
|
)
|
|
4,078
|
|
|
4,721
|
|
|
(23,718
|
)
|
|||||
Interest Expense
|
|
(4,447
|
)
|
|
(71
|
)
|
|
—
|
|
|
—
|
|
|
(4,518
|
)
|
|||||
Other Income, Net
|
|
1,926
|
|
|
460
|
|
|
(13
|
)
|
|
—
|
|
|
2,373
|
|
|||||
Income (Loss) before Income Taxes
|
|
(22,487
|
)
|
|
(12,162
|
)
|
|
4,065
|
|
|
4,721
|
|
|
(25,863
|
)
|
|||||
Provision (Credit) for Income Taxes
|
|
(7,208
|
)
|
|
(4,481
|
)
|
|
1,105
|
|
|
—
|
|
|
(10,584
|
)
|
|||||
Net Income (Loss)
|
|
$
|
(15,279
|
)
|
|
$
|
(7,681
|
)
|
|
$
|
2,960
|
|
|
$
|
4,721
|
|
|
$
|
(15,279
|
)
|
Comprehensive Income (Loss)
|
|
$
|
(19,164
|
)
|
|
$
|
(7,407
|
)
|
|
$
|
(2,500
|
)
|
|
$
|
9,907
|
|
|
$
|
(19,164
|
)
|
|
|
Briggs & Stratton
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net Sales
|
|
$
|
174,789
|
|
|
$
|
117,765
|
|
|
$
|
70,409
|
|
|
$
|
(45,659
|
)
|
|
$
|
317,304
|
|
Cost of Goods Sold
|
|
153,466
|
|
|
106,804
|
|
|
55,277
|
|
|
(45,659
|
)
|
|
269,888
|
|
|||||
Restructuring Charges
|
|
1,870
|
|
|
228
|
|
|
1,487
|
|
|
—
|
|
|
3,585
|
|
|||||
Gross Profit
|
|
19,453
|
|
|
10,733
|
|
|
13,645
|
|
|
—
|
|
|
43,831
|
|
|||||
Engineering, Selling, General and Administrative Expenses
|
|
37,508
|
|
|
17,598
|
|
|
13,656
|
|
|
—
|
|
|
68,762
|
|
|||||
Equity in Loss from Subsidiaries
|
|
5,553
|
|
|
—
|
|
|
—
|
|
|
(5,553
|
)
|
|
—
|
|
|||||
Income (Loss) from Operations
|
|
(23,608
|
)
|
|
(6,865
|
)
|
|
(11
|
)
|
|
5,553
|
|
|
(24,931
|
)
|
|||||
Interest Expense
|
|
(4,494
|
)
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
(4,510
|
)
|
|||||
Other Income, Net
|
|
2,192
|
|
|
90
|
|
|
(189
|
)
|
|
—
|
|
|
2,093
|
|
|||||
Income (Loss) before Income Taxes
|
|
(25,910
|
)
|
|
(6,775
|
)
|
|
(216
|
)
|
|
5,553
|
|
|
(27,348
|
)
|
|||||
Provision (Credit) for Income Taxes
|
|
(6,561
|
)
|
|
(2,504
|
)
|
|
1,066
|
|
|
—
|
|
|
(7,999
|
)
|
|||||
Net Income (Loss)
|
|
$
|
(19,349
|
)
|
|
$
|
(4,271
|
)
|
|
$
|
(1,282
|
)
|
|
$
|
5,553
|
|
|
$
|
(19,349
|
)
|
Comprehensive Income (Loss)
|
|
$
|
(15,027
|
)
|
|
$
|
(7,119
|
)
|
|
$
|
177
|
|
|
$
|
6,942
|
|
|
$
|
(15,027
|
)
|
|
|
Briggs & Stratton
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net Cash Provided by (Used in) Operating Activities
|
|
$
|
(62,214
|
)
|
|
$
|
11,158
|
|
|
$
|
2,660
|
|
|
$
|
(482
|
)
|
|
$
|
(48,878
|
)
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to Plant and Equipment
|
|
(4,623
|
)
|
|
(1,358
|
)
|
|
(1,409
|
)
|
|
—
|
|
|
(7,390
|
)
|
|||||
Proceeds Received on Disposition of Plant and Equipment
|
|
84
|
|
|
57
|
|
|
31
|
|
|
—
|
|
|
172
|
|
|||||
Cash Investment in Subsidiary
|
|
(4,650
|
)
|
|
—
|
|
|
—
|
|
|
4,650
|
|
|
—
|
|
|||||
Cash Paid for Acquisition, Net of Cash Acquired
|
|
(62,056
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(62,056
|
)
|
|||||
Net Borrowings (Repayments) on Loans, Notes Payable and Long-Term Debt
|
|
14,429
|
|
|
—
|
|
|
—
|
|
|
(14,429
|
)
|
|
—
|
|
|||||
Net Cash Provided by (Used in) Investing Activities
|
|
(56,816
|
)
|
|
(1,301
|
)
|
|
(1,378
|
)
|
|
(9,779
|
)
|
|
(69,274
|
)
|
|||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Borrowings (Repayments) on Loans, Notes Payable and Long-Term Debt
|
|
—
|
|
|
(11,212
|
)
|
|
(3,217
|
)
|
|
14,429
|
|
|
—
|
|
|||||
Treasury Stock Purchases
|
|
(17,761
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,761
|
)
|
|||||
Stock Option Exercise Proceeds and Tax Benefits
|
|
3,151
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,151
|
|
|||||
Cash Investment in Subsidiary
|
|
—
|
|
|
—
|
|
|
4,168
|
|
|
(4,168
|
)
|
|
—
|
|
|||||
Net Cash Provided by (Used in) Financing Activities
|
|
(14,610
|
)
|
|
(11,212
|
)
|
|
951
|
|
|
10,261
|
|
|
(14,610
|
)
|
|||||
Effect of Foreign Currency Exchange Rate Changes on Cash and Cash Equivalents
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||||
Net Increase (Decrease) in Cash and Cash Equivalents
|
|
(133,640
|
)
|
|
(1,355
|
)
|
|
2,225
|
|
|
—
|
|
|
(132,770
|
)
|
|||||
Cash and Cash Equivalents, Beginning
|
|
138,926
|
|
|
2,680
|
|
|
53,062
|
|
|
—
|
|
|
194,668
|
|
|||||
Cash and Cash Equivalents, Ending
|
|
$
|
5,286
|
|
|
$
|
1,325
|
|
|
$
|
55,287
|
|
|
$
|
—
|
|
|
$
|
61,898
|
|
|
|
Briggs & Stratton
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net Cash Provided by (Used in) Operating Activities
|
|
$
|
(58,591
|
)
|
|
$
|
(8,847
|
)
|
|
$
|
14,577
|
|
|
$
|
—
|
|
|
$
|
(52,861
|
)
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to Plant and Equipment
|
|
(10,498
|
)
|
|
(694
|
)
|
|
(458
|
)
|
|
—
|
|
|
(11,650
|
)
|
|||||
Proceeds Received on Disposition of Plant and Equipment
|
|
26
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|||||
Cash Investment in Subsidiary
|
|
1,570
|
|
|
—
|
|
|
(1,570
|
)
|
|
—
|
|
|
—
|
|
|||||
Net Cash Provided by (Used in) Investing Activities
|
|
(8,902
|
)
|
|
(692
|
)
|
|
(2,028
|
)
|
|
—
|
|
|
(11,622
|
)
|
|||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayments on Short-Term Debt
|
|
—
|
|
|
—
|
|
|
(300
|
)
|
|
—
|
|
|
(300
|
)
|
|||||
Net Borrowings (Repayments) on Loans, Notes Payable and Long-Term Debt
|
|
(9,818
|
)
|
|
9,818
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Treasury Stock Purchases
|
|
(9,696
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,696
|
)
|
|||||
Stock Option Exercise Proceeds and Tax Benefits
|
|
994
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
994
|
|
|||||
Net Cash Provided by (Used in) Financing Activities
|
|
(18,520
|
)
|
|
9,818
|
|
|
(300
|
)
|
|
—
|
|
|
(9,002
|
)
|
|||||
Effect of Foreign Currency Exchange Rate Changes on Cash and Cash Equivalents
|
|
—
|
|
|
—
|
|
|
216
|
|
|
—
|
|
|
216
|
|
|||||
Net Increase (Decrease) in Cash and Cash Equivalents
|
|
(86,013
|
)
|
|
279
|
|
|
12,465
|
|
|
—
|
|
|
(73,269
|
)
|
|||||
Cash and Cash Equivalents, Beginning
|
|
162,628
|
|
|
1,275
|
|
|
24,542
|
|
|
—
|
|
|
188,445
|
|
|||||
Cash and Cash Equivalents, Ending
|
|
$
|
76,615
|
|
|
$
|
1,554
|
|
|
$
|
37,007
|
|
|
$
|
—
|
|
|
$
|
115,176
|
|
|
|
Three Months Ended Fiscal September
|
||||||||||||||||||||||
|
|
2015 Reported
|
|
Adjustments
(1)
|
|
2015 Adjusted
(2)
|
|
2014 Reported
|
|
Adjustments
(1)
|
|
2014 Adjusted
(2)
|
||||||||||||
NET SALES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Engines
|
|
$
|
153,116
|
|
|
$
|
—
|
|
|
$
|
153,116
|
|
|
$
|
183,787
|
|
|
$
|
—
|
|
|
$
|
183,787
|
|
Products
|
|
166,128
|
|
|
—
|
|
|
166,128
|
|
|
153,037
|
|
|
—
|
|
|
153,037
|
|
||||||
Inter-Segment Eliminations
|
|
(26,615
|
)
|
|
—
|
|
|
(26,615
|
)
|
|
(19,520
|
)
|
|
—
|
|
|
(19,520
|
)
|
||||||
Total
|
|
$
|
292,629
|
|
|
$
|
—
|
|
|
$
|
292,629
|
|
|
$
|
317,304
|
|
|
$
|
—
|
|
|
$
|
317,304
|
|
GROSS PROFIT:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Engines
|
|
$
|
27,800
|
|
|
$
|
—
|
|
|
$
|
27,800
|
|
|
$
|
25,236
|
|
|
$
|
1,765
|
|
|
$
|
27,001
|
|
Products
|
|
19,384
|
|
|
8,018
|
|
|
27,402
|
|
|
17,825
|
|
|
1,820
|
|
|
19,645
|
|
||||||
Inter-Segment Eliminations
|
|
137
|
|
|
—
|
|
|
137
|
|
|
770
|
|
|
—
|
|
|
770
|
|
||||||
Total
|
|
$
|
47,321
|
|
|
$
|
8,018
|
|
|
$
|
55,339
|
|
|
$
|
43,831
|
|
|
$
|
3,585
|
|
|
$
|
47,416
|
|
SEGMENT INCOME (LOSS) (3):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Engines
|
|
$
|
(13,677
|
)
|
|
$
|
—
|
|
|
$
|
(13,677
|
)
|
|
$
|
(16,557
|
)
|
|
$
|
1,765
|
|
|
$
|
(14,792
|
)
|
Products
|
|
(8,291
|
)
|
|
9,151
|
|
|
860
|
|
|
(7,615
|
)
|
|
1,820
|
|
|
(5,795
|
)
|
||||||
Inter-Segment Eliminations
|
|
137
|
|
|
—
|
|
|
137
|
|
|
770
|
|
|
—
|
|
|
770
|
|
||||||
Total
|
|
$
|
(21,831
|
)
|
|
$
|
9,151
|
|
|
$
|
(12,680
|
)
|
|
$
|
(23,402
|
)
|
|
$
|
3,585
|
|
|
$
|
(19,817
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reconciliation from Segment Income (Loss) to Income (Loss) from Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in Earnings from Unconsolidated Affiliates
|
|
1,887
|
|
|
—
|
|
|
1,887
|
|
|
1,529
|
|
|
—
|
|
|
1,529
|
|
||||||
Income (Loss) from Operations
|
|
$
|
(23,718
|
)
|
|
$
|
9,151
|
|
|
$
|
(14,567
|
)
|
|
$
|
(24,931
|
)
|
|
$
|
3,585
|
|
|
$
|
(21,346
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
INTEREST EXPENSE
|
|
(4,518
|
)
|
|
—
|
|
|
(4,518
|
)
|
|
(4,510
|
)
|
|
—
|
|
|
(4,510
|
)
|
||||||
OTHER INCOME, Net
|
|
2,373
|
|
|
—
|
|
|
2,373
|
|
|
2,093
|
|
|
—
|
|
|
2,093
|
|
||||||
Income (Loss) Before Income Taxes
|
|
(25,863
|
)
|
|
9,151
|
|
|
(16,712
|
)
|
|
(27,348
|
)
|
|
3,585
|
|
|
(23,763
|
)
|
||||||
PROVISION FOR INCOME TAXES
|
|
(10,584
|
)
|
|
3,203
|
|
|
(7,381
|
)
|
|
(7,999
|
)
|
|
734
|
|
|
(7,265
|
)
|
||||||
Net income
|
|
$
|
(15,279
|
)
|
|
$
|
5,948
|
|
|
$
|
(9,331
|
)
|
|
$
|
(19,349
|
)
|
|
$
|
2,851
|
|
|
$
|
(16,498
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
EARNINGS PER SHARE
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic
|
|
$
|
(0.34
|
)
|
|
$
|
0.13
|
|
|
$
|
(0.21
|
)
|
|
$
|
(0.41
|
)
|
|
$
|
0.06
|
|
|
$
|
(0.35
|
)
|
Diluted
|
|
(0.34
|
)
|
|
0.13
|
|
|
(0.21
|
)
|
|
(0.41
|
)
|
|
0.06
|
|
|
(0.35
|
)
|
2015 Fiscal Month
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of a Publicly Announced Program (1)
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (1)
|
||||||
June 30, 2014 to July 27, 2014
|
|
348,869
|
|
|
$
|
19.80
|
|
|
348,869
|
|
|
$
|
30,394,716
|
|
July 28, 2014 to August 24, 2014
|
|
397,108
|
|
|
19.15
|
|
|
397,108
|
|
|
72,790,098
|
|
||
August 25, 2014 to September 28, 2014
|
|
159,187
|
|
|
20.42
|
|
|
159,187
|
|
|
69,539,499
|
|
||
Total FIrst Quarter
|
|
905,164
|
|
|
$
|
19.62
|
|
|
905,164
|
|
|
$
|
69,539,499
|
|
(1)
|
On January 22, 2014 the Board of Directors of the Company authorized up to
$50 million
in funds associated with the common share repurchase program. On August 13, 2014, the Board of Directors of the Company authorized up to an additional
$50 million
in funds for use in the Company’s common share repurchase program with an expiration date of June 30, 2016.
|
Exhibit
Number
|
|
Description
|
|
|
|
10.1
|
|
Stock Option and Stock Award Program, as amended through October 15, 2014 (Filed herewith)
|
|
|
|
10.2
|
|
Form of 2014 Omnibus Incentive Plan Stock Option Agreement (Filed herewith)
|
|
|
|
10.3
|
|
Form of 2014 Omnibus Incentive Plan Restricted Stock Award Agreement (Filed herewith)
|
|
|
|
10.4
|
|
Form of 2014 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (Filed herewith)
|
|
|
|
10.5
|
|
Form of 2014 Omnibus Incentive Plan Performance Share Unit Award Agreement (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)
|
|
|
|
101
|
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2014 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Loss, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) related Notes to Condensed Consolidated Financial Statements
|
|
|
|
BRIGGS & STRATTON CORPORATION
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
Date:
|
November 5, 2014
|
|
/s/ David J. Rodgers
|
|
|
|
|
David J. Rodgers
|
|
|
|
|
Senior Vice President and Chief Financial Officer and
Duly Authorized Officer
|
|
Exhibit
Number
|
|
Description
|
|
|
|
10.1
|
|
Stock Option and Stock Award Program, as amended through October 15, 2014 (Filed herewith)
|
|
|
|
10.2
|
|
Form of 2014 Omnibus Incentive Plan Stock Option Agreement (Filed herewith)
|
|
|
|
10.3
|
|
Form of 2014 Omnibus Incentive Plan Restricted Stock Award Agreement (Filed herewith)
|
|
|
|
10.4
|
|
Form of 2014 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (Filed herewith)
|
|
|
|
10.5
|
|
Form of 2014 Omnibus Incentive Plan Performance Share Unit Award Agreement (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)
|
|
|
|
101
|
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2014 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Loss, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) related Notes to Condensed Consolidated Financial Statements
|
3.4.
|
Non-Disclosure of Information.
|
3.
|
COVENANTS OF NON-DISCLOSURE, NON-SOLICITATION AND NON-COMPETITION
.
|
3.
|
COVENANTS OF NON-DISCLOSURE, NON-SOLICITATION AND NON-COMPETITION
.
|
Participant:
|
[
Insert name
]
|
Performance Share Award at Target:
|
____ Performance Share Units
|
Performance Period:
|
Plan Year ____ through Plan Year ____
|
Performance Measures:
|
Cumulative Operating Income (“COI”)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Briggs & Stratton Corporation;
|
2.
|
Based on my knowledge, this 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 report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
November 5, 2014
|
|
/s/ Todd J. Teske
|
|
|
|
Todd J. Teske
|
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Briggs & Stratton Corporation;
|
2.
|
Based on my knowledge, this 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 report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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November 5, 2014
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/s/ David J. Rodgers
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David J. Rodgers
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Chief Financial Officer
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/s/ Todd J. Teske
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Todd J. Teske
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Chief Executive Officer
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November 5, 2014
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/s/ David J. Rodgers
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David J. Rodgers
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Chief Financial Officer
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November 5, 2014
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