8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 18, 2020

BRIGGS & STRATTON CORPORATION

(Exact name of registrant as specified in its charter)

Wisconsin	1-1370	39-0182330
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12301 West Wirth Street, Wauwatosa, Wisconsin 53222

(Address of principal executive offices)

(414) 259-5333

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock (par value $0.01 per share)	BGGSQ	N/A

* On August 4, 2020, a Form 25 relating to the delisting and deregistration under Section 12(b) of the Act of the registrant’s common stock was filed by the New York Stock Exchange.  The registrant’s common stock trades on the OTC Pink Market.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐

Item 2.01 Completion of Acquisition or Disposition of Assets

As previously disclosed, on July 20, 2020, Briggs & Stratton Corporation (the “Company”) and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for Eastern District of Missouri (the “Bankruptcy Court”).

As previously disclosed, effective July 19, 2020, the Company, Billy Goat Industries, Inc., Allmand Bros., Inc., Briggs & Stratton International, Inc. and Briggs & Stratton Tech, LLC (collectively with the Company, “Sellers”) entered into a stock and asset purchase agreement (as may be amended, supplemented or otherwise modified from time to time, the “SAPA”) with Bucephalus Buyer, LLC (“Buyer”), a newly formed affiliate of KPS Capital Partners, LP. Pursuant to the terms of the SAPA, Sellers agreed to sell to Buyer (i) all or substantially all of Sellers’ assets and (ii) Sellers’ equity interests in certain of Sellers’ subsidiaries and Sellers’ equity interests in certain joint ventures, and Buyer agreed to assume certain of Sellers’ liabilities for a cash purchase price of $550,000,000, subject to certain customary purchase price adjustments (the “Sale”).

On September 18, 2020, Sellers and Buyer entered into that certain Amendment No. 1 to the SAPA (the “SAPA Amendment”), which amended certain nonmaterial provisions of the SAPA, including providing for, among other things, (i) a reimbursement mechanism related to the payment of severance and vacation pay owed to certain union hourly employees and (ii) an agreement by certain parties, in satisfaction of Buyer’s closing condition, to enter into an agreement under which the Pension Benefit Guaranty Corporation shall have released the Debtors, any purchaser of Debtors’ assets and any Acquired Entities (as defined in the SAPA) from any liability, and all assets of such purchaser and the Acquired Entities of any liens, related to the Briggs & Stratton Corporation Cash Balance Retirement Plan (the “Cash Balance Plan”) and the Briggs & Stratton Corporation Pension Plan (the “PBGC Release”), and (iii) in consideration of the PBGC Release, the agreement of Buyer or one of its affiliates to assume sponsorship of, and all assets and rights related to, the Cash Balance Plan and to make a contribution in the amount of $1,600,000 to the Cash Balance Plan within seven days following the Closing (as defined in the SAPA), in exchange for a reduction in the Cash Purchase Price (as defined in the SAPA) of $1,600,000.

On September 15, 2020, the Bankruptcy Court entered an order authorizing the Sale pursuant to Section 363 of the Bankruptcy Code (the “Sale Order”). On September 21, 2020, Sellers consummated the transactions contemplated by the SAPA, thereby completing the disposition of substantially all of the Debtors’ assets. As previously disclosed in a Form 12b-25 filed on September 14, 2020 (the “Form 12b-25”) with the Securities and Exchange Commission (the “SEC”), the Company expects that no proceeds from the Sale will be distributed to the Company’s shareholders.

Proceeds from the Sale were used in part to repay the Company’s obligations under the Senior Secured Debtor-in-Possession Revolving and Term Credit Agreement, dated as of July 22, 2020 (the “DIP Credit Agreement”), among the Company, the other borrowers party thereto from time to time, the Revolving Lenders party thereto from time to time, the DIP Term Lenders party thereto from time to time, the Issuing Banks party thereto from time to time and JPMorgan Chase Bank, N.A., as the Administrative Agent, the Collateral Agent and the Australian Security Trustee.  (Capitalized terms used above have the meaning given to them in the DIP Credit Agreement.)  Following such repayment, the DIP Credit Agreement was terminated (other than those provisions that survive pursuant to the terms of the DIP Credit Agreement or the Sale Order).

The foregoing description of the SAPA does not purport to be complete and is subject to, and qualified in its entirety by the full text of the SAPA, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K that was filed by the Company with the SEC on July 20, 2020, which is incorporated herein by reference.

Item 3.03. Material Modification of Rights of Security Holders. 

The information set forth under Item 2.01 of this Current Report on Form 8-K is hereby incorporated by reference herein.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 21, 2020, effective upon consummation of the Sale and the transfer of the Company’s business to Buyer, each of Todd J. Teske, Chairman, President and Chief Executive Officer, Mark A. Schwertfeger, Senior Vice President and Chief Financial Officer, David J. Rodgers, Senior Vice President Corporate Development & President - Job Site, William H. Reitman, Senior Vice President Sales - Americas Turf & Consumer Products, and Harold L. Redman, Senior Vice President and President - Turf & Consumer Products, terminated his employment with the Company as each transitioned to a comparable role with Buyer.

As previously disclosed in the Form 12b-25, the Company’s remaining business will be managed, overseen and wound down predominantly through services provided under a transition services agreement with Buyer and by outside advisers engaged by the Company.  In addition, Mr. Teske will retain the office of Chairman, President, Chief Executive Officer and Treasurer of the Company and Kathryn M. Buono will continue as Vice President and Secretary of the Company to support those efforts.

Item 7.01. Regulation FD Disclosure.

On September 20, 2020, the Company filed its monthly operating report for the period beginning July 20, 2020 and ending August 23, 2020 (the “Monthly Operating Report”) with the Bankruptcy Court. The Monthly Operating Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Monthly Operating Report and other filings with the Bankruptcy Court related to the Chapter 11 Cases are available at a website administered by the Company’s noticing and claims agent, Kurtzman Carson Consultants LLC, at http://www.kccllc.net/Briggs. The information set forth in Item 7.01 of this Current Report on Form 8-K will not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD.

In accordance with General Instruction B.2 of Form 8-K, the information being furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

The Company expects that equity holders will experience a complete loss of their investment and therefore cautions against trading in the Company’s equity securities.

Cautionary Statement about the Monthly Operating Report

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with generally accepted accounting principles in the United States, is in a format prescribed by applicable bankruptcy laws or rules, and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

Cautionary Statement on Forward-Looking Statements

Various statements in this Current Report on Form 8-K, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of certain risks and other factors, which include the following: risks and uncertainties relating to the Chapter 11 Cases, including but not limited to, the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Cases, the effects of the Chapter 11 Cases on the Company and on the interests of various constituents, Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general, the duration of the Chapter 11 Cases, risks associated with third-party motions in the Chapter 11 Cases, and the Company’s ability to realize proceeds from remaining assets; risks related to the trading of the Company’s common stock on the OTC Pink Market, particularly because the proposed plan of liquidation provides that there will not be sufficient funds or other assets to allow holders of the Company’s common stock to receive any distribution of value in respect of their equity interests; risks relating to the Company’s ability to obtain Bankruptcy Court confirmation of the proposed plan of liquidation as proposed by the Company; the uncertainty as to when or whether the effective date of the proposed plan of liquidation will occur as currently expected by the Company; and the risk that the Chapter 11 Cases may be converted to cases under chapter 7 of the Bankruptcy Code. The Company therefore cautions readers against relying on these forward-looking statements. All forward-looking statements attributable to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and, except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits.

b)  Pro Forma Financial Information.

The Company is currently unable to prepare pro forma financial information reflecting the transaction described in Item 2.01 of this Current Report without unreasonable effort or expense, and therefore such information is not reasonably available to the Company within the meaning of Rule 12b-21 under the Exchange Act.  As a debtor-in-possession under the Bankruptcy Code, the Company files monthly operating reports with the Bankruptcy Court, which reports include financial statements that are limited in scope and prepared solely for the purpose of complying with requirements of the Bankruptcy Court.  The Company cautions investors and potential investors not to place undue reliance upon the information contained in the monthly operating reports, which are not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company.

(d) Exhibits.  The exhibit listed in the Exhibit Index below is filed as part of this report.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Monthly Operating Report, for the period covering July 20, 2020 through August 23, 2020, filed with the United States Bankruptcy Court for Eastern District of Missouri

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BRIGGS & STRATTON CORPORATION

Date:  September 21, 2020 By: /s/ Kathryn M. Buono

Kathryn M. Buono

Vice President & Secretary

EX-99.1

Exhibit 99.1

UNITED STATES TRUSTEE PROGRAM - CHAPTER 11

MONTHLY BUSINESS OPERATING REPORT

FOR THE EASTERN DISTRICT OF MISSOURI

Case Name: In re Briggs & Stratton Corporation, et al.
Case No.	20-43597
Reporting Period	July 20, 2020 - August  23, 2020
Date Bankruptcy Filed	July 20, 2020

Monthly Chapter 11 Business Operating reports to be emailed to: USTRegion13.sl.ecf@usdoj.gov

UNITED STATES CODE

TITLE 18 CRIMES AND CRIMINAL PROCEDURES

18 U.S.C. SEC 1001

Whoever, in any matter within the jurisdiction of any department or agency of the United States knowingly and willfully falsifies, conceals or covers up by any trick, scheme, or device a material fact, or makes any false, fictitious or fraudulent statements of representation, or makes or uses any false writing or document knowing the same to contain any false fictitious or fraudulent statement or entry, shall be fined not more than $250,000 or imprisoned no more than five (5) years, or both.

I certify under penalty of perjury that the operating report for the above-stated month and year is true and correct.

Date Submitted:	9/18/20
Signed:	/s/ Mark Schwertfeger
Title:	SVP - CFO
Printed Name:	Mark Schwertfeger

UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF MISSOURI

In re: Briggs & Stratton Corporation, et al.
Case No.	20-43597
Reporting Period	July 20, 2020 - August  23, 2020
Federal Tax I.D. #	39-0182330

CORPORATE MONTHLY OPERATING REPORT

REQUIRED DOCUMENTS	Form No.	Document Attached	Explanation Attached
Legal Entities and Notes to MOR		x
Schedule of Cash Disbursements	MOR-1	x
Bank Account Information	MOR-1a	x
Copies of bank statements			Attached Separately
Cash disbursements journals
Statements of Operations (Income Statement)	MOR-2	x
Balance Sheets	MOR-3	x
Statement of Cash Flows	MOR-3a		See MOR-1
Status of Postpetition Taxes	MOR-4		Attestation Attached
Copies of IRS Form 6123 or payment receipt
Copies of tax returns filed during reporting period
Status of Insurance Coverage and Premium Payments	MOR-4		Attestation Attached
Summary of Unpaid Postpetition Debts	MOR-4
Listing of Aged Accounts Payable
Accounts Receivable Reconciliation and Aging	MOR-5		Upon Request
Taxes Reconciliation and Aging	MOR-5		Attestation Attached
Schedule of Payments to Professionals	MOR-6	x
Postpetition Adequate Protection Payments	MOR-6	x
Debtor Questionnaire	MOR-7	x
Report to Other Significant Events	MOR-7	x

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

/s/ Mark Schwertfeger	9/18/2020
Signature of Authorized Individual	Date
Mark Schwertfeger	SVP - CFO
Printed Name of Authorized Individual	Title of Authorized Individual

*Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.

In re: Briggs & Stratton Corporation, et al.	List of Debtors
Case No.	20-43597
Reporting Period	July 20, 2020 - August  23, 2020
Federal Tax I.D. #	39-0182330

GENERAL:

This report includes activity from the following Debtors and related Case Numbers:

Debtor	Case Number
Billy Goat Industries, Inc.	20-10575
Briggs & Stratton Corporation	20-43597
Allmand Bros., Inc.	20-43598
Briggs & Stratton International, Inc.	20-43599
Briggs & Stratton Tech, LLC	20-43600

UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF MISSOURI

GLOBAL NOTES AND STATEMENTS OF LIMITATIONS AND DISCLAIMERS REGARDING

THE DEBTORS' MONTHLY OPERATING REPORTS

In re: Briggs & Stratton Corporation, et al.
Case No.	20-43597
Reporting Period	July 20, 2020 - August  23, 2020
Federal Tax I.D. #	39-0182330

1. Introduction

On July 20, 2020 (the “Commencement Date”), Briggs & Stratton Corporation and certain of its domestic affiliates as debtors and debtors in possession (collectively, the “Debtors”), each filed a voluntary petition for relief (the “Chapter11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Eastern District of Missouri (the "Bankruptcy Court").The Debtors are authorized to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On July 21, 2020. the Bankruptcy Court entered an order authorizing the joint administration of these Chapter 11 cases pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (Docket No. 117). Additionally, on August 5, 2020, the United States Trustee for Region 13 appointed a statutory committee of creditors pursuant to section 1102(a)(1) of the Bankruptcy Code (Docket No. 304). Information contained herein may differ from the Debtors’ filings on the Commencement Date due to more accurate information becoming available.

The Debtors are filing this consolidated monthly operating report (the “MOR”) solely for purposes of complying with the monthly operating requirements applicable in the Debtors’ chapter 11 cases.  The MOR should not be relied upon by any persons for information relating to current or future financial conditions, events, or performance of any of the Debtors or their affiliates.

The following notes, statements, and limitations should be referred to, and referenced in connection with, any review of the MOR.

2. GAAP

The financial statements and supplemental information contained herein are preliminary and unaudited, and may not comply with generally accepted accounting principles in the United States of America (“GAAP”) in all material respects.

The unaudited financial statements have been derived from the Debtors’ books and records that were available at the time of preparation.  This information, however, has not been subject to certain procedures that would typically be applied to financial information in accordance with GAAP.  Upon application of such procedures, the Debtors believe that the financial information could be subject to change, which could be material. Subsequent information or discovery may result in material changes to the MOR and errors or omissions may exist.  Notwithstanding any such discovery, new information, or errors or omissions, the Debtors do not undertake any obligation or commitment to update the MOR.  The information furnished in this report includes primarily normal recurring adjustments but does not include all adjustments that would typically be made for financial statements in accordance with GAAP.

3. General Methodology

The Debtors prepared this MOR relying primarily upon the information set forth in their books and records and financial activity occurring during the applicable reporting period.  Consequently, certain transactions that are not identified in the normal course of business in the Debtors’ books and records may not be included in this MOR.  Nevertheless, in preparing this MOR, the Debtors made reasonable efforts to supplement the information set forth in its books and records with additional information concerning transactions that may not have been identified therein.

The reporting period of this MOR is July 20, 2020 through August 23, 2020 in accordance with the company's fiscal month end.  Except as otherwise noted, no adjustments have been made for activity occurring after the close of the reporting period.

4. Currency

All amounts shown in the MOR are in U.S. Dollars unless otherwise noted.

5. Past Performance

The results of operations contained herein are not necessarily indicative of results which may be expected for any other period or for the full year and may not necessarily reflect the consolidated results of operations and financial position of the Debtors in the future.

6. Prepetition vs Postpetition Liabilities

The Debtors allocated liabilities between prepetition and postpetition periods based upon the information available at the time of, and research conducted in connection with, the preparation of this MOR.  As additional information becomes available and further research is conducted, the Debtors’ allocation of liabilities between the prepetition and postpetition periods may change.  The liability information, except as otherwise noted, is listed as of the close of business as of the end of the company's fiscal month.  Accordingly, the Debtors reserve all rights to amend, supplement or otherwise modify this MOR as necessary and appropriate.

7. Accounts Payable & Accrued Expenses

To the best of the Debtors’ knowledge, all unaudited postpetition trade payables are current as well as all premiums for insurance policies (see the Debtors' attestation concerning insurance policies).

8. Book Value of Assets

Unless otherwise indicated, the values for assets contained in this MOR are book values as of the end of the month.  Amounts ultimately realized from the disposition of the Debtors’ assets may materially vary from the stated book value.  Thus, unless otherwise noted, this MOR reflects the carrying values of the assets as recorded on the Debtors’ books and records as of the end of the month and are not based upon any estimate of their current market value.  The Debtors reserve their rights to amend or adjust the value of each asset set forth herein.

9. Consolidated Entity Accounts Payable and Disbursement Systems

As described in the Motion of Debtors for Entry of Orders (I) Authorizing Debtors to (A) Continue Existing Cash Management System, (B) Honor Certain Prepetition Obligations Related to the Use Thereof, (C) Continue Intercompany Transactions and Provide Administrative Expense Priority for Postpetition Intercompany Claims, and (D) Continue Supply Chain Financing; (II) Waiving Requirements of Section 345(b) of the Bankruptcy Code; and (III) Granting Related Relief (Docket No. 17) (the "Cash Management Motion"), the Debtors utilize a consolidated cash management system for cash receipts and cash disbursements. Cash receipts and cash disbursements are not readily available by Debtor and are therefore reflected on a consolidated basis.

Due to the nature of its consolidated Cash Management System and resulting accounting records, it would be unduly burdensome and cost prohibitive for the Debtors to record cash receipts on individual Debtors’ books and records.  In conjunction with this, and in order to effectively report their profit and loss statement and balance sheet by individual Debtor, the Debtors maintain business relationships among each other, which result in intercompany receivables and payables (the “Intercompany Transactions”).  The Debtors track all Intercompany Transactions in their accounting system, which concurrently are recorded on the applicable Debtors’ balance sheets and at the legal-entity level. Because the Debtors generally track and report their financial information on a consolidated basis, some errors may exist and adjustments in future reporting may be necessary.

10. Liabilities Subject to Compromise

As a result of commencing the Chapter 11 Cases, the payment of prepetition indebtedness is subject to compromise or other treatment under a chapter 11 plan.  Generally, actions to enforce or otherwise effect payment of prepetition liabilities are stayed.

The filing of the Chapter 11 Cases constituted an event of default under, or otherwise triggered repayment obligations with respect to,  a number of debt instruments and agreements relating to direct and indirect financial obligations of the Debtors (collectively, the “Prepetition Debt”).  As a result, obligations under the Prepetition Debt became automatically and immediately due and payable. The Debtors believe that any efforts to enforce the payment obligations under the Prepetition Debt have been stayed as a result of the filing of the Chapter 11 Cases.

The Debtors have not finalized their analysis of liabilities that may be subject to compromise, and hereby expressly reserve all rights to reclassify, estimate, and/or change any amounts to denote such amounts as liabilities subject to compromise in the future.

11. Payment of Prepetition Claims Pursuant to First Day Orders

Although payment of prepetition claims is generally not permitted, following the Commencement Date, the Bankruptcy Court entered various orders (collectively, the "First Day Orders") authorizing the Debtors to, among other things, pay certain prepetition claims in designated categories and subject to certain terms and conditions.  This relief generally was designed to preserve the value of the Debtors’ business and assets.  To the extent such claims have been categorized as “Liabilities Not Subject to Compromise,” the Debtors reserve their right to dispute their obligation to make such payments. To the extent any adjustments are necessary for any payments made on account of such prepetition claims following the Commencement Date pursuant to the authority granted to the Debtors by the Bankruptcy Court under the First Day Orders, such adjustments have been included in the MOR unless otherwise noted.

The Debtors have been paying and intend to continue to pay undisputed postpetition claims in the ordinary course of business.

12. Accuracy

The financial information disclosed herein was not prepared in accordance with federal or state securities laws or other applicable non-bankruptcy law. Persons and entities trading in or otherwise purchasing, selling, or transferring the claims against, or interests in, the Debtors should evaluate this financial information in light of the purposes for which it was prepared. The Debtors are not liable for and undertake no responsibility to indicate variations from securities laws or for any evaluations of the Debtors based on this financial information or any other information.

13. Reservation of Rights

Given the complexity of the Debtors’ business, inadvertent errors, omissions or the overinclusion of contracts or leases may have occurred in the preparation of this MOR.  Accordingly, the Debtors hereby reserve all of their rights to dispute the validity, status, enforceability or the executory nature of any claim amounts, representation or other statement in this MOR and reserve the right to amend or supplement this MOR, as may be necessary or appropriate.

Nothing contained in this MOR shall constitute a waiver of the Debtors’ rights or an admission with respect to the Chapter 11 Cases.

In re: Briggs & Stratton Corporation, et al.	MOR-1
Case No.	20-43597
Reporting Period	July 20, 2020 - August  23, 2020
Federal Tax I.D. #	39-0182330

Schedule of Cash Receipts and Disbursements

(Amounts in thousands)

Debtor	Case Number	Cash Receipts		Cash Disbursements
Billy Goat Industries, Inc.	20-10575	$	-	$	(259	)
Briggs & Stratton Corporation	20-43597		117,020		(99,671	)
Allmand Bros., Inc.	20-43598		-		(188	)
Briggs & Stratton International	20-43599		-		-
Briggs & Stratton Tech, LLC	20-43600		-		-
Total		$	117,020	$	(100,118	)

Notes to MOR-1:

Cash receipts are not readily available by Debtor and are included in MOR-1 on a consolidated basis. Disbursements related to payroll are being reported for each of Briggs & Stratton Corporation, Billy Goat Industries, Inc., and Allmand Bros., Inc.  All other disbursements are being reported on a consolidated basis in the Briggs & Stratton Corporation line item.

In re: Briggs & Stratton Corporation, et al.	MOR-1a
Case No.	20-43597
Reporting Period	July 20, 2020 - August  23, 2020
Federal Tax I.D. #	39-0182330

Bank Account Information

(Amounts in thousands)

Debtor	Case Number	Bank	Account Number	Bank Balance (7/20/2020)1		Bank Balance (8/23/20)1
Briggs & Stratton Corporation		Bank of America	8011	$	6	$	133
Briggs & Stratton Corporation		Bank of Montreal	1266		375		265
Briggs & Stratton Corporation		JP Morgan Chase	4049		8,071		10,175
Briggs & Stratton Corporation		Bank of America	8029		224		132
Briggs & Stratton Corporation		BMO	1253		638		361
Briggs & Stratton Corporation		U.S. Bank	1465		5,859		2,880
Briggs & Stratton Corporation		U.S. Bank	3-619		93		1,912
Briggs & Stratton Corporation		U.S. Bank	362		-		-
Briggs & Stratton Corporation		Bank of America	1014		1,232		1,247
Briggs & Stratton Corporation		BMO Wealth Management	8717		17		18
Briggs & Stratton Corporation		Bank of America	6598		11		11
Briggs & Stratton Corporation		U.S. Bank	6422		79		79
Briggs & Stratton Corporation		Wells Fargo Bank	3600		8,198		8,429
Briggs & Stratton Corporation		SunTrust Bank	942		-		-
Briggs & Stratton Corporation		SunTrust Bank	934		60		60
Briggs & Stratton Corporation		SunTrust Bank	959		36		36
Briggs & Stratton Corporation		SunTrust Bank	975		338		338
Briggs & Stratton Corporation		SunTrust Bank	967		225		225
Billy Goat Industries Inc.		U.S. Bank	3304		40		40
Briggs & Stratton Corporation2		U.S. Bank	4446		-		7,352
Briggs & Stratton Corporation2		U.S. Bank	4453		-		913
Total				$	25,503	$	34,606

Notes to MOR 1-a:

1. All amounts listed above reflect balances as of the filing date (as of July 20, 2020) and month end (as of August 23, 2020). Copies of bank statements and cash disbursement journals are not included in MOR-1a, but will available upon request.

2. These bank accounts were set up post-filing pursuant to First Day Orders to address (i) the professional fee escrow and (ii) adequate protection deposits for utilities.

In re: Briggs & Stratton Corporation, et al.	MOR-2
Case No.	20-43597
Reporting Period	July 20, 2020 - August  23, 2020
Federal Tax I.D. #	39-0182330

Unaudited Consolidated Statements of Operations

(Amounts in thousands)

Period Ended August 23, 2020

	Consolidated
NET SALES	$	123,687
COST OF GOODS SOLD		109,668
Gross Profit		14,019
ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		21,960
EQUITY IN EARNINGS OF UNCONSOLIDATED AFFILIATES		(1,268	)
Income (Loss) from Operations		(6,673	)
INTEREST EXPENSE		(4,205	)
OTHER INCOME, Net		(610	)
REORGANIZATION ITEMS, Net		(9,503	)
Income (Loss) Before Income Taxes		(20,991	)
PROVISION (CREDIT) FOR INCOME TAXES		(9,391	)
NET INCOME (LOSS)	$	(11,600	)

In re: Briggs & Stratton Corporation, et al.	MOR-2
Case No.	20-43597
Reporting Period	July 20, 2020 - August  23, 2020
Federal Tax I.D. #	39-0182330

Notes to MOR-2:

The Debtors' reorganization items for the period ended August 23, 2020 consisted of the following:

Period Ended August, 23 2020

(In Thousands)

	Consolidated
Professional fees	$	10,035
Accounts payable settlement (gains) losses		(532	)
Reorganization items, net		9,503

Professional fees are only those that are directly related to the reorganization and include fees associated with estate

professionals and secured lenders' professionals.

In re: Briggs & Stratton Corporation, et al.	MOR-3
Case No.	20-43597
Reporting Period	July 20, 2020 - August  23, 2020
Federal Tax I.D. #	39-0182330

Balance Sheet

(Amounts in thousands)

As of August 23, 2020

	Consolidated
CURRENT ASSETS:
Cash and Cash Equivalents		25,932
Receivables		181,441
Inventories		274,789
Prepaid Expenses and Other Current Assets		52,422
Total Current Assets		534,584
INVESTMENTS		129,835
OTHER INTANGIBLE ASSETS, Net		86,797
LONG-TERM DEFERRED INCOME TAX ASSET		13,178
OTHER LONG-TERM ASSETS, Net		35,200
RIGHT OF USE ASSET		75,200
Plant and Equipment, Net		356,924
Total Assets		1,231,718
CURRENT LIABILITIES:
Accounts Payable		82,737
Short-Term Debt		281,450
Accrued Liabilities		109,146
Short-Term Lease Obligations		5,269
Total Current Liabilities		478,602
ACCRUED PENSION COST		235,733
ACCRUED EMPLOYEE BENEFITS		22,590
ACCRUED POSTRETIREMENT HEALTH CARE OBLIGATION		22,339
OTHER LONG-TERM LIABILITIES		53,951
LONG-TERM LEASE OBLIGATIONS		70,724
LONG-TERM DEBT		-
Total Liabilities not subject to compromise		883,939
Liabilities subject to compromise		304,855
Total Liabilities		1,188,794
SHAREHOLDERS’ INVESTMENT:
Common Stock		579
Additional Paid-In Capital		73,604
Retained Earnings		573,812
Accumulated Other Comprehensive Loss		(281,024	)
Treasury Stock at Cost		(324,047	)
Total Shareholders’ Investment		42,924
Total Liabilities and Shareholders' Investment		1,231,718

In re: Briggs & Stratton Corporation, et al.	MOR-3
Case No.	20-43597
Reporting Period	July 20, 2020 - August  23, 2020
Federal Tax I.D. #	39-0182330

Notes to MOR-3:

Liabilities subject to compromise consist of the following:

	August 23, 2020
	(In Thousands)
Debt obligations		195,464
Accrued interest		9,380
Accounts payable		96,918
Accrued expenses and liabilities		3,093
Liabilities subject to compromise		304,855

In re: Briggs & Stratton Corporation, et al.	MOR-5
Case No.	20-43597
Reporting Period	July 20, 2020 - August  23, 2020
Federal Tax I.D. #	39-0182330

Notes to MOR-5:

SUMMARY OF UNPAID POSTPETITION DEBTS; ACCOUNTS RECEIVABLE RECONCILIATION AND AGING;

TAXES RECONCILIATION AND AGING

The Debtors believe that the information as disclosed in MOR-3 appropriately summarizes the ending accounts receivable and accounts payable balances of the Debtors. Due to the volume of transactions related to customer billings and vendor payments, the following items will be made available upon request: (i) summary of unpaid postpetition debts; (ii) listing of aged accounts payable; and (iii) accounts receivable reconciliation and aging. Due to the level of detailed records, (i) copies of IRS form 6123 or payment receipts, (ii) copies of tax returns filed during the reporting period and (iii) a taxes aging schedule will be made available upon request.

In re: Briggs & Stratton Corporation, et al.	MOR-6
Case No.	20-43597
Reporting Period	July 20, 2020 - August  23, 2020
Federal Tax I.D. #	39-0182330

Schedule of Payments to Debtor Professionals

((Amounts in thousands)

		Amount Paid
		7/20/2020
Professional	Role	Through 8/23/2020
Weil, Gotshal & Manges LLP	Debtors' Co-Counsel	$	-
Carmody MacDonald P.C.	Debtors' Co-Counsel		-
Foley & Lardner LLP	Debtors' Corporate Counsel		-
Houlihan Lokey Inc.	Debtors' Investment Banker		-
Ernst & Young, LLP	Debtors' Restructuring Advisor		-
Deloitte & Touche	Debtors' Independent Auditor/ Tax Advisor		-
King & Spalding LLP	Debtors' Special Litigation Counsel		-
Berkeley Research Group LLC	UCC Financial Advisor		-
Brown Rudnick LLP	UCC Co-Counsel		-
Doster, Ullom & Boyle LLC	UCC Co-Counsel		-

Notes to MOR-6:

Payments to ordinary course professionals or consultants are not included in MOR-6.

In re: Briggs & Stratton Corporation, et al.	MOR-6
Case No.	20-43597
Reporting Period	July 20, 2020 - August  23, 2020
Federal Tax I.D. #	39-0182330

Post Petition Adequate Protection Payments

(Amounts in thousands)

Principal	Beginning Balance		Advances		Repayments			Other		Ending Balance
Prepetition ABL - US	$	260,398	$	-	$	(260,398	)	$	-	$	-
Prepetition ABL - Swiss		12,500		-		(12,500	)		-		-
Terminated Hedges		24,800		-		(24,800	)		-		-
US DIP		53,000		16,507		-			-		69,507
Swiss DIP		-		10,303		-			-		10,303
FILO		-		265,000		-			-		265,000
Total	$	350,698	$	291,810	$	(297,698	)	$	-	$	344,810

Accrued Interest/Fees	Beginning Balance		Accrued(Interest)		Payments			Other		Ending Balance
Prepetition ABL	$	639	$	1,550	$	(2,347	)	$	159	$	-
DIP		-		315		-			-		315
FILO		-		918		-			-		918
Total	$	639	$	2,782	$	(2,347	)	$	159	$	1,233

In re: Briggs & Stratton Corporation, et al.	MOR-7
Case No.	20-43597
Reporting Period	July 20, 2020 - August  23, 2020
Federal Tax I.D. #	39-0182330

Debtor Questionnaire

Must be completed each month. If the answer to any of the questions is "Yes", provide a detailed explanation of each item. Attach additional sheets if necessary.
		Yes	No	Explanation
1.	Have any assets been sold or transferred outside the normal course of business this reporting period?		X
2.	Have any funds been disbursed from any account other than a debtor in possession account this reporting period?	X	X	Refer to Cash Management Order
3.	Is the Debtor delinquent in the timely filing of any postpetition tax returns?		X	See attestation
4.	Are workers' compensation, general liability or other necessary insurance coverages expired or cancelled, or has the debtor received notice of expiration or cancellation of such policies?		X
5.	Is the Debtor delinquent in paying any insurance premium payment?		X	See attestation
6.	Have any payments been made on prepetition liabilities this reporting period?	X		Only as allowed by First Day Orders
7.	Are any postpetition receivables (accounts, notes or loans) due from related parties?	X		Ordinary course transactions with affiliates discussed in the Cash Management Motion & Order
8.	Are any postpetition payroll taxes past due?		X	See attestation
9.	Are any postpetition State or Federal income taxes past due?		X	See attestation
10.	Are any postpetition real estate taxes past due?		X	See attestation
11.	Are any other postpetition taxes past due?		X	See attestation
12.	Have any prepetition taxes been paid during this reporting period?	X		Only as allowed by First Day Orders
13.	Are any amounts owed to postpetition creditors delinquent?		X
14.	Are any wage payments past due?		X
15.	Have any postpetition loans been received by the Debtor from any party?	X		Debtor-in-possession financing as approved by the Court
16.	Is the Debtor delinquent in paying any U.S. Trustee fees?		X
17.	Is the debtor delinquent with any court ordered payments to attorneys or other professionals?		X
18.	Have the owners or shareholders received any compensation outside of the normal course of business?		X

In re: Briggs & Stratton Corporation, et al.	MOR-7
Case No.	20-43597
Reporting Period	July 20, 2020 - August  23, 2020
Federal Tax I.D. #	39-0182330

Report of Other Significant Events

Provide date(s) and brief narrative description for any significant management, legal, accounting or other financial events which occurred during the month that are n ot otherwise reported previously in this document.

Debtor in Possession Financing. Pursuant to the Final Order (I) Authorizing Debtors to Obtain Postpetition Financing, (II) Authorizing Debtors to Use Cash Collateral, (III) Granting Liens and Superpriority Claims, (IV) Granting Adequate Protection to Prepetition Secured Parties, and (V) Modifying Automatic Stay (ECF No. 526) (the “Final DIP Order”), the Court¹ authorized the Debtors to obtain senior secured priming debtor in possession financing in an aggregate principal amount not to exceed $677.5 million pursuant to the terms and conditions of the DIP Credit Agreement (as defined in the Final DIP Order) with such debtor-in-possession financing consisting of: (a) a first-out, asset based revolving facility in an aggregate principal amount not to exceed on the DIP Closing Date (as defined in the Final DIP Order) $412.5 million, subject to a reduction on the DIP Term Loan Closing Date to $350 million (the “DIP ABL Facility”) and (b) a superpriority senior secured priming last-out term loan facility in an aggregate principal amount of $265 million (the “DIP Term Loan Facility,” and together with the DIP ABL Facility, the “DIP Facilities”).  Upon entry of the Final DIP Order, the Debtors were authorized to use the proceeds of the DIP Term Loan Facility first, to repay in full in cash all Prepetition ABL Obligations on the date the DIP Term Facility closes, and, second, to fund operating and other administrative expenses in the Chapter 11 Cases in accordance with the DIP Budget Covenants.

1. Capitalized terms used but not otherwise defined in this paragraph shall have the meanings ascribed to such terms in the Final DIP Order.

September 20, 2020

Office of the United States Trustee

Subject: Attestation Regarding Payment of Post Petition Taxes

Briggs & Stratton Corporation and certain of its domestic affiliates (collectively, the "Debtors") filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the Bankruptcy Court for the Eastern District of Missouri on July 20, 2020.  The Debtors hereby submit this attestation regarding taxes incurred by the Debtors (the "Postpetition Taxes").

To the best of the Debtors' knowledge, as of the date hereof, (i) all Postpetition Taxes that are not subject to dispute or reconciliation are current and (ii) there are no material disputes or reconciliations with respect to the Postpetition Taxes. For the purpose of this attestation, "Postpetition Taxes" is meant to encompass sales and use taxes, employment and wage-related taxes, franchise taxes, property taxes, foreign taxes, income taxes, and regulatory or other taxes and fees incurred postpetition by the Debtors. It should be noted that the Debtors continue to defer employer-side FICA taxes as permitted by the Federal CARES Act.

	/s/ Mark Schwertfeger
	Name:
	Position: SVP - CFO
Sworn to and Subscribed before me on this
_______ day of ____________, 2020
Notary Public

My Commission Expires

September 20, 2020

Office of the United States Trustee

Subject: Attestation Regarding Payment of Insurance Premiums

Briggs & Stratton Corporation and certain of its domestic affiliates (collectively, the "Debtors") filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the Bankruptcy Court for the Eastern District of Missouri on July 20, 2020.  The Debtors hereby submit this attestation regarding premiums for insurance programs maintained by the Debtors (the "Insurance Premiums").

To the best of the Debtors' knowledge, as of the date hereof, (i) all Insurance Premiums that are not subject to dispute or reconciliation are current and

(ii) there are no material disputes or reconciliations with respect to the Insurance Premiums.

	/s/ Mark Schwertfeger
	Name:
	Position: SVP - CFO
Sworn to and Subscribed before me on this
__________day of ___________, 2020
Notary Public

My Commission Expires

XML

Document and Entity Information	Sep. 18, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 18, 2020
Entity Registrant Name	BRIGGS & STRATTON CORPORATION
Entity Incorporation, State or Country Code	WI
Entity File Number	1-1370
Entity Tax Identification Number	39-0182330
Entity Address, Address Line One	12301 W WIRTH ST
Entity Address, City or Town	WAUWATOSA
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	53222
City Area Code	414
Local Phone Number	259-5333
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000014195
Title of 12(b) Security	Common Stock (par value $0.01 per share)
Trading Symbol	BGGSQ