Separate Financial Information Of Subsidiary Guarantors Of Indebtedness

12 Months Ended

Jul. 03, 2011

Separate Financial Information Of Subsidiary Guarantors Of Indebtedness

Separate Financial Information Of Subsidiary Guarantors Of Indebtedness

(18) Separate Financial Information of Subsidiary Guarantors of Indebtedness:

On July 12, 2007, the Company entered into a $500 million amended and restated multicurrency credit agreement. The Amended Credit Agreement ("Revolver") provides a revolving credit facility for up to $500 million in revolving loans, including up to $25 million in swing-line loans. The Revolver has a term of five years and all outstanding borrowings on the Revolver are due and payable on July 12, 2012. The Revolver contains covenants that the Company considers usual and customary for an agreement of this type, including a Maximum Total Leverage Ratio and Minimum Interest Coverage Ratio. Certain of the Company's subsidiaries are required to be guarantors of the Company's obligations under the Revolver.

Under the terms of the Company's 6.875% senior notes and the Revolver (collectively, the "Domestic Indebtedness"), Briggs & Stratton Power Products Group, LLC, a 100% owned subsidiary of the Company, is the joint and several guarantor of the Domestic Indebtedness (the "Guarantor"). The guarantees are full and unconditional guarantees. Additionally, if at any time a domestic subsidiary of the Company constitutes a significant domestic subsidiary, then such domestic subsidiary will also become a guarantor of the Domestic Indebtedness. Currently, all of the Domestic Indebtedness is unsecured. If the Company were to fail to make a payment of interest or principal on its due date, the Guarantor is obligated to pay the outstanding Domestic Indebtedness. The Company had the following outstanding amounts related to the guaranteed debt (in thousands):

	July 3, 2011 Carrying Amount		Maximum Guarantee
6.875% Senior Notes, due December 15, 2020	$	225,000	$	225,000
Revolving Credit Facility, expiring July 2012	$	0	$	500,000

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

BALANCE SHEET: As of July 3, 2011	Briggs & Stratton Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Current Assets	$	519,783	$	343,266	$	244,473	$	(138,858	)	$	968,664
Investment in Subsidiary		617,553		-		-		(617,553	)		-
Noncurrent Assets		455,876		229,054		50,692		(38,068	)		697,554
	$	1,593,212	$	572,320	$	295,165	$	(794,479	)	$	1,666,218
Current Liabilities	$	292,908	$	88,888	$	95,044	$	(132,457	)	$	344,383
Other Long-Term Obligations		562,361		20,988		45,012		(44,469	)		583,892
Shareholders' Equity		737,943		462,444		155,109		(617,553	)		737,943
	$	1,593,212	$	572,320	$	295,165	$	(794,479	)	$	1,666,218
As of June 27, 2010
Current Assets	$	495,890	$	369,714	$	210,764	$	(170,726	)	$	905,643
Investment in Subsidiary		677,242		-		-		(677,242	)		-
Noncurrent Assets		484,869		284,749		47,399		(32,602	)		784,415
	$	1,658,001	$	654,463	$	258,163	$	(880,570	)	$	1,690,057
Current Liabilities	$	607,295	$	37,530	$	89,412	$	(170,726	)	$	563,511
Other Long-Term Obligations		400,129		74,868		33,573		(32,602	)		475,969
Shareholders' Equity		650,577		542,065		135,177		(677,242	)		650,577
	$	1,658,001	$	654,463	$	258,163	$	(880,570	)	$	1,690,057

STATEMENT OF EARNINGS: For the Fiscal Year Ended July 3, 2011	Briggs & Stratton Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Net Sales	$	1,327,378	$	752,970	$	343,293	$	(313,643)	$	2,109,998
Cost of Goods Sold		1,047,229		705,410		272,686		(313,643)		1,711,682
Gross Profit		280,149		47,560		70,607		-		398,316
Engineering, Selling, General and Administrative Expenses		179,822		78,293		42,535		-		300,650
Goodwill Impairment		-		49,450		-		-		49,450
Equity in Loss from Subsidiaries		28,636		-		-		(28,636)		-
Income (Loss) from Operations		71,691		(80,183)		28,072		28,636		48,216
Interest Expense		(23,084)		(66)		(168)		-		(23,318)
Other Income (Expense), Net		4,331		308		2,517		-		7,156
Income (Loss) Before Provision for Income Taxes		52,938		(79,941)		30,421		28,636		32,054
Provision (Credit) for Income Taxes		28,583		(25,552)		4,668		-		7,699
Net Income (Loss)	$	24,355	$	(54,389)	$	25,753	$	28,636	$	24,355
For the Fiscal Year Ended June 27, 2010
Net Sales	$	1,299,283	$	740,336	$	279,134	$	(290,882)	$	2,027,872
Cost of Goods Sold		1,039,021		683,061		216,736		(290,882)		1,647,937
Gross Profit		260,262		57,275		62,398		-		379,935
Engineering, Selling, General and Administrative Expenses		164,358		76,572		39,318		-		280,248
Litigation Settlement		30,600		-		-		-		30,600
Equity in Earnings from Subsidiaries		(20,688)		-		-		20,688		-
Income (Loss) from Operations		85,992		(19,297)		23,080		(20,688)		69,087
Interest Expense		(26,218)		(96)		(155)		-		(26,469)
Other Income (Expense), Net		(7,644)		158		13,942		-		6,455
Income (Loss) Before Provision for Income Taxes		52,130		(19,235)		36,867		(20,688)		49,073
Provision (Credit) for Income Taxes		15,515		(6,962)		3,904		-		12,458
Net Income (Loss)	$	36,615	$	(12,275)	$	32,963	$	(20,688)	$	36,615
For the Fiscal Year Ended June 28, 2009
Net Sales	$	1,316,402	$	819,826	$	299,200	$	(343,239)	$	2,092,189
Cost of Goods Sold		1,083,065		767,615		246,494		(343,239)		1,753,935
Impairment of Property, Plant and Equipment		-		4,575		-		-		4,575
Gross Profit		233,337		47,636		52,706		-		333,679
Engineering, Selling, General and Administrative Expenses		148,811		75,801		40,726		-		265,338
Equity in Loss from Subsidiaries		8,644		-		-		(8,644)		-
Income (Loss) from Operations		75,882		(28,165)		11,980		8,644		68,341
Interest Expense		(30,657)		(166)		(324)		-		(31,147)
Other Income (Expense), Net		2,947		286		(18)		-		3,215
Income (Loss) Before Provision for Income Taxes		48,172		(28,045)		11,638		8,644		40,409
Provision (Credit) for Income Taxes		16,200		(9,939)		2,176		-		8,437
Net Income (Loss)	$	31,972	$	(18,106)	$	9,462	$	8,644	$	31,972

STATEMENT OF CASH FLOWS: For the Fiscal Year Ended July 3, 2011	Briggs & Stratton Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	24,355	$	(54,389)	$	25,753	$	28,636	$	24,355
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided (Used) by Operating Activities:
Depreciation and Amortization		39,632		17,768		4,428		-		61,828
Stock Compensation Expense		9,595		-		-		-		9,595
Impairment Charge		-		49,450		-		-		49,450
Earnings of Unconsolidated Affiliates, Net of Dividends		1,897		-		-		-		1,897
Equity in Earnings from Subsidiaries		28,636		-		-		(28,636)		-
Loss on Disposition of Plant and Equipment		479		920		252		-		1,651
Long-Term Intercompany Notes		(5,466)		-		5,466		-		-
Provision (Credit) for Deferred Income Taxes		41,364		(34,778)		(469)		-		6,117
Change in Operating Assets and Liabilities:
(Increase) Decrease in Receivables		35,955		10,878		6,904		(15,962)		37,775
(Increase) Decrease in Inventories		(15,635)		5,439		(10,351)		-		(20,547)
(Increase) Decrease in Prepaid Expenses and Other Current Assets		(855)		2,851		(153)		-		1,843
Increase (Decrease) in Accounts Payable, Accrued Liabilities and Income Taxes		(14,013)		(11,663)		21,799		(10,204)		(14,081)
Other, Net		2,484		91		(5,527)		-		(2,952)
Net Cash Provided (Used) by Operating Activities		148,428		(13,433)		48,102		(26,166)		156,931
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to Plant and Equipment		(47,627)		(9,384)		(2,908)		-		(59,919)
Proceeds Received on Disposition of Plant and Equipment		73		49		26		-		148
Cash Investment in Subsidiary		3,908		-		11,905		(15,813)		-
Net Cash Used by Investing Activities		(43,646)		(9,335)		9,023		(15,813)		(59,771)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Borrowings (Repayments) on Loans, Notes Payable and Long-Term Debt		(21,194)		20,465		(4,135)		26,166		21,302
Debt Issuance Costs		(4,994)		-		-		-		(4,994)
Cash Dividends Paid		(22,334)		-		-		-		(22,334)
Stock Option Exercise Proceeds and Tax Benefits		1,532		-		-		-		1,532
Capital Contributions Received		-		-		(15,813)		15,813		-
Net Cash Provided (Used) by Financing Activities		(46,990)		20,465		(19,948)		41,979		(4,494)
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		-		-		419		-		419
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		57,792		(2,303)		37,596		-		93,085
Cash and Cash Equivalents, Beginning of Year		100,880		3,675		11,999		-		116,554
Cash and Cash Equivalents, End of Year	$	158,672	$	1,372	$	49,595	$	-	$	209,639

STATEMENT OF CASH FLOWS: For the Fiscal Year Ended June 27, 2010	Briggs &  Stratton Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	36,615		$	(12,275	)	$	32,963		$	(20,688	)	$	36,615
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided (Used) by Operating Activities:
Depreciation and Amortization		42,358			18,472			5,402			-			66,232
Stock Compensation Expense		6,975			-			-			-			6,975
Earnings of Unconsolidated Affiliates, Net of Dividends		(254	)		-			188			-			(66	)
Equity in Earnings from Subsidiaries		(20,688	)		-			-			20,688			-
Loss on Disposition of Plant and Equipment		1,544			489			92			-			2,125
Long-Term Intercompany Notes		11,782			-			(11,782	)		-			-
Provision (Credit) for Deferred Income Taxes		7,033			(2,993	)		(285	)		-			3,755
Change in Operating Assets and Liabilities:
(Increase) Decrease in Receivables		(9,664	)		5,393			16,594			(36,753	)		(24,430	)
Decrease in Inventories		59,326			5,705			10,745			613			76,389
(Increase) Decrease in Prepaid Expenses and Other Current Assets		(2,302	)		3,113			221			-			1,032
Increase (Decrease) in Accounts Payable, Accrued Liabilities and Income Taxes		41,432			12,705			(30,752	)		39,754			63,139
Other, Net		5,611			4,010			2,354			-			11,975
Net Cash Provided by Operating Activities		179,767			34,619			25,740			3,615			243,741
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to Plant and Equipment		(28,903	)		(11,494	)		(4,046	)		-			(44,443	)
Proceeds Received on Disposition of Plant and Equipment		220			40			16			-			276
Cash Investment in Subsidiary		26,305			-			2,627			(28,932	)		-
Other, Net		(144	)		-			612			(612	)		(144	)
Net Cash Used by Investing Activities		(2,522	)		(11,454	)		(791	)		(29,544	)		(44,311	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Borrowings (Repayments) on Loans, Notes Payable and Long-Term Debt		(56,647	)		(20,790	)		2,204			(3,003	)		(78,236	)
Cash Dividends Paid		(22,125	)		-			-			-			(22,125	)
Stock Option Exercise Proceeds and Tax Benefits		864			-			-			-			864
Capital Contributions Received		-			-			(28,932	)		28,932			-
Net Cash Used by Financing Activities		(77,908	)		(20,790	)		(26,728	)		25,929			(99,497	)
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		-			-			629			-			629
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		99,337			2,375			(1,150	)		-			100,562
Cash and Cash Equivalents, Beginning of Year		1,541			1,301			13,150			-			15,992
Cash and Cash Equivalents, End of Year	$	100,880		$	3,675		$	11,999		$	-		$	116,554

STATEMENT OF CASH FLOWS: For the Fiscal Year Ended June 28, 2009	Briggs & Stratton Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	31,972	$	(18,106)	$	9,462	$	8,644	$	31,972
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided (Used) by Operating Activities:
Depreciation and Amortization		44,476		18,758		4,569		-		67,803
Stock Compensation Expense		3,999		-		-		-		3,999
Earnings of Unconsolidated Affiliates, Net of Dividends		3,559		-		126		-		3,685
Impairment Charge		-		4,575		-		-		4,575
Equity in Loss from Subsidiaries		8,644		-		-		(8,644)		-
Loss on Disposition of Plant and Equipment		1,959		516		39		-		2,514
Long-Term Intercompany Notes		(44,384)		-		44,384		-		-
Loss on Curtailment of Employee Benefits		1,190		-		-		-		1,190
Provision (Credit) for Deferred Income Taxes		27,624		(20,354)		98		-		7,368
Change in Operating Assets and Liabilities:
Decrease in Receivables		75,859		413,751		1,860		(431,661)		59,809
Decrease in Inventories		22,808		35,295		3,339		368		61,810
(Increase) Decrease in Prepaid Expenses and Other Current Assets		(15,647)		1,687		808		-		(13,152)
Decrease in Accounts Payable, Accrued Liabilities and Income Taxes		(54,470)		(377,898)		(24,771)		411,821		(45,318)
Change in Accrued/Prepaid Pension		(8,465)		-		24		-		(8,441)
Other, Net		566		(10,530)		4,937		(367)		(5,394)
Net Cash Provided by Operating Activities		99,690		47,694		44,875		(19,839)		172,420
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to Plant and Equipment		(27,166)		(10,994)		(4,867)		-		(43,027)
Proceeds Received on Disposition of Plant and Equipment		1,325		2,316		18		-		3,659
Cash Paid for Acquisition, Net of Cash Received		-		-		(24,757)		-		(24,757)
Cash Investment in Subsidiary		(5,899)		-		(200)		6,099		-
Other, Net		(348)		-		-		-		(348)
Net Cash Used by Investing Activities		(32,088)		(8,678)		(29,806)		6,099		(64,473)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Borrowings (Repayments) on Loans, Notes Payable and Long-Term Debt		(30,447)		(38,804)		(35,665)		19,839		(85,077)
Cash Dividends Paid		(38,171)		-		-		-		(38,171)
Capital Contributions Received		-		-		6,099		(6,099)		-
Net Cash Used by Financing Activities		(68,618)		(38,804)		(29,566)		13,740		(123,248)
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		-		-		(1,175)		-		(1,175)
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS		(1,016)		212		(15,672)		-		(16,476)
Cash and Cash Equivalents, Beginning of Year		2,557		1,089		28,822		-		32,468
Cash and Cash Equivalents, End of Year	$	1,541	$	1,301	$	13,150	$	-	$	15,992