-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JCFfX3E7p8fJkvArNpmaIZTM78iXRe0D9P+sLMUy4Y9T4d/6YmoDh2hmkGDjF1qL h21jNr8936g2zjiYry6OqQ== 0000950137-03-002964.txt : 20030515 0000950137-03-002964.hdr.sgml : 20030515 20030515090859 ACCESSION NUMBER: 0000950137-03-002964 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030515 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRUNSWICK CORP CENTRAL INDEX KEY: 0000014930 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 360848180 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01043 FILM NUMBER: 03701163 BUSINESS ADDRESS: STREET 1: ONE N FIELD CT STREET 2: C/O LLOYD CHATFIELD CITY: LAKE FOREST STATE: IL ZIP: 60045-4811 BUSINESS PHONE: 8477354700 MAIL ADDRESS: STREET 1: ONE N FIELD CT CITY: LAKE FOREST STATE: IL ZIP: 60045-4811 FORMER COMPANY: FORMER CONFORMED NAME: BRUNSWICK BALKE COLLENDER CO DATE OF NAME CHANGE: 19660919 8-K 1 c77066e8vk.txt CURRENT REPORT ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): MAY 15, 2003 -------------------- BRUNSWICK CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 001-01043 36-0848180 (State or other jurisdiction of (Commission File (IRS Employer incorporation or organization) Number) Identification No.) 1 N. FIELD COURT LAKE FOREST, IL 60045-4811 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (847) 735-4700 N/A (Former name or former address, if changed since last report) -------------------- ================================================================================ ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. EXHIBIT NUMBER DESCRIPTION OF EXHIBIT -------------- ---------------------- 99.1 Press Release, dated May 15, 2003, of Brunswick Corporation, announcing patent suit negotiations ITEM 9. REGULATION FD DISCLOSURE (INFORMATION IS BEING PROVIDED UNDER ITEM 12). On May 15, 2003, Brunswick Corporation issued a Press Release announcing the establishment by the Company of a $25 million litigation reserve in connection with ongoing negotiations regarding a patent suit. The Press Release is incorporated herein by reference, and is included as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished under "Item 9. Regulation FD Disclosure" is intended to be furnished under "Item 12. Results of Operations and Financial Condition" in accordance with SEC Release No. 33-8216. The information in this Form 8-K and the exhibits attached hereto shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. SIGNATURE 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. Dated: May 15, 2003 Brunswick Corporation By: /s/ Victoria J. Reich ------------------------------------ Victoria J. Reich Chief Financial Officer INDEX TO EXHIBITS 99.1 Press Release, dated May 15, 2003, of Brunswick Corporation, announcing patent suit negotiations EX-99.1 3 c77066exv99w1.txt PRESS RELEASE, DATED 5/14/03 [BRUNSWICK LETTERHEAD] NEWS RELEASE Release: IMMEDIATE Contact: Kathryn Chieger Vice President - Corporate and Investor Relations Phone: (847) 735-4612 LIFE FITNESS IN NEGOTIATIONS TO RESOLVE PATENT SUIT LAKE FOREST, ILL., MAY 15, 2003 -- Brunswick Corporation (NYSE: BC) announced today that its Life Fitness Division has been in negotiations regarding a potential settlement of a lawsuit with Precor, a manufacturer of fitness equipment. The lawsuit involves a dispute over patent rights held by Precor relating to the design of a cross trainer. Although the parties have not reached a final settlement of the lawsuit, in light of developments in connection with the negotiations, the company decided in May 2003 to establish a $25 million reserve related to the potential resolution of the litigation. The provision related to this reserve will be included in the financial statements to be issued with the company's quarterly report on Form 10-Q to be filed today. As a result of this reserve, the company will report 2003 first quarter net earnings of $3.8 million, or $0.04 per diluted share. Previously, the company had reported net earnings of $19.8 million, or $0.22 per diluted share, for the first quarter. Headquartered in Lake Forest, Ill., Brunswick Corporation is a manufacturer and marketer of leading consumer brands including Mercury and Mariner outboard engines; Mercury MerCruiser sterndrives and inboard engines; Teignbridge propellers; MotoTron electronic controls; Northstar marine electronics; IDS dealer management systems; Sea Ray, Bayliner, Maxum, Hatteras, Meridian and Sealine pleasure boats; Baja high-performance boats; Boston Whaler and Trophy offshore fishing boats; Princecraft fishing, deck and pontoon boats; Life Fitness, Hammer Strength and ParaBody fitness equipment; Brunswick bowling centers, equipment and consumer products; and Brunswick billiards tables. (MORE) BRUNSWICK CORPORATION COMPARATIVE CONSOLIDATED STATEMENTS OF INCOME (in millions, except per share data) (unaudited)
QUARTER ENDED MARCH 31 ------------------------------------------- 2003 2002 % Change ---------- ---------- ---------- NET SALES $ 934.5 $ 866.7 8% Cost of sales 725.7 675.3 Selling, general and administrative expense 170.8 161.1 Litigation charge 25.0 - ---------- ---------- OPERATING EARNINGS (1) 13.0 30.3 -57% Interest expense (10.7) (11.0) -3% Other income 3.6 1.3 ---------- ---------- EARNINGS BEFORE INCOME TAXES 5.9 20.6 -71% Income tax provision 2.1 7.4 ---------- ---------- EARNINGS BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 3.8 13.2 -71% Cumulative effect of change in accounting principle, net of tax (2) - (25.1) ---------- ---------- NET EARNINGS (LOSS) $ 3.8 ($ 11.9) NM ========== ========== BASIC EARNINGS PER COMMON SHARE: Earnings before cumulative effect of change in accounting principle $ 0.04 $ 0.15 -73% Cumulative effect of change in accounting principle (2) - (0.28) ---------- ---------- Net earnings (loss) $ 0.04 ($ 0.13) NM ========== ========== DILUTED EARNINGS PER COMMON SHARE: Earnings before cumulative effect of change in accounting principle $ 0.04 $ 0.15 -73% Cumulative effect of change in accounting principle (2) - (0.28) ---------- ---------- Net earnings (loss) $ 0.04 ($ 0.13) NM ========== ========== AVERAGE SHARES USED FOR COMPUTATION OF: Basic earnings per share 90.6 88.7 2% Diluted earnings per share 90.6 89.7 1%
(1) Operating earnings in the first quarter of 2003 include a $25.0 million litigation charge in connection with a patent infringement lawsuit relating to the design of a cross-trainer. (2) The Company adopted SFAS No. 142, effective Jan. 1, 2002 NM = Not Meaningful (more) BRUNSWICK CORPORATION SELECTED FINANCIAL INFORMATION (in millions) (unaudited) SEGMENT INFORMATION
QUARTER ENDED MARCH 31 ---------------------------------------------------------------------------------------------- Net Sales OPERATING EARNINGS OPERATING MARGIN ----------------------------------- ---------------------------------- ------------------- % % 2003 2002 Change 2003 2002 Change 2003 2002 ------------ ----------- --------- --------- ----------- --------- -------- -------- MARINE ENGINE $ 412.8 $ 370.4 11% $ 19.3 $ 24.7 -22% 4.7% 6.7% BOAT 378.6 353.9 7% 14.1 3.3 NM 3.7% 0.9% MARINE ELIMINATIONS (61.2) (52.8) - - ----------- ---------- -------- ----------- TOTAL MARINE 730.2 671.5 9% 33.4 28.0 19% 4.6% 4.2% FITNESS(1) 119.2 105.0 14% (12.5) 8.9 NM -10.5% 8.5% BOWLING & BILLIARDS 85.1 90.2 -6% 8.4 8.5 -1% 9.9% 9.4% CORPORATE/OTHER - - (16.3) (15.1) 8% ----------- ---------- -------- ----------- TOTAL $ 934.5 $ 866.7 8% $ 13.0 $ 30.3 -57% 1.4% 3.5% =========== ========== ======== ===========
(1) Fitness segment operating earnings include a $25.0 million litigation charge in the quarter ended March 31, 2003, in connection with a patent infringement lawsuit relating to the design of a cross-trainer. NM = Not Meaningful (more) BRUNSWICK CORPORATION COMPARATIVE CONSOLIDATED BALANCE SHEETS (in millions)
March 31, December 31, March 31, 2003 2002 2002 ---------- ---------- ---------- (unaudited) (unaudited) ASSETS CURRENT ASSETS Cash and cash equivalents $ 280.0 $ 351.4 $ 143.6 Accounts and notes receivables, net 441.7 401.4 432.1 Inventories Finished goods 293.4 272.5 294.9 Work-in-process 209.8 201.6 185.2 Raw materials 64.5 72.8 59.1 ---------- ---------- ---------- Net inventories 567.7 546.9 539.2 ---------- ---------- ---------- Prepaid income taxes 302.6 305.1 318.2 Prepaid expenses and income tax refunds receivable 43.4 55.4 39.6 ---------- ---------- ---------- CURRENT ASSETS 1,635.4 1,660.2 1,472.7 NET PROPERTY 777.8 792.7 787.5 OTHER ASSETS Goodwill and other intangibles 577.9 570.3 568.9 Investments and other long-term assets 382.2 383.9 356.6 ---------- ---------- ---------- TOTAL ASSETS $ 3,373.3 $ 3,407.1 $ 3,185.7 ========== ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Short-term debt $ 30.7 $ 28.9 $ 40.8 Accounts payable 281.0 291.2 214.5 Accrued expenses and accrued income taxes 650.5 685.5 631.3 ---------- ---------- ---------- CURRENT LIABILITIES 962.2 1,005.6 886.6 LONG-TERM DEBT 588.1 589.5 599.1 DEFERRED ITEMS 717.2 710.2 561.0 COMMON SHAREHOLDERS' EQUITY 1,105.8 1,101.8 1,139.0 ---------- ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 3,373.3 $ 3,407.1 $ 3,185.7 ========== ========== ========== SUPPLEMENTAL INFORMATION Debt-to-capitalization rate 35.9% 35.9% 36.0%
(MORE) BRUNSWICK CORPORATION COMPARATIVE CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) (unaudited)
QUARTER ENDED MARCH 31 ----------------------- 2003 2002 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net earnings (loss) $ 3.8 $ (11.9) Depreciation and amortization 35.6 37.5 Change in accounting principle, net of tax - 25.1 Changes in noncash current assets and current liabilities (110.3) (50.0) Income taxes and other, net 28.7 32.0 -------- -------- NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES (42.2) 32.7 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (19.9) (16.3) Investments (11.9) - Acquisitions of businesses, net of cash acquired - (8.8) Other, net - 2.4 -------- -------- NET CASH USED FOR INVESTING ACTIVITIES (31.8) (22.7) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Net issuances of commercial paper and other short-term debt 2.2 - Stock options exercised 0.4 25.1 -------- -------- NET CASH PROVIDED BY FINANCING ACTIVITIES 2.6 25.1 -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (71.4) 35.1 CASH AND CASH EQUIVALENTS AT JANUARY 1 351.4 108.5 -------- -------- CASH AND CASH EQUIVALENTS AT MARCH 31 $ 280.0 $ 143.6 ======== ========
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