<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 27, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-1370
BRIGGS & STRATTON CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 39-0182330
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12301 West Wirth Street, Wauwatosa, Wisconsin 53222
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(Address of Principal Executive Offices) (Zip Code)
414/259-5333
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
---- ----
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Outstanding at
Class February 1, 1999
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COMMON STOCK, par value $0.01 per share 23,464,015 Shares
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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
INDEX
Page No.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Condensed Balance Sheets -
December 27, 1998 and June 28, 1998 3
Consolidated Condensed Statements of Income -
Three Months and Six Months ended
December 27, 1998 and December 28, 1997 5
Consolidated Condensed Statements of Cash Flow -
Six Months ended December 27, 1998 and
December 28, 1997 6
Notes to Consolidated Condensed Financial
Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 11
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
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<PAGE> 3
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands)
ASSETS
<TABLE>
<CAPTION>
December 27, June 28,
1998 1998
------------ ---------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 2,243 $ 84,527
Receivables, net 302,050 136,629
Inventories -
Finished products and parts 105,974 58,975
Work in process 61,644 45,217
Raw materials 4,885 3,684
-------- --------
Total inventories 172,503 107,876
Future income tax benefits 31,854 31,287
Prepaid expenses 24,860 21,727
-------- --------
Total current assets 533,510 382,046
-------- --------
OTHER ASSETS:
Marketable securities 1,680 -
Deferred income tax assets 6,579 9,555
Capitalized software 7,472 9,881
-------- --------
Total other assets 15,731 19,436
-------- --------
PLANT AND EQUIPMENT -
Cost 829,359 812,428
Less - Accumulated depreciation 433,395 420,501
-------- --------
Total plant and equipment, net 395,964 391,927
-------- --------
$945,205 $793,409
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
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<PAGE> 4
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS (Continued)
(In thousands)
LIABILITIES & SHAREHOLDERS' INVESTMENT
<TABLE>
<CAPTION>
December 27, June 28,
1998 1998
------------ --------
(Unaudited)
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable $ 80,162 $ 76,915
Domestic notes payable 135,020 4,700
Foreign loans 22,254 14,336
Current maturities of long-term debt 15,000 15,000
Accrued liabilities 107,955 101,465
Dividends payable 6,765 -
Federal and state income taxes 23,096 10,529
-------- --------
Total current liabilities 390,252 222,945
-------- --------
OTHER LIABILITIES:
Deferred revenue on sale of plant and equipment 15,848 15,893
Accrued pension cost 21,880 26,477
Accrued employee benefits 12,843 12,571
Accrued postretirement health care obligation 69,992 70,933
Long-term debt 128,205 128,102
-------- --------
Total other liabilities 248,768 253,976
-------- --------
SHAREHOLDERS' INVESTMENT:
Common stock-
Authorized 60,000 shares, $.01 par value,
Issued 28,927 shares 289 289
Additional paid-in capital 37,029 37,776
Retained earnings 549,265 533,805
Unearned compensation on restricted stock (263) -
Unearned loss on marketable securities (64) -
Cumulative translation adjustments (1,341) (2,110)
Treasury stock at cost, 5,731 and 5,103 shares,
respectively (278,730) (253,272)
-------- --------
Total shareholders' investment 306,185 316,488
-------- --------
$945,205 $793,409
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
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<PAGE> 5
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------ ----------------
Dec. 27 Dec. 28 Dec. 27 Dec. 28
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
NET SALES $359,943 $308,481 $583,924 $479,038
COST OF GOODS SOLD 288,472 257,584 474,841 401,730
-------- -------- -------- --------
Gross profit on sales 71,471 50,897 109,083 77,308
ENGINEERING, SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 29,107 30,065 58,355 59,239
-------- -------- -------- --------
Income from operations 42,364 20,832 50,728 18,069
INTEREST EXPENSE (4,748) (5,248) (8,158) (9,042)
OTHER INCOME, net 1,801 1,020 3,948 3,335
-------- -------- -------- --------
Income before provision
for income taxes 39,417 16,604 46,518 12,362
PROVISION FOR INCOME TAXES 14,780 6,310 17,440 4,700
-------- -------- -------- --------
Net income $ 24,637 $ 10,294 $ 29,078 $ 7,662
======== ======== ======== ========
EARNINGS PER SHARE DATA -
Average shares outstanding 23,308 24,903 23,467 25,034
======== ======== ======== ========
Basic earnings per share $ 1.06 $ .41 $ 1.24 $ .31
======== ======== ======== ========
Diluted average shares outstanding 23,481 25,054 23,588 25,189
======== ======== ======== ========
Diluted earnings per share $ 1.05 $ .41 $ 1.23 $ .30
======== ======== ======== ========
CASH DIVIDENDS PER SHARE $ .29 $ .28 $ .58 $ .56
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
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<PAGE> 6
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
--------------------------------
December 27, December 28,
1998 1997
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 29,078 $ 7,662
Adjustments to reconcile net income to net
cash used in operating activities -
Depreciation 23,698 22,567
Amortization of discount on long-term debt 103 103
Amortization of compensation on
restricted stock 24 -
Loss on disposition of plant and equipment 195 736
Provision for deferred income taxes 2,450 (316)
Change in operating assets and liabilities -
Increase in accounts receivable (166,692) (115,394)
Increase in inventories (64,625) (87,282)
(Increase)Decrease in prepaid expenses (3,252) 1,927
Increase(decrease) in accounts payable
and accrued liabilities 30,557 (3,133)
Other, net (4,262) (457)
--------- ---------
Net cash used in operating activities (152,726) (173,587)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to plant and equipment (29,881) (26,124)
Proceeds received on sale of plant and equipment 1,382 336
--------- ---------
Net cash used in investing activities (28,499) (25,788)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings on domestic and foreign loans 138,714 142,905
Dividends (13,618) (13,963)
Purchase of common stock for treasury (35,614) (43,501)
Proceeds from exercise of stock options 8,897 8,045
--------- ---------
Net cash provided by financing activities 98,379 93,486
--------- ---------
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE
CHANGES ON CASH AND CASH EQUIVALENTS 562 (587)
--------- ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS (82,284) (106,476)
CASH AND CASH EQUIVALENTS, beginning 84,527 112,859
--------- ---------
CASH AND CASH EQUIVALENTS, ending $ 2,243 $ 6,383
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid $ 7,559 $ 4,807
========= =========
Income taxes paid $ 2,937 $ 3,713
========= =========
</TABLE>
The accompanying notes are an integral part of these statements.
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<PAGE> 7
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
The accompanying unaudited consolidated condensed financial statements
have been prepared in accordance with the rules and regulations of the
Securities and Exchange Commission and therefore do not include all information
and footnotes necessary for a fair presentation of financial position, results
of operations and cash flows in conformity with generally accepted accounting
principles. However, in the opinion of the Company, adequate disclosures have
been presented to make the information not misleading, and all adjustments
necessary to present fair statements of the results of operations and financial
position have been included. All of these adjustments are of a normal recurring
nature. These condensed financial statements should be read in conjunction with
the financial statements and the notes thereto which were included in the
Company's latest Annual Report on Form 10-K.
The caption entitled Marketable Securities represents stock received in
the sale of the Company's software business at the end of the first quarter of
fiscal 1999. These securities are being classified as available-for-sale and are
being reported at fair market value. The unrealized gain or loss incurred on
this stock was recorded as Unearned Loss on Marketable Securities in the
Shareholders' Investment section of the balance sheet.
The Company's Board of Directors authorized awards of a total of 8,000
shares of restricted stock to key employees in August 1998 from the Company's
treasury stock. These shares shall be forfeitable until they become vested upon
the first to occur of the following: five years from the award date; a change in
control; or termination of employment by reason of retirement, disability or
death. The market value of these shares was recorded as Unearned Compensation on
Restricted Stock at the award date and is being amortized to compensation
expense over the five years.
The Company adopted Financial Accounting Standard (FAS) No. 130,
Reporting Comprehensive Income, in the quarter ended September 1998. This
statement requires the reporting of comprehensive income in addition to net
income from operations. Comprehensive income is a more inclusive financial
reporting method that includes disclosure of certain financial information that
historically has not been recognized in the calculation of net income. The
Company has foreign currency translation adjustments accounted for under FAS
Statement No. 52 which fall within this definition. Total comprehensive income
is as follows (in thousands):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------ ----------------
Dec. 27 Dec. 28 Dec. 27 Dec. 28
1998 1997 1998 1997
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net income $24,637 $10,294 $29,078 $ 7,662
Foreign currency translation adjustments 243 (422) 769 (665)
Unearned loss on marketable securities,
(net of tax) (64) - (64) -
-------- ------- ------- -------
Total comprehensive income $ 24,816 $ 9,872 $29,783 $ 6,997
======== ======= ======= =======
</TABLE>
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<PAGE> 8
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following is management's discussion and analysis of the Company's
financial condition and results of operations for the periods included in the
accompanying consolidated condensed financial statements:
RESULTS OF OPERATIONS
SALES
Net sales for the second fiscal quarter increased $51 million or 17%
compared to the same period of the previous year. This increase resulted
primarily from the following factors: a $50 million increase in sales dollars
resulting from a 17% increase in engine unit shipments, and $6 million from
increased prices, offset by $5 million reduction due to a mix change in engines
sold.
Net sales for the six months ended December 1998 increased $105 million
or 22% when compared to the first half of the prior year. This increase resulted
from the same factors discussed above for the quarter. There was a $115 million
increase in sales dollars due to a 27% increase in engine unit shipments, and $6
million from increased prices, offset by a mix change in engines sold of $16
million.
GROSS PROFIT
The gross percentage increased to 20% in the current quarter from 16%
in the preceding year's second quarter. This increase resulted primarily from
the $6 million of price increases, absorption of fixed expenses over more units
produced of $6 million and lower material costs for aluminum of $2 million, the
major raw material used in engines.
The gross profit margins for the six-month period increased to 19% in
the current year from 16% in the preceding year. The increase resulted primarily
from $6 million of price increases, $6 million attributed to the benefit of
greater production in the second quarter, lower costs for aluminum of $3
million, and $1 million of lower costs for purchased engines caused by favorable
exchange rates.
ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
This category decreased by 3% or $1 million between the second fiscal
quarters of 1999 and 1998. This resulted from a $3 million decrease in costs
related to the software business the Company sold at the end of the first
quarter of the current fiscal year, offset by increased advertising costs of $1
million and a $1 million increase in profit sharing expense due to improved
results.
The 1% or $1 million decrease for the comparative six-month period was
due primarily to the same factors discussed above for the quarter. There was a
$3 million decrease in costs related to the software business and reduced
expenses of $1 million related to the implementation of the Company's new
computer system. These decreases were offset by $1 million increases in both
advertising and profit sharing expenses.
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<PAGE> 9
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
INTEREST EXPENSE
Interest expense decreased $1 million in the three-month comparison and
$1 million in the six-month comparison. These decreases were the result of lower
average interest rates on working capital borrowings and the repayment of $15
million of long-term debt at the end of fiscal year 1998.
OTHER INCOME
This category increased $1 million in both the three-month and
six-month periods. In each period, the primary change is due to reductions in
the loss on the disposition of plant and equipment.
PROVISION FOR INCOME TAXES
The effective rate used in both the three-month and six-month periods
for the current year was 37.5%. This is management's estimate of what the rate
will be for the entire 1999 fiscal year. Last year's rate was 38% in both
periods; however, the final effective rate for the entire 1998 fiscal year was
37.6%.
LIQUIDITY AND CAPITAL RESOURCES
Cash used in operating activities for the six-month period was $153
million in fiscal 1999 and $174 million in 1998. In the six-month period, net
income before depreciation provided cash of $53 million for fiscal 1999 and $30
million for fiscal 1998. Accounts receivable increased $167 million in fiscal
1999 and $115 million in fiscal 1998. The increase in accounts receivable was
caused by increased sales near the end of the six months ended December 1998.
Inventory increased $65 million in fiscal 1999 compared to $87 million in fiscal
1998. Increased sales account for the decrease in the buildup of inventories.
Accounts payable and accrued liabilities increased $31 million in fiscal 1999
compared to a decrease of $3 million in fiscal 1998. The $31 million increase
was primarily due to a $22 million increase in accounts payable as a result of
the timing of payments and an $11 million increase in federal and state income
taxes payable due to the higher level of earnings.
Cash used in investing activities totaled $28 million in the six-month
period and $26 million the same period of the preceding year. Additions to plant
and equipment primarily made up the cash used in each year.
Financing activities provided $98 million of cash in 1999 compared to
$93 million in 1998. Net borrowings were $139 million and $143 million,
respectively. The Company used $36 million in the current year and $44 million
in the preceding year for its stock repurchase program.
FUTURE LIQUIDITY AND CAPITAL RESOURCES
The Company completed the share repurchase program authorized by the
Board of Directors in fiscal 1997 for $300 million of its common stock in the
second quarter of fiscal 1999. In January 1999, the Board of Directors approved
a repurchase of up to 1.3 million additional shares of the Company's common
stock. Purchases will be made from time to time in open market or private
transactions. The share repurchase is intended to minimize dilution from shares
issued for employee benefit plans and will be funded from available cash.
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<PAGE> 10
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
Management expects capital expenditures for reinvestment in equipment
and new products to total $70 million in fiscal 1999.
The Company currently intends to increase future cash dividends per
share at a rate approximating the inflation rate, subject to the discretion of
its Board of Directors and requirements of applicable law.
Management believes that available cash, the credit facility, cash
generated from operations, existing lines of credit and access to public debt
markets will be adequate to fund the Company's capital requirements for the
foreseeable future.
OUTLOOK
Based on customer expectations, orders actually placed and favorable
econometric forecasts, and assuming normal spring weather, the Company expects
higher sales and earnings for the full fiscal year.
Overall, the Company expects that engine unit sales will reflect a
small increase in fiscal 1999 compared to fiscal 1998. Historically, the Company
has built inventory in the first six months of the fiscal year and shipped much
of this inventory in the second half of the fiscal year, primarily in the third
quarter. The Company expects to ship fewer engines in the second half of this
fiscal year because of lower inventories that were caused by increased shipments
in the first six months.
In fiscal 1998 the Company experienced adverse effects on revenue and
gross profit as a result of the strong U.S. dollar compared to European
currencies. Assuming the exchange rates of the U.S. dollar against the European
currencies remain consistent with December 1998, management believes that the
adverse effect on revenue and gross profit will be significantly less in fiscal
1999 than in fiscal 1998.
OTHER MATTERS
Emissions
Environmental Protection Agency (EPA) currently expects to finalize the
Phase II regulation for non hand-held small engines in March of 1999. EPA has
informed industry that the final regulation will impose more stringent standards
over the useful life of the engine. The standards will be phased in from 2001 to
2005 for Class II engines and from 2003 to 2008 for Class I engines. It is not
anticipated that this will have a material effect on the financial condition or
results of operations of the Company.
Year 2000 Issues
The Company has completed implementation of its new company-wide
information system. All business transactions are being processed on the new
system, which addressed the great majority of information technology year 2000
computer issues. The Company has initiated a business recovery program at an
off-site location which will be used for complete testing of the new
company-wide information system. This testing is expected to be completed by the
middle of the 1999 calendar year.
Project expenditures to date total $29 million. The Company expects to
incur an additional $6 million of incremental costs, running through the 2002
fiscal year, because of related projects.
The Company is nearing completion of the assessment phase of its
non-information technology systems. Based on the assessment completed to date,
the Company does not anticipate the need to develop an extensive contingency
plan for non-information systems, so it is not expecting to incur material
incremental costs to do this.
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<PAGE> 11
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
Certain statements in Management's Discussion and Analysis of Financial
Condition and Results of Operations may contain forward-looking statements that
involve risks and uncertainties that could cause actual results to differ
materially from those projected in the forward-looking statements. The words
"anticipate", "believe", "estimate", "expect", "objective", and "think" or
similar expressions are intended to identify forward-looking statements. The
forward-looking statements are based on the Company's current views and
assumptions and involve risks and uncertainties that include, among other
things, the effects of weather on the purchasing patterns of the Company's
customers and end use purchasers of the Company's engines; the seasonal nature
of the Company's business; actions of competitors; changes in laws and
regulations, including accounting standards; employee relations; customer
demand; prices of purchased raw materials and parts; domestic economic
conditions, including housing starts and changes in consumer disposable income;
foreign economic conditions, including currency rate fluctuations; the ability
of the Company's customers and suppliers to meet year 2000 compliance; and
unanticipated internal year 2000 issues. Some or all of the factors may be
beyond the Company's control.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes since the September 8, 1998 filing
of the Company's Annual Report on Form 10-K.
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The information required by this item was previously reported in the
Company's Form 10-Q for the first quarter ended September 27, 1998.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Exhibit
Number Description
------ -----------
10.1 Separation Agreement*
10.2 Agreement with Executive Officer*
11 Computation of Earnings Per Share of Common Stock*
12 Computation of Ratio of Earnings to Fixed Charges*
27 Financial Data Schedule, December 27, 1998*
*Filed herewith
-11-
<PAGE> 12
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
(b) Reports on Form 8-K.
There were no reports on Form 8-K for the second quarter ended December
27, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BRIGGS & STRATTON CORPORATION
(Registrant)
Date: February 8, 1999 /s/ J. E. Brenn
------------------------------------
J. E. Brenn
Senior Vice President and Chief
Financial Officer
Date: February 8, 1999 /s/ T. J. Teske
------------------------------------
T. J. Teske
Controller
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<PAGE> 13
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
10.1 Separation Agreement*
10.2 Agreement with Executive Officer*
11 Computation of Earnings Per Share of Common Stock*
12 Computation of Ratio of Earnings to Fixed Charges*
27 Financial Data Schedule*
* Filed herewith.
-13-
<PAGE> 1
BRIGGS & STRATTON CORPORATION
Form 10-Q for Quarterly Period Ended December 27, 1998
Exhibit No. 10.1
SEPARATION AGREEMENT
<PAGE> 2
SEPARATION AGREEMENT
This agreement is made as of this 30th day of November by and between Briggs &
Stratton Corporation, a Wisconsin corporation (the "Employer") and Robert H.
Eldridge (the "Employee"). In consideration of the promises set forth herein,
the parties hereto agree as follows:
1. Employment. Employment agreement executed on January 30, 1998 between
Robert H. Eldridge and Briggs & Stratton shall remain in force through
October 31, 1999. The Employee's service shall be performed at the location
where he was employed immediately preceding the date hereof or any office
or location less than 35 miles from such location.
2. Other Compensation and Benefits. Except as specified in this Section 2 and
Sections 3 and 4 hereof, Employee shall participate in such executive
compensation structures and employee benefit plans as shall cover senior
executives of the Employer generally and his participation and benefits
(and the participation and benefits of any person claiming through his
status as a participant) shall be governed by the terms and conditions of
such structures and plans through October 31, 1999.
3. Supplemental Pension Benefits. If Employee's employment shall continue
until October 31, 1999, he shall be entitled to a monthly pension benefit
commencing November 1, 1999 equal to $16,667.00, which shall be payable in
the form of a joint and 100% survivor annuity - i.e., the monthly pension
shall be $16,667.00 during Employee's lifetime, and should the spouse to
whom he was legally married on November 1, 1999 survive him, she will be
paid a monthly annuity for her life of $16,667.00. Such amounts shall
include any amounts to which the Employee and such surviving spouse may be
entitled under any qualified defined benefit pension plan maintained by the
Employer and any unfunded supplemental defined benefit pension plan
maintained by the Employer. To the extent that Employee is covered by a
plan or plans described in the preceding sentence, he shall make all such
elections and file all such papers as the Employer shall require so that
benefits under such plans shall be payable in the form and at the time
specified in the first sentence of this Section 3. To the extent that the
benefits specified under this Section 3 exceed the benefits payable under
such plans, any and all such benefits shall be an unfunded obligation of
the Employer as to which the Employee and any person claiming through the
Employee shall be merely a general unsecured creditor of the Employer;
provided that the Company shall cause this benefit to be covered by the
"rabbi" trust which it maintains with respect to other executive benefits.
4. Medical Coverage. If Employee's employment shall continue until October 31,
1999, he shall be entitled to purchase medical coverage for the period
commencing on his separation from active service and continuing until he
reaches age 65 as though he were covered by the medical coverage
continuation rules of the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended ("COBRA") for that entire period.
5. Release. As a condition to the receipt of the benefits described in the
first clause of the first sentence of Section 3 hereof, the Employee shall
execute such release as the Employer shall specify.
6. Governing Law. This Agreement shall be governed by the internal laws of the
State of Wisconsin.
<PAGE> 3
7. Binding Effects. The rights and obligations of the Employer hereunder shall
inure to the benefit of and shall be binding upon the respective successors
and assigns of Employer.
8. Non-waiver. The waiver by Employer of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any other or
subsequent breach by the Employee.
9. Approval. This Agreement shall be subject to the approval of the
Nominating, Compensation and Governance Committee of the Board of Directors
of the Employer.
10. Headings. Headings are for convenience of reference only.
BRIGGS & STRATTON CORPORATION
By /s/ C. B. Rogers, Jr. /s/ R. H. Eldridge
---------------------------------- -----------------------------
C. B. Rogers, Jr., Chairman Robert H. Eldridge (Employee)
Nominating, Compensation and
Governance Committee
<PAGE> 1
BRIGGS & STRATTON CORPORATION
Form 10-Q for Quarterly Period Ended December 27, 1998
Exhibit No. 10.2
AGREEMENT WITH EXECUTIVE OFFICER
<PAGE> 2
AGREEMENT
This Agreement is made this 30th day of November, 1998, by and
between Briggs & Stratton Corporation, a Wisconsin corporation (the "Employer")
and M. D. Hamilton (the "Employee"). In consideration of the promises set forth
herein, the parties hereto agree as follows:
1. Employment. Employer shall employ Employee from the date
hereof until December 31, 2002, unless such employment shall be
terminated earlier as specified herein. During the term specified in
the preceding sentence, Employee's position (including status, offices,
titles and reporting requirements), authority, duties and
responsibilities shall be at least commensurate in all material
respects with the most significant of those held, exercised and
assigned immediately preceding the date hereof and the Employee's
service shall be performed at the location where he was employed
immediately preceding the date hereof or any office or location less
than 35 miles from such location.
Employer may terminate Employee's employment at any time for
any of the following causes:
(a) the continuing inability of the Employee, for a
period of at least 90 days, to perform and carry out his
duties and responsibilities under this Agreement for any
reason, including mental or physical disability. The
determination of such inability shall be made in the sole
discretion of the Board of Directors of the Employer;
(b) gross negligence or repeated neglect by Employee
in the performance of duties for Employer;
(c) material breach by Employee of the terms of this
Agreement; or
(d) death.
2. Salary. During the term specified in Section 1 hereof,
Employer shall pay Employee a monthly salary of no less than
$20,936.00, payable in semi-monthly installments, or at such other
intervals as salary is paid to other senior executives of the Employer
generally.
3. Other Compensation and Benefits. Except as specified in
this Section 3 and Sections 4 and 5 hereof, Employee shall participate
in such executive compensation structures and employee benefit plans as
shall cover senior executives of the Employer generally and his
participation and benefits (and the participation and benefits of any
person claiming through his status as a participant) shall be governed
by the terms and conditions of such structures and plans.
Effective with respect to stock option grants made during and
after 1998, the number of stock options which shall be granted Employee
shall be one-half of the number of options which would have been
granted to him by application of the formula or other method of
determination used by the Employer for the grant of options to other
senior executives of the Employer at the time in question.
<PAGE> 3
For purposes of determining any cash bonus to which Employee
may be entitled and the computation of which is a function of base
salary, Employee's monthly base salary during the term covered hereby
shall be deemed to be actual base salary, plus $2,510.00.
4. Supplemental Pension Benefits. If Employee's employment
shall continue until December 31, 2002, he shall be entitled to a
monthly pension benefit commencing January 1, 2003 equal to $20,833.33,
which shall be payable in the form of a joint and 50% survivor annuity
-- i.e., the monthly pension shall be $20,833.33 during Employee's
lifetime, and should the spouse to whom he was legally married on
December 31, 2002 survive him, she will be paid a monthly annuity for
her life of $10,416.67. Such amounts shall include any amounts to which
the Employee and such surviving spouse may be entitled under any
qualified defined benefit pension plan maintained by the Employer and
any unfunded supplemental defined benefit pension plan maintained by
the Employer. To the extent that Employee is covered by a plan or plans
described in the preceding sentence, he shall make all such elections
and file all such papers as the Employer shall require so that benefits
under such plans shall be payable in the form and at the time specified
in the first sentence of this Section 4. To the extent that the
benefits specified under this Section 4 exceed the benefits payable
under such plans, any and all such benefits shall be an unfunded
obligation of the Employer as to which the Employee and any person
claiming through the Employee shall be merely a general unsecured
creditor of the Employer; provided that the Company shall cause this
benefit to be covered by the "rabbi" trust which it maintains with
respect to other executive benefits.
If Employee's employment is terminated prior to December 31,
2002, under the rules of Section l.a. hereof, he shall be entitled to
the benefits described in the first paragraph of this Section 4,
commencing on the first day of the first calendar month commencing
after the date that his employment is so terminated except that the
number set forth in the schedule below, which corresponds to the date
that his employment is so terminated, shall be substituted for
$20,833.33 (and one-half of such number shall be substituted for
$10,416.07).
Date of Termination of Employment Monthly Benefit Amount
On or after December 31, 2001, but prior
to December 31, 2002 $20,000.00
On or after December 31, 2000, but prior
to December 31, 2001 $19,166.67
On or after December 31, 1999, but prior
to December 31, 2000 $18,333.33
Prior to December 31, 1999 $16,666.67
5. Medical Coverage. If Employee's employment shall continue
until December 31, 2002, he shall be entitled to purchase medical
coverage for the period commencing on his separation from service and
continuing until he reaches age 65 as though he were covered by the
medical coverage continuation rules of the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended ("COBRA") for that entire
period.
<PAGE> 4
6. Competition. As a condition to the receipt of the
benefits described in Section 4 hereof which are in excess of the
benefits which would otherwise be payable to Employee under any
qualified defined benefit pension plan or unfunded supplemental defined
benefit pension plan maintained by Employer and covering other senior
executives of the Employer, Employee agrees to abide by the terms of
this Section 6. For a period of 3 years after the Employee's separation
from service with the Employer, Employee will not, directly or
indirectly, own, manage, operate, control, be connected with the
ownership, management, operation or control of any entity in the United
States of America which competes with the Employer, or be employed by,
perform service for, consult with or solicit business for any such
entity. Employee agrees that the restrictions set forth in this Section
6 are fair and reasonable and are reasonably required for the
protection of the Employer. Employer's sole remedy for Employee's
breach of this Section 6 shall be to forever withhold from Employee,
and any person claiming through Employee, any further payments
described in the first clause of the first sentence of this Section 6.
7. Release. As a condition to the receipt of the benefits
described in the first clause of the first sentence of Section 4
hereof, the Employee shall execute such release as the Employer shall
specify.
8. Integration. This Agreement sets forth the entire
agreement of the parties hereto, and it supersedes any and all prior
agreements, contracts and understandings between the parties hereto,
whether written or oral, with regard to the subject matter hereof,
including without limitation, the two documents each entitled
"Employment Agreement," one of which is dated February 19, 1990, and
the other of which is dated January 30, 1998. This Agreement may be
amended only in writing executed by the parties hereto.
9. Governing Law. This Agreement shall be governed by the
internal laws of the State of Wisconsin.
10. Binding Effect. The rights and obligations of the
Employer hereunder shall inure to the benefit of and shall be binding
upon the respective successors and assigns of Employer.
11. Non-waiver. The waiver by Employer of a breach of any
provision of this Agreement shall not operate or be construed as a
waiver of any other or subsequent breach by the Employee.
12. Approval. This Agreement shall be subject to the approval
of the Nominating, Compensation and Governance Committee of the Board
of Directors of the Employer.
13. Headings. Headings are for convenience of reference only.
BRIGGS & STRATTON CORPORATION
By /s/ C. B. Rogers, Jr. /s/ M. D. Hamilton
--------------------------------- ------------------------------
C.B. Rogers, Jr., Chairman Michael D. Hamilton (Employee)
Nominating, Compensation and
Governance Committee
<PAGE> 1
EXHIBIT 11
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE OF COMMON STOCK
(In thousands except per share data)
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
-----------------------------------------------------------
December 27, December 28, December 27, December 28,
1998 1997 1998 1997
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
COMPUTATIONS FOR STATEMENTS OF INCOME
Net income $ 24,637 $ 10,294 $ 29,078 $ 7,662
============ ============ ============ ============
Basic earnings per share of common stock:
Average shares of common stock outstanding 23,308 24,903 23,467 25,034
============ ============ ============ ============
Basic earnings per share of common stock: $ 1.06 $ 0.41 $ 1.24 $ 0.31
============ ============ ============ ============
Diluted earnings per share of common stock:
Average shares of common stock outstanding 23,308 24,903 23,467 25,034
Incremental common shares applicable to
common stock options based on the common
stock average market price during the period 172 151 120 155
Incremental common shares applicable to
restricted common stock based on the common
stock average market price during the period 1 - 1 -
------------ ------------ ------------ ------------
Average common shares assuming dilution 23,481 25,054 23,588 25,189
============ ============ ============ ============
Fully diluted earnings per average share of
common stock, assuming conversion of all
applicable securities $ 1.05 $ 0.41 $ 1.23 $ 0.30
============ ============ ============ ============
</TABLE>
<PAGE> 1
EXHIBIT 12
BRIGGS & STRATTON CORPORATION AND SUBISIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in thousands)
<TABLE>
<CAPTION>
Six Months Ended
---------------------------
December 27, December 28,
1998 1997
------------ ------------
<S> <C> <C>
Net income $ 29,078 $ 7,662
Add:
Interest 8,158 9,042
Income tax expense and other taxes on income 17,440 4,700
Fixed charges of unconsolidated subsidiaries 153 271
------------ ------------
Earnings as defined $ 54,829 $ 21,675
============ ============
Interest $ 8,158 $ 9,042
Fixed charges of unconsolidated subsidiaries 153 271
------------ ------------
Fixed charges as defined $ 8,311 $ 9,313
============ ============
Ratio of earnings to fixed charges 6.60 x 2.33 x
============ ============
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF BRIGGS & STRATTON CORPORATION FOR THE SIX MONTHS ENDED DECEMBER
27, 1998, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-27-1999
<PERIOD-START> JUN-29-1998
<PERIOD-END> DEC-27-1998
<CASH> 2,243
<SECURITIES> 0
<RECEIVABLES> 302,050
<ALLOWANCES> 0
<INVENTORY> 172,503
<CURRENT-ASSETS> 533,510
<PP&E> 829,358
<DEPRECIATION> 433,394
<TOTAL-ASSETS> 945,205
<CURRENT-LIABILITIES> 390,252
<BONDS> 0
0
0
<COMMON> 289
<OTHER-SE> 305,896
<TOTAL-LIABILITY-AND-EQUITY> 945,205
<SALES> 583,924
<TOTAL-REVENUES> 583,924
<CGS> 474,841
<TOTAL-COSTS> 474,841
<OTHER-EXPENSES> 54,407
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,158
<INCOME-PRETAX> 46,518
<INCOME-TAX> 17,440
<INCOME-CONTINUING> 29,078
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 29,078
<EPS-PRIMARY> 1.24
<EPS-DILUTED> 1.23
</TABLE>
