UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark one)
(X)
Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act
of 1934
For the quarterly period ended June 30, 2004
OR
( ) Transition Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
For the transition period from to
Commission file number 1-1043
BRUNSWICK CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
36-0848180
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
1 N. Field Ct., Lake
Forest, Illinois
60045-4811
(Address of principal executive offices)
(Zip Code)
(847) 735-4700
(Registrantstelephone 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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12-b-2 of the Exchange Act).
Yes X No
At July 30, 2004, there were 95,578,856 shares of common stock ($0.75 par value) outstanding.
Part I. Financial Information
Item 1 Financial Statements
Brunswick Corporation
Consolidated Statements of Income
for the periods ended June 30
(in millions, except per share data)
(unaudited)
| Quarter ended June 30 |
Six Months ended June 30 |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2004 | 2003 | 2004 | 2003 | |||||||||||
| Net sales | $ | 1,422.7 | $ | 1,071.0 | $ | 2,622.3 | $ | 2,005.5 | ||||||
| Cost of sales | 1,054.9 | 807.2 | 1,957.2 | 1,532.9 | ||||||||||
| Selling, general and administrative expense | 198.9 | 149.1 | 385.0 | 292.2 | ||||||||||
| Research and development expense | 29.4 | 27.5 | 62.1 | 55.2 | ||||||||||
| Litigation charge | -- | -- | -- | 25.0 | ||||||||||
| Operating earnings | 139.5 | 87.2 | 218.0 | 100.2 | ||||||||||
| Interest expense | (10.4 | ) | (10.1 | ) | (20.5 | ) | (20.8 | ) | ||||||
| Other income | 5.4 | 5.3 | 8.6 | 8.9 | ||||||||||
| Earnings before income taxes | 134.5 | 82.4 | 206.1 | 88.3 | ||||||||||
| Income tax provision | 44.4 | 28.8 | 68.0 | 30.9 | ||||||||||
| Net earnings | $ | 90.1 | $ | 53.6 | $ | 138.1 | $ | 57.4 | ||||||
| Basic earnings per common share | $ | 0.94 | $ | 0.59 | $ | 1.46 | $ | 0.63 | ||||||
| Diluted earnings per common share | $ | 0.93 | $ | 0.59 | $ | 1.43 | $ | 0.63 | ||||||
Average shares used for computation of: | ||||||||||||||
| Basic earnings per share | 95.4 | 90.8 | 94.5 | 90.7 | ||||||||||
| Diluted earnings per share | 97.2 | 91.3 | 96.4 | 91.0 | ||||||||||
The notes are an integral part of these consolidated statements.
Brunswick Corporation
Consolidated Balance Sheets
as of June 30, 2004, December 31, 2003, and June 30, 2003
(in millions)
| June 30, 2004 |
December 31, 2003 |
June 30, 2003 |
|||||||||
| (unaudited) | (unaudited) | ||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents, at cost, | |||||||||||
| which approximates market | $ | 438.2 | $ | 345.9 | $ | 254.1 | |||||
| Accounts and notes receivable, | |||||||||||
| less allowances of $32.6, $31.3 and $33.7 | 459.5 | 374.4 | 496.7 | ||||||||
| Inventories | |||||||||||
| Finished goods | 363.5 | 325.3 | 310.4 | ||||||||
| Work-in-process | 240.7 | 205.7 | 203.5 | ||||||||
| Raw materials | 109.0 | 92.8 | 71.0 | ||||||||
| Net inventories | 713.2 | 623.8 | 584.9 | ||||||||
| Prepaid income taxes | 311.5 | 302.3 | 313.0 | ||||||||
| Prepaid expenses and other | 53.5 | 68.8 | 43.1 | ||||||||
| Current assets | 1,975.9 | 1,715.2 | 1,691.8 | ||||||||
| Property | |||||||||||
| Land | 71.0 | 70.3 | 67.0 | ||||||||
| Buildings and improvements | 529.8 | 505.7 | 485.4 | ||||||||
| Equipment | 1,052.1 | 1,042.5 | 1,026.0 | ||||||||
| Total land, buildings and improvements and equipment | 1,652.9 | 1,618.5 | 1,578.4 | ||||||||
| Accumulated depreciation | (934.6 | ) | (912.4 | ) | (908.1 | ) | |||||
| Net land, buildings and improvements and equipment | 718.3 | 706.1 | 670.3 | ||||||||
| Unamortized product tooling costs | 128.5 | 121.0 | 117.1 | ||||||||
| Net property | 846.8 | 827.1 | 787.4 | ||||||||
| Other assets | |||||||||||
| Goodwill | 593.4 | 515.1 | 486.3 | ||||||||
| Other intangibles | 298.8 | 184.6 | 167.1 | ||||||||
| Investments | 162.6 | 148.1 | 103.8 | ||||||||
| Other long-term assets | 217.4 | 212.4 | 203.3 | ||||||||
| Other assets | 1,272.2 | 1,060.2 | 960.5 | ||||||||
| Total assets | $ | 4,094.9 | $ | 3,602.5 | $ | 3,439.7 | |||||
The notes are an integral part of these consolidated statements.
Brunswick Corporation
Consolidated Balance Sheets
as of June 30, 2004, December 31, 2003, and June 30, 2003
(in millions, except per share data)
| June 30, 2004 |
December 31, 2003 |
June 30, 2003 |
|||||||||
| (unaudited) | (unaudited) | ||||||||||
| Liabilities and shareholders' equity | |||||||||||
| Current liabilities | |||||||||||
| Short-term debt, including | |||||||||||
| current maturities of long-term debt | $ | 13.4 | $ | 23.8 | $ | 43.6 | |||||
| Accounts payable | 351.0 | 321.3 | 308.6 | ||||||||
| Accrued expenses | 811.1 | 756.7 | 729.6 | ||||||||
| Current liabilities | 1,175.5 | 1,101.8 | 1,081.8 | ||||||||
| Long-term liabilities | |||||||||||
| Debt | 726.5 | 583.8 | 588.5 | ||||||||
| Deferred income taxes | 166.2 | 167.6 | 98.2 | ||||||||
| Postretirement and postemployment benefits | 234.3 | 232.0 | 306.7 | ||||||||
| Other | 209.9 | 194.3 | 187.9 | ||||||||
| Long-term liabilities | 1,336.9 | 1,177.7 | 1,181.3 | ||||||||
| Shareholders' equity | |||||||||||
| Common stock; authorized: 200,000,000 shares, | |||||||||||
| $0.75 par value; issued: 102,538,000 shares | 76.9 | 76.9 | 76.9 | ||||||||
| Additional paid-in capital | 334.4 | 310.0 | 308.6 | ||||||||
| Retained earnings | 1,340.1 | 1,202.0 | 1,170.1 | ||||||||
| Treasury stock, at cost: | |||||||||||
| 7,045,000; 10,408,000; and 12,192,000 shares | (106.3 | ) | (183.6 | ) | (224.3 | ) | |||||
| Unamortized ESOP expense and other | (1.8 | ) | (10.1 | ) | (17.7 | ) | |||||
| Accumulated other comprehensive income (loss) | (60.8 | ) | (72.2 | ) | (137.0 | ) | |||||
| Shareholders' equity | 1,582.5 | 1,323.0 | 1,176.6 | ||||||||
| Total liabilities and shareholders' equity | $ | 4,094.9 | $ | 3,602.5 | $ | 3,439.7 | |||||
The notes are an integral part of these consolidated statements.
Brunswick Corporation
Consolidated Statement of Cash Flows
For
the six months ended June 30
(in millions)
(unaudited)
| 2004 | 2003 | |||||||
| Cash flows from operating activities | ||||||||
| Net earnings | $ | 138.1 | $ | 57.4 | ||||
| Depreciation and amortization | 76.9 | 72.9 | ||||||
| Changes in noncash current assets and current liabilities | (91.7 | ) | (61.9 | ) | ||||
| Income taxes | 29.1 | (28.9 | ) | |||||
| Other, net | 17.6 | 21.9 | ||||||
| Net cash provided by operating activities | 170.0 | 61.4 | ||||||
| Cash flows from investing activities | ||||||||
| Capital expenditures | (72.7 | ) | (52.2 | ) | ||||
| Investments | (2.3 | ) | (11.7 | ) | ||||
| Acquisitions of businesses, net of debt and cash acquired | (214.0 | ) | (97.4 | ) | ||||
| Other, net | 3.9 | 3.3 | ||||||
| Net cash used for investing activities | (285.1 | ) | (158.0 | ) | ||||
| Cash flows from financing activities | ||||||||
| Net issuances (repayments) of commercial paper and other | ||||||||
| short-term debt | (5.5 | ) | 1.5 | |||||
| Net proceeds from issuances of long-term debt | 149.1 | -- | ||||||
| Payments of long-term debt | (5.6 | ) | (5.0 | ) | ||||
| Stock options exercised | 69.4 | 2.8 | ||||||
| Net cash provided by (used for) financing activities | 207.4 | (0.7 | ) | |||||
| Net increase (decrease) in cash and cash equivalents | 92.3 | (97.3 | ) | |||||
| Cash and cash equivalents at January 1 | 345.9 | 351.4 | ||||||
| Cash and cash equivalents at June 30 | $ | 438.2 | $ | 254.1 | ||||
The notes are an integral part of these consolidated statements.
Brunswick Corporation
Notes to Consolidated Financial Statements
June 30, 2004, December
31, 2003, and June 30, 2003
(unaudited)
Note 1 Significant Accounting Policies
Interim Financial Statements. The unaudited financial data of Brunswick Corporation (the Company) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and disclosures normally included in financial statements and notes prepared in accordance with generally accepted accounting principles have been condensed or omitted. Certain previously reported amounts have been reclassified to conform with the current-period presentation.
These financial statements should be read in conjunction with, and have been prepared in conformity with, the accounting principles reflected in the consolidated financial statements and related notes included in the Companys 2003 Annual Report on Form 10-K (the 2003 Form 10-K). These interim results include, in the opinion of management, all normal and recurring adjustments necessary to present fairly the results of operations for the periods ended June 30, 2004 and 2003. Due to the seasonality of the Companys businesses, the interim results are not necessarily indicative of the results that may be expected for the remainder of the year.
The Company maintains its financial records on the basis of a fiscal year ending on December 31, with the fiscal quarters ending on the Saturday closest to the end of the period (13-week periods). For ease of reference, all references to period end dates have been presented as though the period ended on the last day of the calendar month. The first two quarters of fiscal year 2004 ended on April 3, 2004, and July 3, 2004, and the first two quarters of 2003 ended on March 29, 2003, and June 28, 2003.
Stock-based Compensation. The Company continues to apply the provisions of Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees. Under APB No. 25, the Company recognizes no compensation cost related to stock options granted in its Consolidated Statements of Income because the option terms are fixed and the exercise price equals the market price of the underlying stock on the grant date. In accordance with Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, the fair value of option grants is estimated on the date of grant using the Black-Scholes option pricing model for pro forma footnote purposes. Refer to Notes 1 and 14 to the consolidated financial statements in the 2003 Form 10-K for further detail relating to the Companys stock-based compensation.
The Company complies with the disclosure provisions of SFAS No. 148, Accounting for Stock-Based Compensation Transition and Disclosure. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123 to all of its outstanding stock option plans:
| Quarter ended June 30 |
Six Months ended June 30 |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions, except per share data) | 2004 | 2003 | 2004 | 2003 | ||||||||||
| Net earnings: | ||||||||||||||
| As reported | $ | 90.1 | $ | 53.6 | $ | 138.1 | $ | 57.4 | ||||||
| Less: Total stock-based employee compensation expense | ||||||||||||||
| determined under fair value-based method for all | ||||||||||||||
| awards, net of tax | 1.4 | 1.3 | 2.9 | 2.5 | ||||||||||
| Pro forma | $ | 88.7 | $ | 52.3 | $ | 135.2 | $ | 54.9 | ||||||
| Basic earnings per common share: | ||||||||||||||
| As reported | $ | 0.94 | $ | 0.59 | $ | 1.46 | $ | 0.63 | ||||||
| Pro forma | 0.93 | 0.58 | 1.43 | 0.61 | ||||||||||
| Diluted earnings per common share: | ||||||||||||||
| As reported | $ | 0.93 | $ | 0.59 | $ | 1.43 | ||||||||