Date of Report
(Date of earliest
event reported):
|
September 18, 2020
|
Wisconsin
|
1-1370
|
39-0182330
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
☐
|
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))
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
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
|
|
(d) |
Exhibits. The exhibit listed in the Exhibit Index below is filed as part of this report.
|
Exhibit No.
|
Description
|
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
|
BRIGGS & STRATTON CORPORATION
|
|||
Date: September 21, 2020
|
By:
|
/s/ Kathryn M. Buono
|
Kathryn M. Buono
|
|
Vice President & Secretary
|
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
|
Date Submitted:
|
9/18/20
|
Signed:
|
/s/ Mark Schwertfeger
|
Title:
|
SVP - CFO
|
Printed Name:
|
Mark Schwertfeger
|
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
|
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
|
/s/ Mark Schwertfeger
|
9/18/2020
|
|
Signature of Authorized Individual
|
Date
|
|
Mark Schwertfeger
|
|
SVP - CFO
|
Printed Name of Authorized Individual
|
Title of Authorized Individual
|
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
|
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
|
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
|
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
|
)
|
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
|
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
|
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
|
|
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
|
|
Period Ended August, 23 2020
|
|
(In Thousands)
|
Consolidated
|
||||
Professional fees
|
$
|
10,035
|
||
Accounts payable settlement (gains) losses
|
(532
|
)
|
||
Reorganization items, net
|
9,503
|
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
|
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
|
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
|
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
|
|
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
|
-
|
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
|
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
|
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
|
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.
|
/s/ Mark Schwertfeger
|
|
||
Name:
|
|||
Position: SVP - CFO
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Sworn to and Subscribed before me on this
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_______ day of ____________, 2020
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Notary Public
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My Commission Expires
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/s/ Mark Schwertfeger
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Name:
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Position: SVP - CFO
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Sworn to and Subscribed before me on this
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__________day of ___________, 2020
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Notary Public
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My Commission Expires
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