UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): | February 27, 2007 |
The Toro Company
__________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 1-8649 | 41-0580470 |
|
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 8111 Lyndale Avenue South, Bloomington, Minnesota | 55420 | |
|
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 952-888-8801 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] 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))
Item 2.02 Results of Operations and Financial Condition.
On February 20, 2007, the Company issued a press release announcing financial results for its fiscal 2007 first quarter ended February 2, 2007. The press release included unaudited condensed financial statements that did not properly classify the partial funding of the Company's deferred compensation plans which occurred during the first quarter of fiscal 2007. The reclassification only affects the condensed consolidated balance sheet as of February 2, 2007 and the condensed consolidated statement of cash flows for the three months ended February 2, 2007. The condensed consolidated balance sheet as of February 2, 2007 included an other asset of $17.3 million and an accrued liability for $17.3 million that should have been netted against each other. Goodwill and other assets, net should have been $97.9 million, not $115.2 million, and accrued liabilities should have been $230.5 million, not $247.8 million. Net cash used in operating activities should have been $110.9 million, not $93.6 million, and net cash u
sed in investing activities should have been $14.3 million, not $31.6 million. Corrected versions of the condensed consolidated balance sheet as of February 2, 2007 and the condensed consolidated statement of cash flows for the three months ended February 2, 2007 are attached to this Report as Exhibit 99.1.
The information contained in this report and the exhibit hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Condensed Consolidated Balance Sheets and Condensed Statement of Cash Flows (included herewith).
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 hereunto duly authorized.
| The Toro Company | ||||
| February 27, 2007 | By: |
Stephen P. Wolfe
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| Name: Stephen P. Wolfe | ||||
| Title: Vice President Finance and Chief Financial Officer | ||||
Exhibit Index
| Exhibit No. | Description | |
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99.1
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Condensed Consolidated Balance Sheets and Condensed Statement of Cash Flows (included herewith). |
THE TORO COMPANY AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Unaudited)
(Dollars in thousands)
| February 2, | February 3, | |||||||
| 2007 | 2006 | |||||||
ASSETS |
||||||||
Cash and cash equivalents |
$ | 30,051 | $ | 19,744 | ||||
Receivables, net |
357,165 | 313,157 | ||||||
Inventories, net |
307,415 | 295,687 | ||||||
Prepaid expenses and other current assets |
14,905 | 18,049 | ||||||
Deferred income taxes |
55,801 | 56,099 | ||||||
Total current assets |
765,337 | 702,736 | ||||||
Property, plant, and equipment, net |
169,304 | 165,078 | ||||||
Deferred income taxes |
1,862 | — | ||||||
Goodwill and other assets, net |
97,933 | 98,493 | ||||||
Total assets |
$ | 1,034,436 | $ | 966,307 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
Current portion of long-term debt |
$ | 75,000 | $ | 35 | ||||
Short-term debt |
127,100 | 51,900 | ||||||
Accounts payable |
106,881 | 95,213 | ||||||
Accrued liabilities |
230,485 | 242,453 | ||||||
Total current liabilities |
539,466 | 389,601 | ||||||
Long-term debt, less current portion |
100,000 | 175,000 | ||||||
Long-term deferred income taxes |
— | 872 | ||||||
Deferred revenue and other long-term liabilities |
9,142 | 9,423 | ||||||
Stockholders’ equity |
385,828 | 391,411 | ||||||
Total liabilities and stockholders’ equity |
$ | 1,034,436 | $ | 966,307 | ||||
THE TORO COMPANY AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Dollars in thousands)
| Three Months Ended | ||||||||
| February 2, | February 3, | |||||||
| 2007 | 2006 | |||||||
Cash flows from operating activities: |
||||||||
Net earnings |
$ | 18,450 | $ | 14,279 | ||||
Adjustments to reconcile net earnings to net cash
used in operating activities: |
||||||||
Equity losses from investments |
59 | 359 | ||||||
Provision for depreciation and amortization |
10,334 | 10,534 | ||||||
Gain on disposal of property, plant, and equipment |
(46 | ) | (29 | ) | ||||
Stock-based compensation expense |
1,944 | 2,510 | ||||||
Decrease in deferred income taxes |
90 | 596 | ||||||
Changes in operating assets and liabilities: |
||||||||
Receivables |
(62,588 | ) | (17,599 | ) | ||||
Inventories |
(67,261 | ) | (60,085 | ) | ||||
Prepaid expenses and other assets |
(5,737 | ) | (2,270 | ) | ||||
Accounts payable, accrued expenses, and deferred revenue |
(6,099 | ) | (1,623 | ) | ||||
Net cash used in operating activities |
(110,854 | ) | (53,328 | ) | ||||
Cash flows from investing activities: |
||||||||
Purchases of property, plant, and equipment |
(12,478 | ) | (8,026 | ) | ||||
Proceeds from disposal of property, plant, and equipment |
47 | 126 | ||||||
(Increase) decrease in other assets |
(754 | ) | 3,118 | |||||
Acquisition, net of cash acquired |
(1,088 | ) | — | |||||
Net cash used in investing activities |
(14,273 | ) | (4,782 | ) | ||||
Cash flows from financing activities: |
||||||||
Increase in short-term debt |
126,780 | 51,575 | ||||||
Repayments of long-term debt |
— | (11 | ) | |||||
Excess tax benefits from stock-based awards |
2,758 | 12,275 | ||||||
Proceeds from exercise of stock-based awards |
4,145 | 4,101 | ||||||
Purchases of Toro common stock |
(29,029 | ) | (27,587 | ) | ||||
Dividends paid on Toro common stock |
(4,929 | ) | (3,923 | ) | ||||
Net cash provided by financing activities |
99,725 | 36,430 | ||||||
Effect of exchange rates on cash |
(70 | ) | 22 | |||||
Net decrease in cash and cash equivalents |
(25,472 | ) | (21,658 | ) | ||||
Cash and cash equivalents as of the beginning of the fiscal period |
55,523 | 41,402 | ||||||
Cash and cash equivalents as of the end of the fiscal period |
$ | 30,051 | $ | 19,744 | ||||