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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended February 3, 2023
☐ 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: 1-8649
THE TORO COMPANY
(Exact name of registrant as specified in its charter)
| | | | | | | | |
Delaware | | 41-0580470 |
State or Other Jurisdiction of Incorporation or Organization | | I.R.S. Employer Identification No. |
8111 Lyndale Avenue South
Bloomington, Minnesota 55420-1196
Telephone Number: (952) 888-8801
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $1.00 per share | TTC | New York Stock Exchange |
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | |
Large accelerated filer | ☒ | | Accelerated filer | ☐ |
| | | | |
Non-accelerated filer | ☐ | | Smaller reporting company | ☐ |
| | | | |
| | | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of the registrant’s common stock outstanding as of March 2, 2023 was 104,284,643.
THE TORO COMPANY
FORM 10-Q
TABLE OF CONTENTS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains not only historical information, but also forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, we or others on our behalf may make forward-looking statements from time to time in oral presentations, including telephone conferences and/or web casts open to the public, in press releases or reports, on our web sites or otherwise. Statements that are not historical are forward-looking and reflect expectations and assumptions that we believe to be reasonable. Forward-looking statements are based on our current expectations of future events and often can be identified in this report and elsewhere by using words such as "expect," "strive," "outlook," "guidance," "forecast," "goal," "anticipate," "continue," "plan," "estimate," "project," "target," "improve," "believe," "become," "should," "could," "will," "would," "possible," "may," "likely," "intend," "can," "pursue," "potential," "pro forma," variations of such words or the negative thereof, and similar expressions or future dates. Our forward-looking statements generally relate to our future performance, including our anticipated operating results, liquidity requirements and financial condition; the anticipated impacts of current global supply chain disruptions, the inflationary environment, the war between Ukraine and Russia and the related sanctions and geopolitical tensions, tight labor markets and other macroeconomic factors; our business strategies, priorities, goals, and commitments; acquisitions and business initiatives; and the effect of laws, rules, policies, regulations, tax reform, new accounting pronouncements, and outstanding litigation on our business and future performance.
Forward-looking statements are only projections and involve risks and uncertainties that could cause actual results to differ materially from those projected or implied in the forward-looking statements. The following are some of the factors known to us that could cause our actual results to differ materially from what we have anticipated in our forward-looking statements:
•Adverse economic conditions and outlook in the United States and in other countries in which we conduct business, including as a result of the war between Ukraine and Russia and the related sanctions and geopolitical tensions or pandemics and/or epidemics, such as but not limited to: business closures, slowdowns, suspensions or delays of production and commercial activity; slow or negative economic growth rates or recessionary conditions; reduced or negative consumer confidence; reduced consumer spending levels; increased or prolonged high or low unemployment rates and tight labor markets; higher costs, longer lead times and reduced availability of commodities, components, parts, and accessories, including as a result of transportation-related costs, inflation, changing prices, foreign currency fluctuations, tariffs, and/or duties; inflationary or deflationary pressures; slowdowns or reductions in levels of interest in the game of golf or golf course activity, development, renovation, or improvement; golf course closures; reduced governmental or municipal spending; reduced infrastructure spending; reduced levels of home ownership, construction, or sales; home foreclosures; the impact of U.S. federal debt, state debt, and sovereign debt defaults; reduced credit availability or unfavorable credit terms for us or our distributors, dealers, or end-user customers; higher short-term, mortgage, and other interest rates; and general economic and political conditions and expectations;
•Continuing disruption, and/or shortages in the availability of and the cost of commodities, components, parts, or accessories used in our products;
•Our ability to continue to enhance existing products and develop and market new products that respond to customer needs and preferences and achieve market acceptance;
•Effect that weather conditions or climate change have on demand for our products and operations, including our supply chain;
•Changes in our product mix;
•Effect of competition;
•Our ability to cost-effectively expand and renovate existing facilities, open and manage new or acquired facilities, move production between manufacturing facilities, and/or any disruption at or near any of our facilities or other operations or those of our suppliers, distribution channel customers, mass retailers, or home centers where our products are sold;
•Our ability to retain our executive officers or other key employees, attract and retain other qualified employees or successfully implement executive officer, key employee or other leadership or employee transitions and any failure by us, or our suppliers or distribution channel partners, to hire and/or retain a labor force to enhance existing products and develop and market new products, adequately staff manufacturing operations, perform service or warranty work or other necessary activities, or allow employees to adequately and safely perform their jobs;
•Our inability to maintain appropriate inventory levels, including as a result of global supply chain disruptions, and if we underestimate or overestimate demand for our products, and the effect of inventory management decisions of our distribution channel customers;
•Changes in composition of, financial viability of, and the relationships with, our distribution channel customers;
•Risks associated with our credit arrangements and ratings and any material change in the availability or terms of, or termination or disruption of, credit offered to our customers, distributors, and dealers;
•Risks associated with our international operations, including but not limited to the effect of foreign currency exchange rate fluctuations and compliance with foreign legal and regulatory requirements, the war between Ukraine and Russia and the related sanctions and geopolitical tensions, and other potential conflicts;
•Our failure to comply with all applicable legal and regulatory requirements and the effect of product quality issues, product liability claims, and other litigation to which we are or may be subject;
•Risks associated with our acquisitions and alliances, joint ventures, investments, or partnerships and our failure to successfully complete divestitures or other restructuring activities;
•Our ability to obtain and protect our intellectual property and other proprietary rights or operate our business without infringing upon the intellectual property or other proprietary rights of others;
•Failure of our information systems or information security practices or those of our business partners or third-party service providers to adequately perform and/or protect sensitive or confidential information;
•Our ability to achieve our financial projections or other business initiatives in the time periods that we anticipate or at all;
•Changes in accounting or tax standards and policies and/or assumptions utilized in determining accounting tax estimates; and
•Impact of increased scrutiny on our environmental, social and governance (“ESG”) practices and SEC rule making on ESG disclosures.
For more information regarding these and other uncertainties and factors that could cause our actual results to differ materially from what we have anticipated in our forward-looking statements or otherwise could materially adversely affect our business, financial condition, or operating results, see our most recently filed Annual Report on Form 10-K, Part I, Item 1A, "Risk Factors;" Part II, Item 1A, "Risk Factors" of this report; and our subsequent filings with the SEC.
All forward-looking statements included in this report are expressly qualified in their entirety by the foregoing cautionary statements. We caution readers not to place undue reliance on any forward-looking statement which speaks only as of the date made and to recognize that forward-looking statements are predictions of future results, which may not occur as anticipated. Actual results could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described above, the risks described in our most recent Annual Report on Form 10-K, Part I, Item 1A, "Risk Factors" and Part II, Item 1A, "Risk Factors" of this report, and our subsequent SEC filings, as well as others that we may consider immaterial or do not anticipate at this time. These risks and uncertainties are not exclusive and further information concerning the company and our businesses, including factors that potentially could materially affect our financial results or condition, may emerge from time to time. We make no commitment to revise or update any forward-looking statements in order to reflect actual results, events or circumstances occurring or existing after the date any forward-looking statement is made, or changes in factors or assumptions affecting such forward-looking statements. We advise you, however, to consult any further disclosures we make on related subjects in our future Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K we file with or furnish to the SEC.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE TORO COMPANY AND SUBSIDIARIES
Condensed Consolidated Statements of Earnings (Unaudited)
(Dollars and shares in thousands, except per share data)
| | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | |
| | February 3, 2023 | | January 28, 2022 | | | | |
Net sales | | $ | 1,148,840 | | | $ | 932,650 | | | | | |
Cost of sales | | 752,916 | | | 632,174 | | | | | |
Gross profit | | 395,924 | | | 300,476 | | | | | |
Selling, general and administrative expense | | 259,497 | | | 208,850 | | | | | |
Operating earnings | | 136,427 | | | 91,626 | | | | | |
Interest expense | | (14,124) | | | (7,013) | | | | | |
Other income, net | | 9,011 | | | 2,534 | | | | | |
Earnings before income taxes | | 131,314 | | | 87,147 | | | | | |
Provision for income taxes | | 24,454 | | | 17,637 | | | | | |
Net earnings | | $ | 106,860 | | | $ | 69,510 | | | | | |
| | | | | | | | |
Basic net earnings per share of common stock | | $ | 1.02 | | | $ | 0.66 | | | | | |
| | | | | | | | |
Diluted net earnings per share of common stock | | $ | 1.01 | | | $ | 0.66 | | | | | |
| | | | | | | | |
Weighted-average number of shares of common stock outstanding — Basic | | 104,501 | | | 105,037 | | | | | |
| | | | | | | | |
Weighted-average number of shares of common stock outstanding — Diluted | | 105,577 | | | 106,048 | | | | | |
See accompanying Notes to Condensed Consolidated Financial Statements.
THE TORO COMPANY AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(Dollars in thousands)
| | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | |
| | February 3, 2023 | | January 28, 2022 | | | | |
Net earnings | | $ | 106,860 | | | $ | 69,510 | | | | | |
Other comprehensive income (loss), net of tax: | | | | | | | | |
Foreign currency translation adjustments | | 21,182 | | | (5,990) | | | | | |
Derivative instruments, net of tax of $(5,903) and $2,032, respectively | | (16,662) | | | 6,372 | | | | | |
Other comprehensive income, net of tax | | 4,520 | | | 382 | | | | | |
Comprehensive income | | $ | 111,380 | | | $ | 69,892 | | | | | |
See accompanying Notes to Condensed Consolidated Financial Statements.
THE TORO COMPANY AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Unaudited)
(Dollars in thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | |
| | February 3, 2023 | | January 28, 2022 | | October 31, 2022 |
ASSETS | | | | | | |
Cash and cash equivalents | | $ | 174,037 | | | $ | 192,959 | | | $ | 188,250 | |
Receivables, net | | 377,262 | | | 366,270 | | | 332,713 | |
Inventories, net | | 1,131,438 | | | 832,072 | | | 1,051,109 | |
Prepaid expenses and other current assets | | 74,957 | | | 45,962 | | | 103,279 | |
Total current assets | | 1,757,694 | | | 1,437,263 | | | 1,675,351 | |
| | | | | | |
Property, plant, and equipment, net | | 584,147 | | | 507,549 | | | 571,661 | |
Goodwill | | 584,550 | | | 576,940 | | | 583,297 | |
Other intangible assets, net | | 577,064 | | | 600,797 | | | 585,832 | |
Right-of-use assets | | 74,573 | | | 78,306 | | | 76,121 | |
Investment in finance affiliate | | 45,726 | | | 24,119 | | | 39,349 | |
Deferred income taxes | | 11,747 | | | 3,938 | | | 5,310 | |
Other assets | | 19,445 | | | 24,133 | | | 19,077 | |
Total assets | | $ | 3,654,946 | | | $ | 3,253,045 | | | $ | 3,555,998 | |
| | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | |
Current portion of long-term debt | | $ | — | | | $ | 100,000 | | | $ | — | |
Accounts payable | | 475,218 | | | 474,483 | | | 578,624 | |
Accrued liabilities | | 496,793 | | | 395,739 | | | 469,242 | |
Short-term lease liabilities | | 15,962 | | | 15,842 | | | 15,747 | |
Total current liabilities | | 987,973 | | | 986,064 | | | 1,063,613 | |
| | | | | | |
Long-term debt, less current portion | | 1,091,015 | | | 991,354 | | | 990,768 | |
Long-term lease liabilities | | 60,680 | | | 65,760 | | | 63,604 | |
Deferred income taxes | | 31,444 | | | 50,382 | | | 44,272 | |
Other long-term liabilities | | 39,663 | | | 39,936 | | | 42,040 | |
| | | | | | |
Stockholders’ equity: | | | | | | |
Preferred stock, par value $1.00 per share, authorized 1,000,000 voting and 850,000 non-voting shares, none issued and outstanding | | — | | | — | | | — | |
Common stock, par value $1.00 per share, authorized 175,000,000 shares; issued and outstanding 104,283,002 shares as of February 3, 2023, 104,528,510 shares as of January 28, 2022, and 103,969,805 shares as of October 31, 2022 | | 104,283 | | | 104,529 | | | 103,970 | |
Retained earnings | | 1,368,493 | | | 1,040,634 | | | 1,280,856 | |
Accumulated other comprehensive loss | | (28,605) | | | (25,614) | | | (33,125) | |
Total stockholders’ equity | | 1,444,171 | | | 1,119,549 | | | 1,351,701 | |
Total liabilities and stockholders’ equity | | $ | 3,654,946 | | | $ | 3,253,045 | | | $ | 3,555,998 | |
See accompanying Notes to Condensed Consolidated Financial Statements.
THE TORO COMPANY AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Dollars in thousands)
| | | | | | | | | | | | | | |
| | Three Months Ended |
| | February 3, 2023 | | January 28, 2022 |
Cash flows from operating activities: | | | | |
Net earnings | | $ | 106,860 | | | $ | 69,510 | |
Adjustments to reconcile net earnings to net cash used in operating activities: | | | | |
Non-cash income from finance affiliate | | (3,809) | | | (1,398) | |
Contributions to finance affiliate, net | | (2,568) | | | (2,050) | |
Depreciation of property, plant, and equipment | | 19,152 | | | 18,487 | |
Amortization of other intangible assets | | 9,129 | | | 6,456 | |
| | | | |
Stock-based compensation expense | | 5,224 | | | 5,225 | |
| | | | |
Other | | (5) | | | 146 | |
Changes in operating assets and liabilities, net of the effect of acquisitions: | | | | |
Receivables, net | | (42,495) | | | (50,599) | |
Inventories, net | | (76,769) | | | (59,171) | |
Prepaid expenses and other assets | | (1,588) | | | (4,187) | |
Accounts payable, accrued liabilities, and other liabilities | | (81,980) | | | (72,462) | |
Net cash used in operating activities | | (68,849) | | | (90,043) | |
| | | | |
Cash flows from investing activities: | | | | |
Purchases of property, plant, and equipment | | (29,329) | | | (11,903) | |
Proceeds from insurance claim | | 7,114 | | | — | |
Business combinations, net of cash acquired | | — | | | (401,494) | |
| | | | |
Proceeds from asset disposals | | 265 | | | 26 | |
| | | | |
Net cash used in investing activities | | (21,950) | | | (413,371) | |
| | | | |
Cash flows from financing activities: | | | | |
Borrowings under debt arrangements | | 170,000 | | | 400,000 | |
Repayments under debt arrangements | | (70,000) | | | — | |
Proceeds from exercise of stock options | | 14,029 | | | 1,150 | |
Payments of withholding taxes for stock awards | | (2,647) | | | (1,381) | |
Purchases of TTC common stock | | — | | | (75,000) | |
Dividends paid on TTC common stock | | (35,516) | | | (31,469) | |
Other | | (1,475) | | | — | |
Net cash provided by financing activities | | 74,391 | | | 293,300 | |
| | | | |
Effect of exchange rates on cash and cash equivalents | | 2,195 | | | (2,539) | |
| | | | |
Net decrease in cash and cash equivalents | | (14,213) | | | (212,653) | |
Cash and cash equivalents as of the beginning of the fiscal period | | 188,250 | | | 405,612 | |
Cash and cash equivalents as of the end of the fiscal period | | $ | 174,037 | | | $ | 192,959 | |
See accompanying Notes to Condensed Consolidated Financial Statements.
THE TORO COMPANY AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders' Equity (Unaudited)
(Dollars in thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock | | Retained Earnings | | Accumulated Other Comprehensive Loss | | Total Stockholders' Equity |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Balance as of October 31, 2022 | | $ | 103,970 | | | $ | 1,280,856 | | | $ | (33,125) | | | $ | 1,351,701 | |
Cash dividends paid on common stock - $0.34 per share | | — | | | (35,516) | | | — | | | (35,516) | |
Issuance of 351,032 shares of common stock under stock-based compensation plans | | 351 | | | 13,692 | | | — | | | 14,043 | |
Stock-based compensation expense | | — | | | 5,224 | | | — | | | 5,224 | |
Contribution of 14,270 shares of common stock to a deferred compensation trust | | (14) | | | — | | | — | | | (14) | |
Purchase of 23,565 shares of common stock | | (24) | | | (2,623) | | | — | | | (2,647) | |
Other comprehensive income | | — | | | | | 4,520 | | | 4,520 | |
Net earnings | | — | | | 106,860 | | | | | 106,860 | |
Balance as of February 3, 2023 | | $ | 104,283 | | | $ | 1,368,493 | | | $ | (28,605) | | | $ | 1,444,171 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Balance as of October 31, 2021 | | $ | 105,206 | | | $ | 1,071,922 | | | $ | (25,996) | | | $ | 1,151,132 | |
Cash dividends paid on common stock - $0.30 per share | | — | | | (31,469) | | | — | | | (31,469) | |
Issuance of 109,658 shares of common stock under stock-based compensation plans | | 109 | | | 1,074 | | | — | | | 1,183 | |
Stock-based compensation expense | | — | | | 5,225 | | | — | | | 5,225 | |
Contribution of 33,162 shares of common stock to a deferred compensation trust | | (33) | | | — | | | — | | | (33) | |
Purchase of 752,519 shares of common stock | | (753) | | | (75,628) | | | — | | | (76,381) | |
Other comprehensive income | | — | | | — | | | 382 | | | 382 | |
Net earnings | | — | | | 69,510 | | | — | | | 69,510 | |
Balance as of January 28, 2022 | | $ | 104,529 | | | $ | 1,040,634 | | | $ | (25,614) | | | $ | 1,119,549 | |
See accompanying Notes to Condensed Consolidated Financial Statements.
THE TORO COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
February 3, 2023
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q and do not include all the information and notes required by United States ("U.S.") generally accepted accounting principles ("GAAP") for complete financial statements. Unless the context indicates otherwise, the terms "company," "TTC," "we," "our," or "us" refer to The Toro Company and its consolidated subsidiaries. All intercompany accounts and transactions have been eliminated from the unaudited Condensed Consolidated Financial Statements.
In the opinion of management, the unaudited Condensed Consolidated Financial Statements include all adjustments, consisting primarily of recurring accruals, considered necessary for the fair presentation of the company's consolidated financial position, results of operations, and cash flows for the periods presented. Due to seasonality within the industries in which the company's businesses operate, among other factors, operating results for the three months ended February 3, 2023 cannot be annualized to determine the expected results for the fiscal year ending October 31, 2023.
The company’s fiscal year ends on October 31 and quarterly results are reported based on three-month periods that generally end on the Friday closest to the calendar quarter end. For comparative purposes, however, the company’s second and third quarters always include exactly 13 weeks of results so that the quarter end date for these two quarters is not necessarily the Friday closest to the calendar month end.
For further information regarding the company's basis of presentation, refer to the Consolidated Financial Statements and Notes to Consolidated Financial Statements included in the company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2022. The policies described in that report are used for preparing the company's quarterly reports on Form 10-Q.
Accounting Policies and Estimates
In preparing the Condensed Consolidated Financial Statements in conformity with U.S. GAAP, management must make decisions that impact the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures, including disclosures of contingent assets and liabilities. Such decisions include the selection of the appropriate accounting principles to be applied and the assumptions on which to base accounting estimates. Estimates are used in determining, among other items, sales promotion and incentive accruals, incentive compensation accruals, income tax accruals, inventory valuation, warranty accruals, allowances for current expected credit losses, pension accruals, self-insurance accruals, legal accruals, right-of-use assets and lease liabilities, useful lives for tangible and finite-lived intangible assets, future cash flows associated with impairment testing for goodwill, indefinite-lived intangible assets and other long-lived assets, and valuations of the assets acquired and liabilities assumed in a business combination or an asset acquisition, when applicable. These estimates and assumptions are based on management’s best estimates and judgments at the time they are made and are generally derived from management's understanding and analysis of the relevant and current circumstances, historical experience, and actuarial and other independent external third-party specialist valuations, when applicable. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors that management believes to be reasonable under the circumstances, including the economic environment. Management adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with certainty, actual amounts could differ significantly from those estimated at the time the Condensed Consolidated Financial Statements are prepared.
New Accounting Pronouncements
In November 2021, the Financial Accounting Standards Board ("FASB") issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. The update increases the transparency of government assistance including annual disclosure of the types of assistance, an entity’s accounting for the assistance, and the effect of the assistance on an entity’s financial statements. The amended guidance will become effective for the company for the fiscal 2023 annual period. The company is currently evaluating the impact of this new standard on its Consolidated Financial Statements.
The company believes that all other recently issued accounting pronouncements from the FASB that the company has not noted above will not have a material impact on its Condensed Consolidated Financial Statements or do not apply to its operations.
Intimidator Group
On January 13, 2022 ("the closing date"), during the first quarter of fiscal 2022, the company acquired the privately-held Intimidator Group ("Intimidator") for net aggregate purchase consideration of $399.8 million ("the purchase price"). Intimidator primarily designs, manufactures, markets, and sells a commercial-grade line of zero-turn mowers under the Spartan Mowers brand, which are intended to provide innovative turf management solutions to landscape contractors and other customers who require a commercial-grade solution. The acquisition of Intimidator broadened the company's Professional reportable segment and expanded its manufacturing footprint and dealer network.
Purchase Accounting
The company accounted for the acquisition in accordance with the accounting standards codification guidance for business combinations, whereby the purchase price was allocated to the acquired net tangible and intangible assets of Intimidator based on their fair values as of the closing date. During the first quarter of fiscal 2023, the company completed its valuation of income taxes to finalize the purchase price allocation.
The following table summarizes the allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed. These fair values are based on internal company and independent external third-party valuations:
| | | | | | | | |
(Dollars in thousands) | | January 13, 2022 |
Cash and cash equivalents | | $ | 975 | |
Receivables | | 6,954 | |
Inventories | | 34,608 | |
Prepaid expenses and other current assets | | 513 | |
Property, plant, and equipment | | 27,447 | |
Right-of-use assets | | 344 | |
Goodwill | | 163,731 | |
Other intangible assets: | | |
Indefinite-lived trade name | | 99,100 | |
Finite-lived trade names | | 3,260 | |
Finite-lived customer-related | | 80,500 | |
Finite-lived backlog | | 1,340 | |
Accounts payable | | (8,535) | |
Accrued liabilities | | (9,152) | |
Short-term lease liabilities | | (100) | |
Long-term lease liabilities | | (244) | |
| | |
Total fair value of net assets acquired | | 400,741 | |
Less: cash and cash equivalents acquired | | (975) | |
Total purchase price | | $ | 399,766 | |
The goodwill recognized is primarily attributable to the expected future cash flows, the value of the workforce, and expected synergies, including customer and dealer growth opportunities, expanding existing product lines, and cost reduction initiatives. Key areas of expected cost synergies include increased purchasing power for commodities, components, parts and accessories, and supply chain consolidation. The goodwill resulting from the acquisition of Intimidator was recognized within the company's Professional segment. The acquisition was considered an asset purchase for income tax purposes and as a result, the goodwill arising from the transaction is deductible. There were no purchase accounting adjustments recorded in fiscal 2023 that impacted the carrying value of goodwill acquired.
Other Intangible Assets Acquired
The allocation of the purchase price to the net assets acquired resulted in the recognition of $184.2 million of value for other intangible assets as of the closing date. The fair values of the acquired trade names, customer-related, and backlog intangible assets were determined using the income approach whereby an intangible asset's fair value is equal to the present value of future economic benefits to be derived from ownership of the asset. The useful lives of the other intangible assets were determined based on the period of expected cash flows used to measure the fair value of the intangible assets adjusted as appropriate for entity-specific factors including legal, regulatory, contractual, competitive, economic, and/or other factors that may limit the useful life of the respective intangible asset. As of the closing date, the acquired finite-lived intangible assets had a weighted average useful life of 9.5 years. The fair values of the trade names were determined using the relief from royalty method, which
is based on the hypothetical royalty stream that would be received if the company were to license the respective trade name and were based on expected future revenues from the respective trade name. The weighted-average useful life of the finite-lived trade name intangible assets was determined to be 9.8 years as of the closing date. The fair values of the customer-related and backlog intangible assets were determined using the excess earnings method and were based on the expected operating cash flows attributable to the respective intangible asset, which were determined by deducting expected economic costs, including operating expenses and contributory asset charges, from the revenue expected to be generated from the respective intangible asset. As of the closing date, the weighted-average useful life of the customer-related and backlog intangible assets were determined to be 9.6 years and 9 months, respectively.
The company's businesses are organized, managed, and internally grouped into segments based on similarities in products and services. Segment selection is based on the manner in which the company's chief operating decision maker organizes segments for making operating and investment decisions and assessing performance. The company has identified twelve operating segments and has aggregated certain of those operating segments into two reportable segments: Professional and Residential. The aggregation of the company's segments is based on the segments having the following similarities: economic characteristics, types of products and services, types of production processes, type or class of customers, and method of distribution. The company's remaining activities are presented as "Other" due to their insignificance. The company's Other activities consist of the company's wholly-owned domestic distribution company, the company's corporate activities, and the elimination of intersegment revenues and expenses.
The following tables present summarized financial information concerning the company’s reportable business segments and Other activities (dollars in thousands):
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Three Months Ended February 3, 2023 | | Professional | | Residential | | Other | | Total |
Net sales | | $ | 880,660 | | | $ | 264,615 | | | $ | 3,565 | | | $ | 1,148,840 | |
Intersegment gross sales (eliminations) | | 10,855 | | | 39 | | | (10,894) | | | — | |
Earnings (loss) before income taxes | | 144,076 | | | 37,832 | | | (50,594) | | | 131,314 | |
Total assets | | $ | 2,782,797 | | | $ | 541,214 | | | $ | 330,935 | | | $ | 3,654,946 | |
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Three Months Ended January 28, 2022 | | Professional | | Residential | | Other | | Total |
Net sales | | $ | 672,885 | | | $ | 255,402 | | | $ | 4,363 | | | $ | 932,650 | |
Intersegment gross sales (eliminations) | | 5,417 | | | 15 | | | (5,432) | | | — | |
Earnings (loss) before income taxes | | 93,272 | | | 31,760 | | | (37,885) | | | 87,147 | |
Total assets | | $ | 2,486,201 | | | $ | 444,549 | | | $ | 322,295 | | | $ | 3,253,045 | |
The following table presents the details of operating loss before income taxes for the company's Other activities:
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(Dollars in thousands) | | February 3, 2023 | | January 28, 2022 | | | | |
Corporate expenses | | $ | (43,662) | | | $ | (32,828) | | | | | |
Interest expense | | (14,124) | | | (7,013) | | | | | |
Earnings from the company's wholly-owned domestic distribution company and other income, net | | 7,192 | | | 1,956 | | | | | |
Total operating loss | | $ | (50,594) | | | $ | (37,885) | | | | | |
The following tables disaggregate the company's reportable segment net sales by major product type and geographic market (dollars in thousands):
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Three Months Ended February 3, 2023 | | Professional | | Residential | | Other | | Total |
Revenue by product type: | | | | | | | | |
Equipment | | $ | 778,251 | | | $ | 253,432 | | | $ | 2,444 | | | $ | 1,034,127 | |
Irrigation | | 102,409 | | | 11,183 | | | 1,121 | | | 114,713 | |
Total net sales | | $ | 880,660 | | | $ | 264,615 | | | $ | 3,565 | | | $ | 1,148,840 | |
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Revenue by geographic market: | | | | | | | | |
United States | | $ | 696,494 | | | $ | 203,444 | | | $ | 3,565 | | | $ | 903,503 | |
International countries | | 184,166 | | | 61,171 | | | — | | | 245,337 | |
Total net sales | | $ | 880,660 | | | $ | 264,615 | | | $ | 3,565 | | | $ | 1,148,840 | |
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Three Months Ended January 28, 2022 | | Professional | | Residential | | Other | | Total |
Revenue by product type: | | | | | | | | |
Equipment | | $ | 570,871 | | | $ | 244,589 | | | $ | 3,147 | | | $ | 818,607 | |
Irrigation | | 102,014 | | | 10,813 | | | 1,216 | | | 114,043 | |
Total net sales | | $ | 672,885 | | | $ | 255,402 | | | $ | 4,363 | | | $ | 932,650 | |
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Revenue by geographic market: | | | | | | | | |
United States | | $ | 530,734 | | | $ | 202,567 | | | $ | 4,363 | | | $ | 737,664 | |
International countries | | 142,151 | | | 52,835 | | | — | | | 194,986 | |
Total net sales | | $ | 672,885 | | | $ | 255,402 | | | $ | 4,363 | | | $ | 932,650 | |
Contract Liabilities
Contract liabilities relate to deferred revenue recognized for cash consideration received at contract inception in advance of the company's performance under the respective contract and generally relate to the sale of separately priced extended warranty contracts, service contracts, and non-refundable customer deposits. The company recognizes revenue over the term of the contract in proportion to the costs expected to be incurred in satisfying the performance obligations under the separately priced extended warranty and service contracts. For non-refundable customer deposits, the company recognizes revenue as of the point in time in which the performance obligation has been satisfied under the contract with the customer, which typically occurs upon change in control at the time a product is shipped. As of February 3, 2023 and October 31, 2022, $27.0 million and $28.0 million, respectively, of deferred revenue associated with outstanding separately priced extended warranty contracts, service contracts, and non-refundable customer deposits was reported within accrued liabilities and other long-term liabilities in the Condensed Consolidated Balance Sheets. For the three months ended February 3, 2023, the company recognized $6.2 million of the October 31, 2022 deferred revenue balance within net sales in the Condensed Consolidated Statements of Earnings. The company expects to recognize approximately $8.5 million of the October 31, 2022 deferred revenue amount within net sales throughout the remainder of fiscal 2023, $8.1 million in fiscal 2024, and $5.2 million thereafter.
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5 | Goodwill and Other Intangible Assets, Net |
Goodwill
The changes in the carrying amount of goodwill by reportable segment for the first three months of fiscal 2023 were as follows:
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(Dollars in thousands) | | Professional | | Residential | | Other | | Total |
Balance as of October 31, 2022 | | $ | 573,031 | | | $ | 10,266 | | | $ | — | | | $ | 583,297 | |
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Translation adjustments | | 1,095 | | | 158 | | | — | | | 1,253 | |
Balance as of February 3, 2023 | | $ | 574,126 | | | $ | 10,424 | | | $ | — | | | $ | 584,550 | |
Other Intangible Assets, Net
The components of other intangible assets, net as of February 3, 2023, January 28, 2022, and October 31, 2022 were as follows (dollars in thousands):
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February 3, 2023 | | Weighted-Average Useful Life in Years | | Gross Carrying Amount | | Accumulated Amortization | | Net |
Patents | | 9.9 | | $ | 18,253 | | | $ | (15,539) | | | $ | 2,714 | |
Non-compete agreements | | 5.5 | | 6,889 | | | (6,872) | | | 17 | |
Customer-related | | 16.0 | | 321,334 | | | (89,935) | | | 231,399 | |
Developed technology | | 7.1 | | 102,125 | | | (55,823) | | | 46,302 | |
Trade names | | 13.7 | | 10,744 | | | (3,624) | | | 7,120 | |
Backlog and other | | 0.6 | | 5,730 | | | (5,730) | | | — | |
Total finite-lived | | 13.4 | | 465,075 | | | (177,523) | | | 287,552 | |
Indefinite-lived - trade names | | | | 289,512 | | | — | | | 289,512 | |
Total other intangible assets, net | | | | $ | 754,587 | | | $ | (177,523) | | | $ | 577,064 | |
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January 28, 2022 | | Weighted-Average Useful Life in Years | | Gross Carrying Amount | | Accumulated Amortization | | Net |
Patents | | 9.9 | | $ | 18,291 | | | $ | (14,858) | | | $ | 3,433 | |
Non-compete agreements | | 5.5 | | 6,921 | | | (6,885) | | | 36 | |
Customer-related | | 16.0 | | 322,296 | | | (66,325) | | | 255,971 | |
Developed technology | | 7.0 | | 87,427 | | | (45,748) | | | 41,679 | |
Trade names | | 13.7 | | 10,762 | | | (3,038) | | | 7,724 | |
Backlog and other | | 0.7 | | 6,640 | | | (4,390) | | | 2,250 | |
Total finite-lived | | 13.5 | | 452,337 | | | (141,244) | | | 311,093 | |
Indefinite-lived - trade names | | | | 289,704 | | | — | | | 289,704 | |
Total other intangible assets, net | | | | $ | 742,041 | | | $ | (141,244) | | | $ | 600,797 | |
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October 31, 2022 | | Weighted-Average Useful Life in Years | | Gross Carrying Amount | | Accumulated Amortization | | Net |
Patents | | 9.9 | | $ | 18,210 | | | $ | (15,317) | | | $ | 2,893 | |
Non-compete agreements | | 5.5 | | 6,851 | | | (6,829) | | | 22 | |
Customer-related | | 16.0 | | 320,959 | | | (83,805) | | | 237,154 | |
Developed technology | | 7.1 | | 101,915 | | | (53,001) | | | 48,914 | |
Trade names | | 13.8 | | 10,667 | | | (3,395) | | | 7,272 | |
Backlog and other | | 0.6 | | 5,730 | | | (5,505) | | | 225 | |
Total finite-lived | | 13.4 | | 464,332 | | | (167,852) | | | 296,480 | |
Indefinite-lived - trade names | | | | 289,352 | | | — | | | 289,352 | |
Total other intangible assets, net | | | | $ | 753,684 | | | $ | (167,852) | | | $ | 585,832 | |
Amortization expense for finite-lived intangible assets for the three months ended February 3, 2023 and January 28, 2022 was $9.1 million and $6.5 million, respectively. As of February 3, 2023, estimated amortization expense for the remainder of fiscal 2023 and succeeding fiscal years is as follows:
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(Dollars in thousands) | | February 3, 2023 |
2023 (remaining) | | $ | 25,792 | |
2024 | | 33,022 | |
2025 | | 30,170 | |
2026 | | 28,989 | |
2027 | | 24,055 | |
2028 | | 21,533 | |
Thereafter | | 123,991 | |
Total estimated amortization expense | | 287,552 | |
The following is a summary of the company's indebtedness:
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(Dollars in thousands) | | February 3, 2023 | | January 28, 2022 | | October 31, 2022 |
$600 million revolving credit facility, due October 2026 | | $ | 100,000 | | | $ | 400,000 | | | $ | — | |
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$270 million term loan, due October 2026 | | 270,000 | | | 270,000 | | | 270,000 | |
$200 million term loan, due April 2027 | | 200,000 | | | — | | | 200,000 | |
3.81% series A senior notes, due June 2029 | | 100,000 | | | 100,000 | | | 100,000 | |
3.91% series B senior notes, due June 2031 | | 100,000 | | | 100,000 | | | 100,000 | |
3.97% senior notes, due June 2032 | | 100,000 | | | — | | | 100,000 | |
7.8% debentures, due June 2027 | | 100,000 | | | 100,000 | | | 100,000 | |
6.625% senior notes, due May 2037 | | 124,117 | | | 124,055 | | | 124,102 | |
Less: unamortized debt issuance costs | | 3,102 | | | 2,701 | | | 3,334 | |
Total long-term debt | | 1,091,015 | | | 1,091,354 | | | 990,768 | |
Less: current portion of long-term debt | | — | | | 100,000 | | | — | |
Long-term debt, less current portion | | $ | 1,091,015 | | | $ | 991,354 | | | $ | 990,768 | |
As of February 3, 2023, principal payments required on the company's outstanding indebtedness, based on the maturity dates defined within the company's debt arrangements, for the remainder of fiscal 2023 and succeeding fiscal years are as follows:
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(Dollars in thousands) | | February 3, 2023 |
2023 (remaining) | | $ | — | |
2024 | | $ | — | |
2025 | | $ | 37,000 | |
2026 | | $ | 363,000 | |
2027 | | $ | 270,000 | |
2028 | | $ | — | |
Thereafter | | $ | 425,000 | |
Total principal payments required | | $ | 1,095,000 | |
Covenants
The company is in compliance with all covenants under the company’s outstanding indebtedness as of February 3, 2023.