UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For Fiscal Year Ended October 31, 2007

THE TORO COMPANY

(Exact name of registrant as specified in its charter)

Delaware

 

1-8649

 

41-0580470

(State of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification
Number)

 

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

 

 

Name of Each Exchange on Which Registered

Common Stock, par value $1.00 per share

 

New York Stock Exchange

Preferred Share Purchase Rights

 

New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes x    No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes o    No x

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 and (2) has been subject to such filing requirements for the past 90 days.    Yes x    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer        x        Accelerated filer        o        Non-accelerated filer        o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes o     No x

The aggregate market value of the voting stock held by non-affiliates of the registrant, based on the closing price of the Common Stock on May 4, 2007, the last business day of the registrant’s most recently completed second fiscal quarter, as reported by the New York Stock Exchange, was approximately $2.1 billion.

The number of shares of Common Stock outstanding as of December 13, 2007 was 38,253,743.

Documents Incorporated by Reference

Portions of the registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held March 11, 2008 are incorporated by reference into Part III.




THE TORO COMPANY
FORM 10-K
TABLE OF CONTENTS

 

Description

Page Number

PART I

 

 

 

ITEM 1.

 

Business

 

3

ITEM 1A.

 

Risk Factors

 

11

ITEM 1B.

 

Unresolved Staff Comments

 

17

ITEM 2.

 

Properties

 

18

ITEM 3.

 

Legal Proceedings

 

18

ITEM 4.

 

Submission of Matters to a Vote of Security Holders

 

19

 

 

Executive Officers of the Registrant

 

20

PART II

 

 

 

ITEM 5.

 

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

 

21

 

 

The Toro Company Common Stock Comparative Performance Graph

 

22

ITEM 6.

 

Selected Financial Data

 

23

ITEM 7.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

23

ITEM 7A.

 

Quantitative and Qualitative Disclosures about Market Risk

 

36

ITEM 8.

 

Financial Statements and Supplementary Data

 

38

 

 

Management’s Report on Internal Control over Financial Reporting

 

38

 

 

Report of Independent Registered Public Accounting Firm

 

39

 

 

Consolidated Statements of Earnings for the fiscal years ended October 31, 2007, 2006, and 2005

 

40

 

 

Consolidated Balance Sheets as of October 31, 2007 and 2006

 

41

 

 

Consolidated Statements of Cash Flows for the fiscal years ended October 31, 2007, 2006, and 2005

 

42

 

 

Consolidated Statements of Stockholders’ Equity and Comprehensive Income  for the fiscal years ended October 31, 2007, 2006, and 2005

 

43

 

 

Notes to Consolidated Financial Statements

 

44

ITEM 9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

57

ITEM 9A.

 

Controls and Procedures

 

58

ITEM 9B.

 

Other Information

 

58

PART III

 

 

 

ITEM 10.

 

Directors, Executive Officers and Corporate Governance

 

58

ITEM 11.

 

Executive Compensation

 

58

ITEM 12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

59

ITEM 13.

 

Certain Relationships and Related Transactions, and Director Independence

 

59

ITEM 14.

 

Principal Accounting Fees and Services

 

59

PART IV

 

 

 

ITEM 15.

 

Exhibits, Financial Statement Schedules

 

59

 

 

Signatures

 

63

 

2




PART I


ITEM 1.            BUSINESS

Introduction

The Toro Company was incorporated in Minnesota in 1935 as a successor to a business founded in 1914 and reincorporated in Delaware in 1983. Unless the context indicates otherwise, the terms “company,” “Toro,” “we,” “us,” and “our” refer to The Toro Company and its subsidiaries. Our executive offices are located at 8111 Lyndale Avenue South, Bloomington, Minnesota, 55420-1196, telephone number (952) 888-8801. Our Internet address for corporate and investor information is www.thetorocompany.com, which also contains links to our branded product sites. The information contained on our web sites or connected to our web sites is not incorporated by reference into this Annual Report on Form 10-K and should not be considered part of this report.

We design, manufacture, and market professional turf maintenance equipment and services, turf and micro irrigation systems, landscaping equipment, and residential yard products. We produced our first mower for golf course use in 1921 when we mounted five reel mowers on a Toro Tractor, and we introduced our first lawn mower for residential use in 1939. We have continued to enhance our product lines ever since. We classify our operations into two reportable segments: professional and residential. A third segment called “other” consists of domestic company-owned distributorships, corporate functions, and Toro Credit Company, a wholly owned financing subsidiary. Net sales of our segments accounted for the following approximate percentages of our consolidated net sales for fiscal 2007: Professional, 68 percent; Residential, 30 percent; and Other, 2 percent.

Our products are advertised and sold at the retail level under the primary trademarks of Toro®, Exmark®, Irritrol®, Lawn-Boy®, Hayter®, Pope®, and Lawn Genie®, most of which are registered in the United States and/or in the principal foreign countries where we market our products. This report also contains trademarks, trade names, and service marks that are owned by other persons or entities, such as The Home Depot.

We emphasize quality and innovation in our products, customer service, manufacturing, and marketing. We strive to provide well-built, dependable products supported by an extensive service network. We have committed funding for engineering and research in order to improve existing products and develop new products. Through these efforts, we seek to be responsive to trends that may affect our target markets now and in the future. A significant portion of our revenue has historically been, and we expect it to continue to be, attributable to new and enhanced products. At the same time, we plan to pursue targeted acquisitions using a disciplined approach that adds value to our existing brands and product portfolio. Our mission is to be the leading worldwide provider of outdoor landscaping products, support services, and integrated systems that help customers preserve and beautify their outdoor landscapes with environmentally responsible solutions of customer-valued quality and innovation. Additional information on our next-generation initiative is included in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of this report.

Products by Market

We strive to be a leader in adapting advanced technologies to products and services that provide solutions for landscapes, agricultural fields, turf care maintenance, and residential demands. The following is a summary of our products by market for the professional segment and our products for the residential segment:

Professional – We design professional turf and agricultural products and market them worldwide through a network of distributors and dealers as well as directly to government customers and rental companies. Products are sold by distributors and dealers to professional users engaged in creating landscapes, irrigating agricultural fields, and maintaining turf, such as golf courses, sports fields, municipal properties, and residential and commercial landscapes.

Landscape Contractor Market. Products for the landscape contractor market include zero-turn radius riding mowers, 21-inch heavy-duty walk behind mowers, mid-size walk behind mowers, and compact utility loaders. These products are sold through distributors and dealers, and are also available through rental centers to individuals and companies who maintain and create residential and commercial landscapes on behalf of property owners. We market products to landscape contractors under multiple brands. In fiscal 2007, we introduced the Toro T2 T-Bar Hydro, a mid-size commercial walk-behind mower that features our easy-to-use T2 T-Bar steering controls and high performance Turboforce® cutting deck technology. In fiscal 2007, we also introduced the Toro Z Master® Z300 PRO Series sub-compact zero-turn radius riding mowers, combining the productivity of a zero-turn radius rider and the accessibility of a walk-behind mower, and the Exmark Quest®, a zero-turn radius riding mower that delivers commercial grade features to homeowners seeking professional results.

Our compact utility loaders are cornerstone products for the Toro Sitework Systems product line. These products are designed to improve efficiency in the creation of landscapes. We offer over 35 attachments for our compact utility loaders, including trenchers, augers, vibratory plows, and backhoes.

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Sports Fields and Grounds Market. Products for the sports fields and grounds market include riding rotary units with cutting widths ranging from 21 inches to 16 feet, aerators, attachments, and debris management products, which include versatile debris vacuums, blowers, and sweepers. Other products include multipurpose vehicles, such as the Workman®, that can be used for turf maintenance, towing, and industrial hauling. These products are sold through distributors, who then sell to owners and/or managers of sports fields, municipal properties, and residential and commercial landscapes. In fiscal 2007, we introduced the Groundsmaster® 7200/7210, featuring the Toro Polar Trac™ System that transforms this zero-turn radius rotary mower into a snow removal machine and the Toro Quick Attachment System that enables attachment changes without the use of tools.

Residential/Commercial Irrigation Market. Turf irrigation products we market under multiple brands include sprinkler heads, brass and plastic valves, and electric and hydraulic control devices designed to be used in residential and commercial turf irrigation systems. These products are professionally installed as new systems and can also be used to replace or retrofit existing systems. Most of the product line is designed for underground irrigation systems. Electric and hydraulic controllers activate valves and sprinkler heads in a typical irrigation system. We also offer wireless rain and freeze switches on some products in an effort to conserve water usage. Our IntelliSense™ and Rain Master™ controllers self-adjust their watering schedules based on current environment conditions. In fiscal 2007, we introduced the TDC Series Advanced Two Wire Decoder Control, featuring an innovative two-wire communication path to buried decoders that eliminates the costs associated with traditional wire bundles and enables easy installation and expansion.

Golf Course Market. Products for the golf course market include large reel and rotary riding products for fairway, rough and trim cutting; riding and walking mowers for putting greens and specialty areas; turf sprayer equipment; utility vehicles; aeration equipment; and bunker maintenance equipment. We also manufacture and market underground irrigation systems, including sprinkler heads and controllers that activate electric, battery-operated, or hydraulic valves. Our professional irrigation systems are designed to use computerized management systems and a variety of technologies to help customers manage their consumption of water. Our 835S/855S Series golf sprinklers are equipped with a unique TruJectory™ feature that provides enhanced water distribution control as well as uniformity, nozzle flexibility, and system efficiency. Our Network VP™ Satellite also provides an upgrade path to customers with existing controllers. In late fiscal 2006, we introduced the Reelmaster® 5010 Series of reel mowers for golf course fairways, featuring Dual Precision Adjustment cutting units and the CrossTrax™ all-wheel drive system. In fiscal 2007, we introduced the Toro DT Series of golf rotors, featuring dual trajectory and full- and part-circle adjustments.

Micro-Irrigation Market. Products for the micro-irrigation market include emission devices that regulate flow for drip irrigation, including Aqua-TraXX® drip tape, patented Aqua-TraXX® PC (pressure-compensating), Blue Stripe® polyethylene tubing, and Drip In® drip line, all used in agriculture, mining, and landscape applications. These products are sold primarily through dealers and distributors who then sell to end users for use primarily in vegetable fields, fruit and nut orchards, vineyards, and landscapes. We also offer a product life-cycle management program that includes an industry-first recycling service and permanent identification for ease of installation. In fiscal 2007, we introduced the Aqua-Traxx® Ultra Low Flow Premium Drip Tape that reduces the amount of water applied to a field, preventing infiltration and runoff for growers on heavy or tight soils.

Residential – We market our residential products to homeowners through a variety of distribution channels, including dealers, hardware retailers, home centers, mass retailers, and over the Internet, mainly through Internet retailers. These products are sold mainly in North America, Europe, and Australia, with the exception of snow removal products, which are sold primarily in North America and Europe. We also license our trade name to other manufacturers and retailers on certain products as a means of expanding our brand presence.

Walk Power Mower Products. We manufacture and market numerous walk power mower models under multiple brands, including the Pope brand in Australia and the Hayter brand in the United Kingdom. Models differ as to cutting width, type of starter mechanism, ability to mulch, bag or side discharge grass clippings, cast aluminum or steel decks, controls, and power sources, and are either self-propelled or push mowers. Toro brand lawn mowers are backed by our “Guaranteed To Start” program. We also offer a line of rear roller walk power mowers, a design that provides a striped finish for the United Kingdom market. In fiscal 2007, we introduced an enhanced line of Toro Super Recycler® walk power mowers, featuring the “Quick Connect” bagging system and the “Quick Change” mulching system that converts from bagging to mulching effortlessly with no loose parts. In addition, these new innovative walk power mowers feature the “Quick Wash” wash-out port for easy cleaning and two of the models feature the Key-Lectric® electric start that starts the mower at the turn of a key. In fiscal 2007, we also introduced the Toro Multicycler line of walk power mowers to the European market, featuring our Recycle-on-Demand mulching technology, and the Lawn-Boy Insight™ Platinum Series of walk-behind mowers, featuring fully enclosed transmissions, cast aluminum decks, and a five-year warranty.

4




Riding Products. We manufacture and market riding products under multiple brands. We also manufacture riding mower products plus attachments for a third party under a private label agreement. Riding mowers and tractors include a rear engine riding mower manufactured and sold in the European market; lawn tractor models; and garden tractor models. Many models are available with a variety of decks and accessories. Recycler cutting decks are available on some models. Models can be equipped with automatic or hydrostatic transmissions. In recent years, we introduced a new line of riding products, the TimeCutter® zero-turning radius riding mowers. In fiscal 2007, we introduced the redesigned Toro TimeCutter® Z Series of zero-turning radius riding mowers, featuring larger engines and deck options and other enhancements designed to further reduce mowing time for homeowners.

Home Solutions Products. We design and market home solutions products under multiple brands, including electric and battery operated flexible line grass trimmers, electric blowers, electric blower-vacuums, and electric snow throwers. In fiscal 2007, we introduced three new electric blower-vacuum models, featuring a more powerful air force and an improved flow rate.

Retail Irrigation Products. We design and market underground retail irrigation products under multiple brands. In Australia, we also design and market underground and hose-end retail irrigation products under the Pope brand name. These products are designed for homeowner installation and include sprinkler heads, valves, and electronic and mechanical timers. Our ECXTRA™ sprinkler timers can be used with a home computer, and our Scheduling Advisor™ recommends the proper watering schedule based on the local weather, plant type, and sprinkler. We also design and market drip irrigation systems for residential landscapes and gardens.

Gas Snow Removal Products. We manufacture and market a range of gas-powered single-stage and two-stage snow thrower models under multiple brands. Single-stage snow throwers are walk behind units with lightweight two- and four-cycle gasoline engines. Most single-stage snow thrower models include Power Curve® snow thrower technology. Our large two-stage snow throwers are designed for relatively large areas of deep, heavy snow falls and use two- and four-cycle engines. Our two-stage snow throwers include a line of innovative models featuring the Power Max® auger system for enhanced performance and the Quick Stick® chute control technology. In fiscal 2007, we introduced the Power Clear™ single-stage snow thrower to the North American and European markets, featuring our Quick Shoot™ control system that enables operators to quickly change snow throwing direction, and an innovative pivoting scraper that keeps the rotor in constant contact with the pavement.

Financial Information About Foreign Operations and Business Segments

We manufacture our products in the United States, Mexico, Australia, Italy, and the United Kingdom for sale throughout the world and maintain sales offices in the United States, Belgium, the United Kingdom, France, Australia, Singapore, Japan, China, Italy, and Switzerland. New product development is pursued primarily in the United States. Our net sales outside the United States were 29.0 percent, 27.0 percent, and 24.8 percent of total consolidated net sales for fiscal 2007, 2006, and 2005, respectively.

A portion of our cash flow is derived from sales and purchases denominated in foreign currencies. To reduce the uncertainty of foreign currency exchange rate movements on these sales and purchase commitments, we enter into foreign currency exchange contracts for select transactions. For additional information regarding our foreign currency exchange contracts, see Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk” of this report. For additional financial information regarding our foreign operations and each of our segments, see Note 11 of the notes to our consolidated financial statements, section entitled “Segment Data,” included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report.

Manufacturing and Production

In some areas of our business, we are primarily an assembler, while in others we serve as a fully integrated manufacturer. We have strategically identified specific core manufacturing competencies for vertical integration and have chosen outside vendors to provide other services. We design component parts in cooperation with our vendors, contract with them for the development of tooling, and then enter into agreements with these vendors to purchase component parts manufactured using the tooling. In addition, our vendors regularly test new technologies to be applied to the design and production of component parts. Manufacturing operations include robotic and computer-automated equipment to speed production, reduce costs, and improve the quality, fit, and finish of products. Operations are also designed to be flexible enough to accommodate product design changes required to respond to market demand.

In order to utilize our manufacturing facilities and technology more effectively, we pursue continuous improvements in our manufacturing processes with the use of Lean methods, which are intended to streamline work and eliminate waste. We also have some flexible assembly lines that can handle a wide product mix and deliver products to meet customer demand. Additionally, we spend considerable effort to reduce manufacturing costs through Lean methods and process improvement, product and platform design, application of advanced technology, enhanced environmental management systems, SKU consolidation, safety improvements, and better supply-chain management. We also manufacture products sold under a private label agreement to a

5




third party on a competitive basis, and we have agreements with other third party manufacturers to manufacture products on our behalf.

Our professional products are manufactured throughout the year. Our residential lawn and garden products are also generally manufactured throughout the year. However, our residential snow removal equipment products are generally manufactured in the summer and fall months. Our products are tested in conditions and locations similar to those in which they are used. We use computer-aided design and manufacturing systems to shorten the time between initial concept and final production.

Our production levels and inventory management goals are based on estimates of demand for our products, taking into account production capacity, timing of shipments, and field inventory levels. In fiscal 2007, we continued to roll-out a pull-based production system at some of our manufacturing facilities to better synchronize the production of our products to meet customer demand at just the right time. Along with improved service levels for our participating suppliers and distributors, the program has resulted in inventory reductions through the distribution system.

We periodically shut down production to allow for maintenance, rearrangement, and capital equipment installation at our manufacturing facilities. Capital expenditures for fiscal 2008 are expected to be approximately $45 to $50 million, which is approximately $3 to $8 million higher than fiscal 2007 capital expenditures, as we expect to continue to invest in tooling for new products and manufacturing equipment.

Engineering and Research

We are committed to an ongoing engineering program dedicated to developing innovative new products and improvements in the quality and performance of existing products. However, a focus on innovation also carries certain risks that new technology could be slow to be accepted or not accepted by the marketplace. We attempt to mitigate this risk through our focus on and commitment to understanding our customers’ needs and requirements. We are investing more time upfront with customers, using “Voice of the Customer” tools to ensure we develop innovative products that meet or exceed customer expectations. We are also utilizing Design for Manufacturing and Assembly (DFMA) tools and enhancing our New Product Development System to ensure early manufacturing involvement in new product designs to reduce production costs. DFMA focuses on reducing the number of parts required to assemble new products as well as designing products to move more efficiently through the manufacturing process. We are also making several improvements to our engineering process as part of our Lean initiatives.

Our engineering expenses are primarily incurred in connection with the development of new products that may have additional applications or represent extensions of existing product lines, improvements to existing products, and cost reduction efforts. Our expenditures for engineering and research were $59.9 million (3.2 percent of net sales) in fiscal 2007, $57.3 million (3.1 percent of net sales) in fiscal 2006, and $52.6 million (3.0 percent of net sales) in fiscal 2005. In fiscal 2008, we anticipate engineering and research costs to increase compared to fiscal 2007 as we plan to continue to invest in engineering, research, and new product development.

Raw Materials

Most of the components of our products are commercially available from a number of sources and are in adequate supply. Therefore, we are generally not dependent on any one supplier, except for engines from Japanese suppliers used in some of our professional segment products.

In fiscal 2007, we experienced no significant work stoppages as a result of shortages of raw materials or commodities. The highest value component costs are generally engines, steel, transmissions, transaxles, hydraulics, electric motors, and plastic resin purchased from several suppliers around the world. We have some long-term commitments for the purchase of various component parts and raw materials that management believes are unlikely to be terminated prematurely.

During fiscal 2007, we continued to experience an increase in commodity costs, which hampered our gross margin growth rate in fiscal 2007 compared to fiscal 2006. We have offset and expect to continue to mitigate in part the impact of these increased costs by engaging in proactive vendor negotiations and internal cost reduction efforts, reviewing alternative sourcing options, and introducing moderate price increases on some products.

Service and Warranty

Our products are warranted to ensure customer confidence in design, workmanship, and overall quality. Warranty length varies depending on whether product usage is for “residential” or “professional” applications within individual product lines. Some products have an over-the-counter exchange option and some have a 30-day satisfaction guarantee. Warranty coverage ranges from a period of six months to seven years, and generally covers parts, labor, and other expenses for non-maintenance repairs. Warranty coverage generally does not cover operator abuse and improper use. An authorized Toro, Lawn-Boy, Hayter, Exmark, or Pope distributor or dealer must perform warranty work. Distributors, dealers, and contractors submit claims for warranty reimbursement and are credited for the cost of repairs, labor, and other expenses as long as the repairs meet our prescribed standards. At the time of sale, we accrue a warranty reserve based on, among other factors, historical claims experience by individual product lines for estimated costs in connection with future warranty claims. Warranty reserves are also accrued for major rework campaigns and product recalls. Service support outside of the warranty period is provided by independent Toro, Lawn-Boy, Hayter, or Exmark

6




distributors and dealers at the customer’s expense. We also sell extended warranty coverage on select products for a prescribed period after the original factory warranty period expires.

Product Liability

We have rigorous product safety standards and work continually to improve the safety and reliability of our products. We monitor accidents and possible claims and establish liability estimates with respect to claims based on internal evaluations of the merits of individual claims. We purchase excess insurance coverage for catastrophic product liability claims for incidents that exceed our self-insured retention levels.

Patents

We hold patents in the United States and foreign countries and apply for patents as applicable. Although we believe our patents are valuable and patent protection is beneficial, our patent protection will not necessarily deter or prevent competitors from attempting to develop similar products. We are not materially dependent on any one or more of our patents.

To prevent possible infringement of our patents by others, we periodically review competitors’ products. To avoid potential liability with respect to others’ patents, we regularly review certain patents issued by the United States Patent and Trademark Office (USPTO) and foreign patent offices. We believe these activities help us minimize our risk of being a defendant in patent infringement litigation. We are currently involved in patent litigation cases, both where we are asserting patents and where we are defending against charges of infringement. While the ultimate results of the current cases are unknown at this time, we believe that the outcome of these cases is unlikely to have a material adverse effect on our consolidated financial condition or results of operations.

Seasonality

Sales of our residential products, which accounted for approximately 30 percent of total consolidated net sales in fiscal 2007, are seasonal, with sales of lawn and garden products occurring primarily between February and May, and sales of snow removal equipment occurring primarily between July and January. Opposite seasons in some global markets somewhat moderate this seasonality of residential product sales. Seasonality of professional product sales also exists, but is tempered because the selling season on the West Coast, in Southern states, and in our markets in the Southern hemisphere, such as Australia, Latin America, and parts of Asia continue for a longer portion of the year than in Northern regions of the world.

Overall, worldwide sales levels are historically highest in our fiscal second quarter and retail demand is generally highest in our fiscal third quarter. Typically, accounts receivable balances increase between January and April as a result of higher sales volumes and extended payment terms made available to our customers. Accounts receivable balances decrease between May and December when payments are received. Our financing requirements are subject to variations due to seasonal changes in working capital levels, which typically increase in the first half of our fiscal year and then decrease in the second half of our fiscal year. Seasonal cash requirements of our business are financed from operations and with our bank credit lines. Peak borrowing generally occurs between January and April.

The following table shows total consolidated net sales and net earnings for each fiscal quarter as a percentage of the total fiscal year.

 

 

Fiscal 2007

 

Fiscal 2006

 

 

 

Net

 

Net

 

Net

 

Net

 

Quarter

 

Sales

 

Earnings

 

Sales

 

Earnings

 

First

 

 

20

%

 

13

%

 

20

%

 

11

%

Second

 

 

37

 

 

53

 

 

36

 

 

54

 

Third

 

 

25

 

 

30

 

 

26

 

 

31

 

Fourth

 

 

18

 

 

4

 

 

18

 

 

4

 

 

Effects of Weather

From time to time, weather conditions in a particular region or market may adversely affect sales of some of our products and field inventory levels, and result in a negative impact on our future net sales. As the percentage of our net sales from outside the United States has continued to increase, our dependency on weather in any one part of the world has decreased. Nonetheless, weather conditions could materially affect our future net sales.

Distribution and Marketing

We market the majority of our products through approximately 50 domestic and 100 foreign distributors, as well as a number of hardware retailers, home centers, and mass retailers in more than 90 countries worldwide.

Toro and Lawn-Boy residential products, such as walk power mowers, riding products, and snow throwers, are sold to distributors, including Toro-owned distributors, for resale to retail dealers throughout the United States. Walk power mowers, snow throwers, and riding products are also sold directly to dealers, hardware retailers, home centers, and mass retailers. Home solutions products and retail irrigation products are primarily sold directly to home centers, mass retailers, hardware retailers, and dealers. We also sell selected residential products over the Internet, mainly through Internet retailers. Internationally, residential products are sold direct to retail dealers and mass merchandisers in Australia, Belgium, Canada, and the United Kingdom. In most other countries, products are mainly sold to distributors for resale to dealers and mass retailers.

Worldwide, professional products are sold mainly to distributors for resale to dealers, sports complexes, industrial facilities, contractors, municipalities, rental stores, and golf courses. We also sell some professional segment products directly to government

7




customers and rental companies. Selected residential/commercial irrigation products are also sold directly to professional irrigation distributors. Compact utility loaders and attachments are sold directly to dealers and large rental companies. Exmark products are also sold direct to dealers in certain regions of the United States.

We currently own two domestic distribution companies. Our primary purposes in owning domestic distributorships are to facilitate ownership transfers while improving operations, and to test and deploy new strategies and business practices that could be replicated by our independent distributors. These distribution companies sell professional and residential products directly to retail dealers and customers in the United States and a majority of their revenues are derived from Toro-manufactured products.

Our distribution systems are intended to assure quality of sales and market presence, as well as effective after-purchase service and support. We believe our distribution network provides a competitive advantage in marketing and selling our products.

Our current marketing strategy is to maintain distinct brands and brand identification for Toro®, Exmark®, Irritrol®, Lawn-Boy®, Hayter®, Lawn Genie®, Pope®, and Rain Master™ products.

We advertise our residential products during appropriate seasons throughout the year on television, radio, in print, and via the Internet. Professional products are advertised in print and through direct mail programs, as well as on the Internet. Most of our advertising emphasizes our brand names. Advertising is purchased by the company as well as through cooperative programs with distributors, dealers, hardware retailers, home centers, and mass retailers.

Customers

Overall, we believe that in the long-term we are not dependent on any single customer. However, The Home Depot accounted for greater than 10 percent of our total consolidated net sales in fiscal 2007, 2006, and 2005. The residential segment of our business is dependent on The Home Depot as a customer. While the loss of any substantial customer, including The Home Depot, could have a material short-term impact on our business, we believe that our diverse distribution channels and customer base should reduce the long-term impact of any such loss.

Backlog of Orders

Our backlog of orders is dependent upon when customers place orders, and not necessarily an indicator of our expected results for the first fiscal quarter of fiscal 2008 or our fiscal 2008 sales growth. The approximate backlog of orders believed to be firm as of October 31, 2007 and 2006 was $70.0 million and $120.6 million, respectively, a decrease of 42 percent. This decline was primarily due to our domestic customers purchasing product closer to retail demand because of the uncertainty of the economy. Residential segment open orders for snow thrower products were also down compared to last fiscal year due to customers’ uncertainty of the upcoming snow season because of lower levels of snow fall during the 2006-2007 winter season in key markets. In addition, backlog of orders for our international businesses were also down as of October 31, 2007 compared to October 31, 2006 due to international customers placing orders in the first quarter of fiscal 2008 instead of the fourth quarter of fiscal 2007. We expect the existing backlog of orders will be filled in early fiscal 2008.

Competition

Our products are sold in highly competitive markets throughout the world. The principal competitive factors in our markets are pricing, product innovation, quality and reliability, product support and customer service, warranty, brand awareness, reputation, distribution, shelf space, and financing options. Pricing has become an increasingly important competitive factor for a majority of our products. We believe we offer total solutions and full service packages with high quality products that have the latest technology and design innovations. Also, by selling our products through a network of distributors, dealers, hardware retailers, home centers, and mass retailers, we offer comprehensive service support during and after the warranty period. We compete in many product lines with numerous manufacturers, many of which have greater operational and financial resources than us. We believe that we have a competitive advantage because we manufacture a broad range of product lines, we are committed to product innovation and customer service, we focus on Lean manufacturing methods, we have a strong focus in maintaining landscapes, and our distribution channels position us well to compete in various markets.

Internationally, residential segment products face more competition where foreign competitors manufacture and market products in their respective countries. We experience this competition primarily in Europe and Asia. In addition, fluctuations in the value of the U.S. dollar may affect the price of our products in foreign markets, thereby impacting their competitiveness. We provide pricing support to foreign customers, as needed, to remain competitive in international markets.

Environmental Matters and Other Governmental Regulation

We are subject to a wide variety of federal, state, international, and other governmental laws, rules, and regulations. These laws, rules, and regulations may affect the way we conduct our operations, and failure to comply with these regulations could lead to fines and other penalties. We are also involved in the evaluation and clean-up of a limited number of properties currently and previously owned. We do not expect that these matters will have a material adverse effect on our consolidated financial position or results of operations.

The European Union (EU) has adopted the following environmental directives: Waste Electrical and Electronic Equipment

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(WEEE) and Restriction on the use of Hazardous Substances (RoHS). Both directives are transposed into legislation in the 27 EU member states. The WEEE directive mandates the labeling, collection, and disposal of electrical and electronic equipment. The RoHS directive bans the sale of electrical and electronic equipment containing certain, or certain levels of, hazardous substances, such as lead, mercury, chromium, cadmium, and brominated-flame retardants. We believe that we are in substantial compliance with these regulations.

The United States Environmental Protection Agency (EPA) and the California Air Resources Board (CARB) have adopted emission regulations setting maximum emission standards for certain off-road equipment. New engine emission regulations are being phased in by the federal government and the State of California. Our products are also subject to international laws and regulations related to emissions in places where we sell our products outside the United States. We are currently unable to predict the ultimate impact of the adopted and proposed regulations on our business.

Our residential products are subject to various United States statutes designed to protect consumers and are subject to the administrative jurisdiction of the Consumer Product Safety Commission. We are also subject to international, federal and state environmental, occupational safety, transportation, and other regulations. We believe we are in substantial compliance with all such regulations, none of which has had a material adverse effect on our operations or business.

Customer Financing

Wholesale Financing – Toro Credit Company, our wholly owned finance subsidiary, provides financing for select products we manufacture for North American Toro distributors and approximately 180 selected U.S. dealers. Toro Credit Company purchases select receivables from our distributors for extended periods that assist the distributors and dealers to carry representative inventories of equipment. Down payments are not required and, depending on the finance program for each product line, finance charges are incurred by us, shared between us and the distributor and/or the dealer, or paid by the distributor or dealer. A security interest is retained in the distributors’ and dealers’ inventories, and those inventories are monitored regularly. Terms to the distributors and dealers require payment as the equipment, which secures the indebtedness, is sold to customers, or when payment terms become due, whichever occurs first. Rates are based on prime rate plus a fixed percentage that differs based on whether the financing is for a distributor or dealer. Rates may also vary based on the product that is financed.

Independent Toro dealers that do not finance through Toro Credit Company finance their inventories with third party sources. The finance charges represent interest for a pre-established length of time based on a predefined rate by a contract with third party financing sources. Exmark and some international products sold through dealers are financed primarily with third party financing sources or by the distributor.

End-User Financing – We have agreements with a third party financing company to provide lease-financing options to golf course and sports fields and grounds equipment customers and micro-irrigation customers in North America, Europe, and Australia. The purpose of these agreements is to increase sales by giving buyers of our products alternative financing options when purchasing our products.

We also have a multi-year agreement with a third party financing company to provide financing programs under a private label program in the U.S. This program, offered primarily to Toro and Exmark dealers, provides end-user customers a revolving line of credit for Toro and Exmark products, parts, and services.

Distributor Financing – Occasionally, we enter into long-term loan agreements with some distributors. These transactions are used for expansion of the distributors’ businesses, acquisitions, refinancing working capital agreements, or ownership changes.

Employees

During fiscal 2007, we employed an average of 5,320 employees. The total number of employees as of October 31, 2007 was 5,273. We consider our employee relations to be good. Three collective bargaining agreements cover approximately 17 percent of these employees. These three agreements expire in October 2008, May 2010, and October 2010. From time to time, we also retain consultants, independent contractors, and temporary and part-time workers.

Available Information

Filings with the SEC – We are a reporting company under the Securities Exchange Act of 1934, as amended, and file reports, proxy statements, and other information with the Securities and Exchange Commission (SEC). Copies of these reports, proxy statements, and other information can be inspected and copied at the SEC’s Public Reference Room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Because we make filings to the SEC electronically, you may also access this information from the SEC’s home page on the Internet at http://www.sec.gov.

We make available, free of charge on our Internet web site www.thetorocompany.com (select the “Investor Information” link and then the “Financials” link), our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements on Schedule 14A, amendments to those reports, and other documents filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The

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information contained on our web site or connected to our web site is not incorporated by reference into this Annual Report on Form 10-K and should not be considered part of this report.

Corporate Governance – We have a Code of Ethics for the CEO and Senior Financial Officers, a Code of Conduct for all employees, and a Board of Directors Business Ethics Policy Statement. Copies of these documents are posted on our website at www.thetorocompany.com (select the “Investor Information” link and then the “Corporate Governance” link). If we amend or grant any waivers to the codes that are applicable to our executive officers, which we do not anticipate doing, we have committed that we will post the amendments or waivers on our web site under “Corporate Governance.”

We also make available, free of charge on our web site at www.thetorocompany.com (select the “Investor Information” link and then the “Corporate Governance” link) and in print to any stockholder who requests, our corporate governance guidelines and the charters of our Audit Committee, Compensation and Human Resources Committee, Nominating and Governance Committee, and Finance Committee of our Board of Directors. Requests for copies can be directed to Investor Relations, telephone: (952) 887-7141.

We have furnished to the SEC the required certifications under Section 302 of the Sarbanes-Oxley Act of 2002 regarding the quality of our public disclosures as Exhibits 31(a) and 31(b) to this report. We have filed with the New York Stock Exchange (NYSE) the CEO certification regarding our compliance with the NYSE’s corporate governance listing standards as required by NYSE Rule 3030A.12(a) on March 21, 2007.

Forward-Looking Statements

This Annual Report on Form 10-K contains, or incorporates by reference, not only historical information, but also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and that are subject to the safe harbor created by those sections. 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. We try to identify forward-looking statements in this report and elsewhere by using words such as “expect”, “looking ahead”, “outlook”, “optimistic”, “anticipate”, “plan”, “estimate”, “believe”, “should”, “could”, “may”, “intend”, and similar expressions. Our forward-looking statements generally relate to our future performance, including our anticipated operating results and liquidity requirements, our business strategies and goals, and the effect of laws, rules, regulations as well as new accounting pronouncements and outstanding litigation, on our business, operating results, and financial condition.

Forward-looking statements involve risks and uncertainties. These risks and uncertainties include factors that affect all businesses operating in a global market as well as matters specific to Toro. The most significant factors known to us that could materially adversely affect our business, operations, industry, financial position, or future financial performance are described in this report in Part I, Item 1A, “Risk Factors.” We wish to 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 elsewhere in this report, including in Part I, Item 1A, “Risk Factors,” as well as others that we may consider immaterial or do not anticipate at this time. The risks and uncertainties described in this report, including in Part I, Item 1A, “Risk Factors,” are not exclusive and further information concerning our company and our businesses, including factors that potentially could materially affect our operating results or financial condition, may emerge from time to time.

We assume no obligation to update forward-looking statements to reflect actual results 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 quarterly reports on Form 10-Q and current reports on Form 8-K that we file with or furnish to the Securities and Exchange Commission.


 

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ITEM 1A. RISK FACTORS

The following are significant factors known to us that could materially adversely affect our business, operations, industry, financial position, or future financial performance.

Changes in economic conditions and outlook in the United States and around the world could adversely affect our net sales.

The demand for our products is dependent upon economic conditions and outlook, including but not limited to economic growth rates; slow downs or reductions in home ownership, construction, and home sales; consumer spending levels; employment rates; interest rates; inflation; consumer confidence; and general economic and political conditions and expectations in the United States and the foreign economies in which we conduct business. Inflationary pressures, higher fuel prices, higher short-term and mortgage interest rates, and a negative economic outlook could cause consumers to reduce spending, which could have an adverse effect on our net sales and earnings.

Increases in the cost and availability of raw materials and components that we purchase and increases in our other costs of doing business, such as transportation costs, may adversely affect our profit margins and business.

We purchase raw materials, such as steel, aluminum, fuel, petroleum-based resins, linerboard, and other commodities, and components, such as engines, transmissions, transaxles, hydraulics, and electric motors, for use in our products. Increases in the cost of such raw materials and components may adversely affect our profit margins if we are unable to pass along any cost increases in the form of price increases or otherwise reduce our cost of goods sold. In the past, the benefits from our internal cost reduction efforts, as well as proactive vendor negotiations, reviewing alternative sourcing options, and moderate price increases on some of our products, have offset a portion of increased raw material and component costs. However, we cannot commit that we will be able to continue to offset increased costs in the future. Although most of the raw materials and components of our products are commercially available from a number of sources and in adequate supply, any disruption in the availability of such raw materials and components, our inability to obtain substitutes for such items, or any deterioration in our relationships with or the financial viability of our suppliers could adversely affect our business. Increases in our other costs of doing business may also adversely affect our profit margins and business. For example, an increase in fuel costs may also result in an increase in our transportation costs, which also could adversely affect our operating results and business.

Weather conditions may reduce demand for some of our products and adversely affect our net sales.

From time to time, weather conditions in a particular geographic region may adversely affect sales of some of our products and field inventory levels. For example, in the past, drought conditions have had an adverse effect on sales of certain mowing equipment products, unusually rainy weather or severe drought conditions that result in watering bans have had an adverse effect on sales of our irrigation products, and lower snow fall accumulations have had an adverse effect on sales of our snow thrower products. To the extent that such unfavorable weather conditions are exacerbated by global climate change or otherwise, our sales may be affected to a greater degree than we have previously experienced.

Our professional segment net sales are dependent upon the level of growth in the residential and commercial construction markets, growth of homeowners’ outsourcing lawn care, the amount of investment in golf course renovations and improvements, new golf course development, golf course closures, and the amount of government spending.

Our professional segment products are sold by distributors or dealers, or sold directly to government customers, rental companies, and professional users engaged in maintaining and creating landscapes, such as golf courses, sports fields, municipal properties, and residential and commercial landscapes. Our professional segment net sales, therefore, are dependent upon the level of growth in residential and commercial construction markets, growth of homeowners’ outsourcing lawn care, the amount of investment in golf course renovations and improvements, new golf course construction, and the amount of government spending. Reduced tax revenue, increased expenses, and tighter government budgets generally result in reduced government spending for grounds maintenance equipment, which could have an adverse effect on our professional segment net sales. In addition, a slow rate of growth in golf rounds played that impacts revenue for golf courses and golf course closures could adversely affect our sales of golf course equipment and irrigation products.

Our residential segment net sales are dependent upon the amount of product placement at retailers, changing buying patterns of customers, and The Home Depot, Inc. as a major customer.

The elimination or reduction of shelf space assigned to our products by retailers could adversely affect our residential segment net sales. Our residential segment net sales are also dependent upon changing buying patterns of customers. For example, in the last decade, there has been a trend away from purchases at dealer outlets and hardware retailers to price and value sensitive

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purchases at home centers and mass retailers. This trend has resulted in a demand for residential products purchased at retailers, such as The Home Depot, which accounted for greater than 10 percent of our total consolidated net sales in fiscal 2007, 2006, and 2005. We believe that our diverse distribution channels and customer base should reduce the long-term impact on us if we were to lose The Home Depot or any other substantial customer. However, the loss of any substantial customer, significant reduction in sales to The Home Depot or other customers, or our inability to respond to future changes in buying patterns of customers and new distribution channels could have a material impact on our business and operating results. Changing buying patterns of customers also could result in reduced sales of one or more of our residential segment products, resulting in increased inventory levels. Although our residential lawn and garden products are generally manufactured throughout the year, our residential snow removal equipment products are generally manufactured in the summer and fall months. Our production levels and inventory management goals are based on estimates of demand for our products, taking into account production capacity, timing of shipments, and field inventory levels. If we overestimate or underestimate demand during a given season, we may have excess or sub-optimal inventories.

If we are unable to continue to enhance existing products and develop and market new products that respond to customer needs and preferences and achieve market acceptance, we may experience a decrease in demand for our products, and our business could suffer.

One of our growth strategies is to develop innovative, customer-valued products to generate revenue growth. Our sales from new products in the past have represented a significant component of our net sales and are expected to continue to represent a significant component of our future net sales. We may not be able to compete as effectively with our competitors, and ultimately satisfy the needs and preferences of our customers, unless we can continue to enhance existing products and develop new innovative products in the markets in which we compete. Product development requires significant financial, technological, and other resources. Although in the past we have implemented Lean manufacturing and other productivity improvement initiatives to provide investment funding for new products, we cannot be certain that we will be able to continue to do so in the future. Product improvements and new product introductions also require significant planning, design, development, and testing at the technological, product, and manufacturing process levels and we may not be able to timely develop product improvements or new products. Our competitors’ new products may beat our products to market, may be more effective with more features and/or less expensive than our products or render our products obsolete. Any new products that we develop may not receive market acceptance or otherwise generate any meaningful net sales or profits for us relative to our expectations, based on, among other things, existing and anticipated investments in manufacturing capacity and commitments to fund advertising, marketing, promotional programs, and research and development.

We face intense competition in all of our product lines with numerous manufacturers, including from some that have greater financial and other resources than we do. We may not be able to compete effectively against competitors’ actions, which could harm our business and operating results.

Our products are sold in highly competitive markets throughout the world. Principal competitive factors in our markets include pricing, product innovation, quality and reliability, product support and customer service, warranty, brand awareness, reputation, distribution, shelf space, and financing options. We compete in all of our product lines with numerous manufacturers, some which have substantially greater financial, marketing, and other resources than we do. As a result, they may be able to adapt more quickly to new or emerging technologies and changes in customer preferences, or to devote greater resources to the promotion and sale of their products than we can. In addition, competition could increase if new companies enter the market or if existing competitors expand their product lines or intensify efforts within existing product lines. Our current products, products under development, and our ability to develop new and improved products may be insufficient to enable us to compete effectively with our competitors. Internationally, our residential segment products typically face more competition where foreign competitors manufacture and market products in their respective countries. We experience this competition primarily in Europe and Asia. In addition, fluctuations in the value of the U.S. dollar may affect the price of our products in foreign markets, thereby impacting their competitiveness. Pricing has become an increasingly important competitive factor for many of our products. We may not be able to compete effectively against competitors’ actions, which may include the movement of significant manufacturing to China for significant cost and price reductions, and which could harm our business and operating results.

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A significant percentage of our consolidated net sales is generated outside of the United States, and we intend to continue to expand our international operations. Our international operations require significant management attention and financial resources; expose us to difficulties presented by international economic, political, legal, accounting, and business factors; and may not be successful or produce desired levels of net sales.

We manufacture our products in the United States, Mexico, Australia, the United Kingdom, and Italy for sale throughout the world and maintain sales offices in the United States, Belgium, the United Kingdom, France, Australia, Singapore, Japan, China, Italy, and Switzerland. Our net sales outside the United States were 29.0 percent, 27.0 percent, and 24.8 percent of our total consolidated net sales for fiscal 2007, 2006, and 2005, respectively. International markets have in the past and will continue to be a focus for us to grow our revenues. For example, in February 2005, we completed the acquisition of certain assets and assumed certain liabilities of Hayter Limited, a company located in the United Kingdom that designs, manufactures, and markets residential and professional turf maintenance equipment, primarily for the United Kingdom market. We believe many opportunities exist in the international markets, and our goal is for international net sales to comprise a larger percentage of our total consolidated net sales. The expansion of our existing international operations and entry into additional international markets requires significant management attention and financial resources. Many of the countries in which we sell our products or otherwise have an international presence are, to some degree, subject to political, economic, and/or social instability. Our international operations expose us and our representatives, agents, and distributors to risks inherent in operating in foreign jurisdictions. These risks include:

·       increased costs of customizing products for foreign countries;

·       difficulties in managing and staffing international operations and increases in infrastructure costs including legal, tax, accounting, and information technology;

·       the imposition of additional U.S. and foreign governmental controls or regulations; new trade restrictions and restrictions on the activities of foreign agents, representatives, and distributors; and the imposition of increases in costly and lengthy export licensing requirements, customs duties and tariffs, license obligations, and other non-tariff barriers to trade;

·       the imposition of U.S. and/or international sanctions against a country, company, person, or entity with whom we do business that would restrict or prohibit our continued business with the sanctioned country, company, person, or entity;

·       international pricing pressures;

·       laws and business practices favoring local companies;

·       adverse currency exchange rate fluctuations;

·       longer payment cycles and difficulties in enforcing agreements and collecting receivables through certain foreign legal systems;

·       difficulties in enforcing or defending intellectual property rights; and

·       multiple, changing, and often inconsistent enforcement of laws, rules, and regulations, including, in particular, rules relating to environmental, health, and safety matters.

Our operations in other countries may not produce desired levels of net sales or one or more of the factors listed above may harm our business and operating results. Any material decrease in our international sales or profitability could also adversely impact our operating results.

Fluctuations in foreign currency exchange rates could result in declines in our reported net sales and net earnings.

Because the functional currency of our foreign operations is the applicable local currency, we are exposed to foreign currency exchange rate risk arising from transactions in the normal course of business, such as sales and loans to wholly owned subsidiaries as well as sales to third party customers, purchases from suppliers, and bank lines of credit with creditors denominated in foreign currencies. Our reported net sales and net earnings are subject to fluctuations in foreign exchange rates. Because our products are manufactured or sourced primarily from the United States, a stronger U.S. dollar generally has a negative impact on results from operations outside the United States while a weaker dollar generally has a positive effect. Our primary exchange rate exposure is with the Euro, the Australian dollar, the Canadian dollar, the British pound, the Mexican peso, and the Japanese yen against the U.S. dollar. While we actively manage the exposure of our foreign currency market risk in the normal course of business by entering into various foreign exchange contracts, these instruments may not effectively limit our underlying exposure from currency fluctuations or minimize our net earnings and cash volatility associated with foreign currency exchange rate changes.

We manufacture our products at and distribute our products from several locations in the United States and internationally. Any disruption at any of these facilities or our inability to cost-effectively expand existing and/or move production between manufacturing facilities could adversely affect our business and operating results.

We manufacture most of our products at seven locations in the United States, two locations in Mexico, and one location in each of Australia, Italy, and the United Kingdom. We also have several locations that serve as distribution centers, warehouses, test facilities, and corporate offices. In addition, we have agreements to manufacture products at several third-party manufacturers. These

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facilities may be affected by natural or man-made disasters. In the event that one of our manufacturing facilities was affected by a disaster, we could be forced to shift production to one of our other manufacturing facilities. Although we purchase insurance for damage to our property and disruption of our business from casualties, such insurance may not be sufficient to cover all of our potential losses. Any disruption in our manufacturing capacity could have an adverse impact on our ability to produce sufficient quantities of our products or may require us to incur additional expenses in order to produce sufficient quantities, and therefore may adversely affect our net sales and operating results. Any disruption or delay at our manufacturing facilities, including a work slowdown, strike, or similar action at any one of our three facilities operating under a collective bargaining agreement or the failure to renew or enter into a new collective bargaining agreement, could impair our ability to meet the demands of our customers and our customers may cancel orders or purchase products from our competitors, which could adversely affect our business and operating results. Our operating results may also be adversely affected if we are unable to cost-effectively expand existing and move production between manufacturing facilities as needed from time to time.

We intend to grow our business through additional acquisitions and alliances, stronger customer relations, and new partnerships, which are risky and could harm our business.

One of our growth strategies is to drive growth in our businesses and accelerate opportunities to expand our global presence through targeted acquisitions, alliances, stronger customer relations, and new partnerships that complement our existing brands and product portfolio. In February 2005, we completed the acquisition of certain assets and assumed certain liabilities of Hayter Limited in the United Kingdom, and in August 2007 we completed the acquisition of the stock of Rain Master Irrigation Systems, Inc. The benefits of an acquisition or new partnership may take more time than expected to develop or integrate into our operations, and we cannot guarantee that our Hayter acquisition, our Rain Master acquisition, or any future acquisitions, alliances, or joint ventures will in fact produce any benefits. In addition, acquisitions, alliances, joint ventures, and partnerships involve a number of risks, including:

·       diversion of management’s attention;

·       difficulties in integrating and assimilating the operations and products of an acquired business or in realizing projected efficiencies, cost savings, and synergies;

·       potential loss of key employees or customers of the acquired businesses or adverse effects on existing business relationships with suppliers and customers;

·       adverse impact on overall profitability if acquired businesses do not achieve the financial results projected in our valuation models;

·       reallocation of amounts of capital from other operating initiatives and/or an increase in our leverage and debt service requirements to pay the acquisition purchase prices, which could in turn restrict our ability to access additional capital when needed or to pursue other important elements of our business strategy;

·       inaccurate assessment of undisclosed, contingent or other liabilities or problems, unanticipated costs associated with an acquisition, and an inability to recover or manage such liabilities and costs; and

·       incorrect estimates made in the accounting for acquisitions, incurrence of non-recurring charges, and write-off of significant amounts of goodwill or other assets that could adversely affect our operating results.

Our ability to grow through acquisitions will depend, in part, on the availability of suitable acquisition candidates at an acceptable price, our ability to compete effectively for these acquisition candidates, and the availability of capital and personnel to complete such acquisitions and run the acquired business effectively. These risks could be heightened if we complete a large acquisition or several acquisitions within a relatively short period of time. In addition, some acquisitions may require the consent of the lenders under our credit agreements. We cannot predict whether such approvals would be forthcoming or the terms on which the lenders would approve such acquisitions. Any potential acquisition could impair our operating results.

We rely on our management information systems for inventory management, distribution, and other functions. If our information systems fail to adequately perform these functions or if we experience an interruption in their operation, our business and operating results could be adversely affected.

The efficient operation of our business is dependent on our management information systems. We rely on our management information systems to effectively manage accounting and financial functions, manage manufacturing and supply chain processes, and maintain our research and development data. The failure of our management information systems to perform properly could disrupt our business and product development and could result in decreased sales, increased overhead costs, excess inventory, and product shortages, causing our business and operating results to suffer. In addition, our management information systems, including our computer systems, Internet web sites, telecommunications, and data networks, are vulnerable to damage or interruption from natural or man-made disasters, terrorist attacks and attacks by computer viruses or hackers, or power loss. Any such interruption could adversely affect our business and operating results.

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A significant portion of our net sales are financed by third parties. Some Toro dealers and Exmark distributors and dealers finance their inventories with third party financing sources. The termination of our agreements with these third parties, any material change to the terms of our agreements with these third parties or in the availability or terms of credit offered to our customers by these third parties, or any delay in securing replacement credit sources, could adversely affect our sales and operating results.

Some Toro and Lawn-Boy dealers and Exmark distributors and dealers generally finance their inventories with third party financing companies. These third party financing companies purchase select receivables from us and our distributors and dealers for extended periods that assist our distributors and dealers in carrying representative inventories of our products. We also have agreements with third party financing companies to provide financing options to golf course and sports fields and grounds equipment customers and micro-irrigation customers in North America and Europe. The purpose of these agreements is to increase our net sales by giving buyers of our products alternative financing options when purchasing our products. We also have an agreement with a third party financing company to provide financing programs under a private label program offered primarily to Toro, Lawn-Boy, and Exmark dealers that provides our end-user customers a revolving line of credit for Toro and Exmark products, parts, and services. Termination of our agreements with these third parties, any material change to the terms of our agreements with these third parties or in the availability or terms of credit for our customers from these third parties, or any delay in securing replacement credit sources, could adversely affect our operating results.

Our reliance upon patents, trademark laws, and contractual provisions to protect our proprietary rights may not be sufficient to protect our intellectual property from others who may sell similar products. Our products may infringe the proprietary rights of others.

We hold patents relating to various aspects of our products and believe that proprietary technical know-how is important to our business generally, as well as to many of our products. Proprietary rights relating to our products are protected from unauthorized use by third parties only to the extent that they are covered by valid and enforceable patents or are maintained in confidence as trade secrets. We cannot be certain that we will be issued any patents from any pending or future patent applications owned by or licensed to us or that the claims allowed under any issued patents will be sufficiently broad to protect our technology. In the absence of enforceable patent protection, we may be vulnerable to competitors who attempt to copy our products or gain access to our trade secrets and know-how. Our competitors may initiate litigation to challenge the validity of our patents, or allege that we infringe their patents, or they may use their resources to design comparable products that do not infringe our patents. We may incur substantial costs if our competitors initiate litigation to challenge the validity of our patents, or allege that we infringe their patents, or if we initiate any proceedings to protect our proprietary rights, and if the outcome of any such litigation is unfavorable to us, our business, consolidated operating results, and consolidated financial condition could be adversely affected. We also cannot be certain that our products or technologies have not infringed or will not infringe the proprietary rights of others. Any such infringement could cause third parties, including our competitors, to bring claims against us, resulting in significant costs, possible damages and substantial uncertainty. We could also be forced to develop an alternative, which could be costly and time-consuming, or acquire a license, which we might not be able to do on terms favorable to us, or at all. For example, we are currently a defendant in an action in which Textron Innovations, Inc. is alleging that we willfully infringe certain claims of three patents by selling our Groundsmaster® commercial mowers. Textron Innovations, Inc. seeks damages for past sales and an injunction against future infringement. This litigation is currently stayed, as reexamination proceedings are pending in the USPTO. For additional information regarding this lawsuit, see Part I, Item 3 “Legal Proceedings” of this report. We continue to evaluate this lawsuit and are unable to reasonably estimate the likelihood of loss or the amount or range of potential loss that could result from the litigation.

In addition, we rely on trade secrets and proprietary know-how that we seek to protect, in part, by confidentiality agreements with our employees and consultants. These agreements may be breached, and we may not have adequate remedies for any such breach. Even if these confidentiality agreements are not breached, our trade secrets may otherwise become known or be independently developed by competitors.

Our business, properties, and products are subject to governmental regulation with which compliance may require us to incur expenses or modify our products or operations and may expose us to penalties for non-compliance. Governmental regulation may also adversely affect the demand for some of our products and our operating results.

Our business, properties, and products are subject to a wide variety of international, federal, state and local laws, rules and regulations relating to climate change, emissions to air, discharges to water, worker and product user health and safety, and the generation, use, handling, management, storage, transportation, treatment, and disposal of hazardous substances, wastes, and other regulated materials. These laws, rules, and regulations may affect the way we conduct our operations, and the failure to comply

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with these regulations could lead to fines and other penalties. Because we own and lease real property, various environmental laws also may impose liability on us for the costs of cleaning up and responding to hazardous substances that may have been released on our property, including releases unknown to us. These environmental laws and regulations also could require us to pay for environmental remediation and response costs at third-party locations where we disposed of or recycled hazardous substances. We are currently involved in the evaluation and clean-up of a limited number of properties we either currently or previously owned. Although we do not expect that these current matters will have a material adverse effect on our consolidated financial position or operating results, our future costs of complying with the various environmental requirements, as they now exist or may be altered in the future, could adversely affect our financial condition and operating results. We are also subject to other international, federal and state laws, rules and regulations, the future non-compliance with which may harm our business or may adversely affect the demand for some of our products. For example, our residential products are subject to various United States statutes designed to protect consumers and are subject to the administrative jurisdiction of the Consumer Product Safety Commission. The EPA and CARB adopted emissions regulations setting maximum emission standards for certain off-road equipment. The EU also adopted environmental directives that mandate the labeling, collection, and disposal of electrical and electronic equipment and bans the sale of electrical and electronic equipment containing certain, or certain levels of, hazardous substances. In addition, governmental restrictions placed on water usage as well as water availability may adversely affect demand for our irrigation products. Changes in laws and regulations, including changes in accounting standards, taxation changes, including tax rate changes, new tax laws, and revised tax law interpretations, also may adversely affect our operating results.

We are subject to product liability claims, product quality issues, and other litigation from time to time that could adversely affect our operating results or financial condition.

The manufacture, sale, and usage of our products expose us to significant risk of product liability claims. If a product liability claim or series of claims is brought against us for uninsured liabilities or in excess of our insurance coverage and it is ultimately determined that we are liable, our business could suffer. While we instruct our customers on the proper usage of our products, we cannot ensure that they will implement our instructions accurately or completely. If our products are defective or used incorrectly by our customers, injury may result and this could give rise to product liability claims against us. Any losses that we may suffer from any liability claims, and the effect that any product liability litigation may have upon the reputation and marketability of our products, may divert management’s attention from other matters and may have a negative impact on our business and operating results. Some of our products or product improvements were developed relatively recently and defects or risks that we have not yet identified may give rise to product liability claims. Additionally, we could experience a material design or manufacturing failure in our products, a quality system failure, other safety issues or heightened regulatory scrutiny that could warrant a recall of some of our products. A recall of some of our products could also result in increased product liability claims. Unforeseen product quality problems in the development and production of new and existing products could also result in loss of market share, reduced sales, and higher warranty expense.

We are also subject to other litigation from time to time that could adversely affect our operating results or financial condition. For example, we are currently one of nine defendants in a purported class action in which the plaintiffs are alleging that the horsepower labels on the products the plaintiffs purchased were inaccurate. The amended complaint asserts violations of the federal Racketeer Influenced and Corrupt Organizations (RICO) Act and statutory and common law claims arising from the laws of 48 states. The amended complaint seeks an injunction, unspecified compensatory and punitive damages, treble damages under the RICO Act, and attorneys’ fees. For additional information regarding this lawsuit, see Part III, Item I, “Legal Proceedings” of this report. Even if the plaintiffs’ claims are found to be without merit, we have incurred and may continue to incur substantial costs in defending the lawsuit. The lawsuit could divert the time and attention of our management and could result in adverse publicity, either of which could significantly harm our operating results and financial condition. Although we are currently unable to assess whether the litigation would have a material adverse effect on our consolidated operating results or financial condition, any adverse determination in the litigation might result in material liability, which could adversely impact our operating results and financial condition.

If we are unable to retain our key employees and attract and retain other qualified personnel, we may not be able to meet strategic objectives and our business could suffer.

Our ability to meet our strategic objectives and otherwise grow will depend to a significant extent on the continued contributions of our senior management team. Our future success will also depend in large part on our ability to identify, attract, and retain other highly qualified managerial, technical, sales and marketing, and customer service personnel. Competition for these individuals is intense, and we may not succeed in identifying, attracting, or retaining qualified personnel. The loss or interruption of services of any of our key personnel, the inability to identify, attract, or retain qualified

16




personnel in the future, delays in hiring qualified personnel, or any employee work slowdowns, strikes, or similar actions could make it difficult for us to conduct and manage our business and meet key objectives, which could harm our business, financial condition, and operating results.

The terms of our credit arrangements and the indentures governing our senior notes and debentures could limit our ability to conduct our business, take advantage of business opportunities and respond to changing business, market, and economic conditions.

Our credit arrangements and the indentures governing our 6.625% senior notes and 7.800% debentures include a number of financial and operating restrictions. For example, our credit arrangements contain financial covenants that, among other things, require us to maintain a minimum interest coverage ratio and a maximum debt to total capitalization ratio. Our credit arrangements and/or indentures also contain provisions that restrict our ability, subject to specified exceptions, to, among other things:

·       make loans or investments, including acquisitions;

·       create liens or other encumbrances on our assets;

·       sell assets;

·       engage in mergers or consolidations; and

·       pay dividends that are significantly higher than those currently being paid, make other distributions to our stockholders or redeem shares of our common stock.

These provisions may limit our ability to conduct our business, take advantage of business opportunities and respond to changing business, market and economic conditions. In addition, they may place us at a competitive disadvantage relative to other companies that may be subject to fewer, if any, restrictions or may otherwise adversely affect our business. Transactions that we may view as important opportunities, such as significant acquisitions, may be subject to the consent of the lenders under our credit arrangements, which consent may be withheld or granted subject to conditions specified at the time that may affect the attractiveness or viability of the transaction.

If we are unable to comply with the terms of our credit arrangements and indentures, especially the financial covenants, our credit arrangements could be terminated and our senior notes and debentures could become due and payable.

We cannot assure you that we will be able to comply with all of the terms of our credit arrangements and indentures, especially the financial covenants. Our ability to comply with such terms depends on the success of our business and our operating results. Various risks, uncertainties and events beyond our control could affect our ability to comply with the terms of our credit arrangements and/or indentures. If we were out of compliance with any covenant required by our credit arrangements following any applicable cure periods, the banks could terminate their commitments unless we could negotiate a covenant waiver from the banks. In addition, our 6.625% senior notes and 7.800% debentures could become due and payable if we were unable to obtain a covenant waiver or refinance our medium-term debt under our credit arrangements. If our credit rating falls below investment grade, the interest rate we currently pay on outstanding debt under our credit arrangements could increase, which could adversely affect our operating results.

Our business is subject to a number of other miscellaneous risks that may adversely affect our operating results, financial condition, or business.

Other miscellaneous risks that could affect our business include:

·       natural or man-made disasters, which may result in shortages of raw materials, higher fuel costs, and increase in insurance premiums;

·       financial viability of distributors and dealers, changes in distributor ownership, our success in partnering with new dealers, and our customers’ ability to pay amounts owed to us; and

·       continued threat of terrorist acts and war, which may result in heightened security and higher costs for import and export shipments of components or finished goods, reduced leisure travel, and contraction of the U.S. and worldwide economies.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

17




item 2.            PropertieS

As of October 31, 2007, we utilized manufacturing, distribution, warehouse, and office facilities totaling approximately 5.8 million square feet of space. We also utilize approximately 20 acres of land in California as a testing facility, 16 acres of land in Nebraska as a parking lot and testing facility, and 36 acres of land in Minnesota as a testing and storage facility. Plant utilization varies during the year depending on the production cycle. We consider each of our current facilities in use to be in good operating condition and adequate for its present use. Management believes we have sufficient manufacturing capacity for fiscal 2008. The following schedule outlines our significant facilities by location, ownership, and function as of October 31, 2007:

Location

 

Ownership

 

Products Manufactured / Use

Bloomington, MN

 

Owned/Leased

 

Corporate headquarters, warehouse, and test facility

El Paso, TX

 

Owned/Leased

 

Components for professional and residential products, distribution center

Plymouth, WI

 

Owned

 

Professional and residential parts distribution center

Juarez, Mexico

 

Leased

 

Professional and residential products

Tomah, WI

 

Owned/Leased

 

Professional products and warehouse

Windom, MN

 

Owned/Leased

 

Residential and professional products and warehouse

Baraboo, WI

 

Leased

 

Professional and residential distribution center

Beatrice, NE

 

Owned/Leased

 

Professional products, office, and test facility

Riverside, CA

 

Owned/Leased

 

Office and test facility

Lakeville, MN

 

Leased

 

Residential distribution center

Lincoln, NE

 

Leased

 

Professional distribution center

Hertfordshire, United Kingdom

 

Owned

 

Professional and residential products and distribution center, office

Shakopee, MN

 

Owned

 

Components for professional and residential products

Braeside, Australia

 

Leased

 

Distribution facility

Beverley, Australia

 

Owned

 

Professional products, office and distribution center

El Cajon, CA

 

Owned/Leased

 

Professional and residential products and distribution center, office

Brooklyn Center, MN

 

Leased

 

Distribution facility and office

Capena, Italy

 

Leased

 

Distribution facility

Oevel, Belgium

 

Owned

 

Distribution facility and office

Hazelwood, MO

 

Leased

 

Distribution facility and office

Sanford, FL

 

Leased

 

Professional products and distribution center

Franklin Park, IL

 

Leased

 

Distribution facility

 


Item 3.            Legal ProceedingS

We are a party to litigation in the ordinary course of business. Litigation occasionally involves claims for punitive as well as compensatory damages arising out of the use of our products. Although we are self-insured to some extent, we maintain insurance against certain product liability losses. We are also subject to administrative proceedings with respect to claims involving the discharge of hazardous substances into the environment. Some of these claims assert damages and liability for remedial investigations and clean up costs. We are also typically involved in commercial disputes, employment disputes, and patent litigation cases in the ordinary course of business. To prevent possible infringement of our patents by others, we periodically review competitors’ products. To avoid potential liability with respect to others’ patents, we regularly review certain patents issued by the United States Patent and Trademark Office (USPTO) and foreign patent offices. We believe these activities help us minimize our risk of being a defendant in patent infringement litigation. We are currently involved in patent litigation cases, both where we are asserting patents and where we are defending against charges of infringement. While the ultimate results of the current cases are unknown at this time, we believe that the outcome of these cases is unlikely to have a material adverse effect on our consolidated financial condition or results of operations.

On June 3, 2004, eight individuals who claim to have purchased lawnmowers in Illinois and Minnesota filed a lawsuit in Illinois state court against the company and eight other defendants alleging that the horsepower labels on the products the plaintiffs purchased were inaccurate. On May 17, 2006, the plaintiffs filed an amended complaint to add 84 additional plaintiffs and an engine manufacturer as an additional defendant. The amended complaint asserts violations of the federal RICO Act and statutory and common law claims arising from the laws of 48 states. The plaintiffs seek certification of a class of all persons in the United States who, beginning January 1, 1994 through the present, purchased a lawnmower containing a two-stroke or four-stroke gas combustible engine up to 30 horsepower that was manufactured or sold by the defendants. The amended complaint seeks an injunction, unspecified compensatory and punitive damages, treble damages under the RICO Act, and attorneys’ fees. In late May 2006, the case was removed to Federal court in the Southern District of Illinois. On

18




August 1, 2006, all of the defendants, except MTD Products Inc., filed motions to dismiss the claims in the amended complaint. On August 4, 2006, the plaintiffs filed a motion for preliminary approval of a settlement agreement with MTD Products Inc. and certification of a settlement class. All remaining non-settling defendants have filed counterclaims against MTD Products Inc. for potential contribution amounts, and MTD Products Inc. has filed cross claims against the non-settling defendants. On December 21, 2006, another defendant, American Honda Motor Company, notified us that it had reached an agreement of settlement with the plaintiffs. On March 30, 2007, the court entered an order dismissing plaintiffs’ complaint, subject to the ability to re-plead certain claims pursuant to a detailed written order to follow. As of the date hereof, the court has not yet entered the detailed written order. We continue to evaluate this lawsuit and are unable to reasonably estimate the likelihood of loss or the amount or range of potential loss that could result from this litigation. Therefore, no accrual has been established for potential loss in connection with this lawsuit. We are also unable to assess at this time whether the lawsuit will have a material adverse effect on our annual consolidated operating results or financial condition, although an unfavorable resolution could be material to our consolidated operating results for a particular period.

In July 2005, Textron Innovations Inc., the patent holding company of Textron, Inc., filed a lawsuit in Delaware Federal District Court against the company for patent infringement. Textron alleges that we willfully infringe certain claims of three Textron patents by selling our Groundsmaster® commercial mowers. Textron seeks damages for our past sales and an injunction against future infringement. In August and November 2005, we answered the complaint, asserting defenses and counterclaims of non-infringement, invalidity, and equitable estoppel. Following the Court’s order in October 2006 construing the claims of Textron’s patents, discovery in the case was closed in February 2007. In March 2007, following unsuccessful attempts to mediate the case, we filed with the USPTO to have Textron’s patents reexamined. The reexamination proceedings are pending in the USPTO. In April 2007, the Court granted our motion to stay the litigation and, in June 2007, denied Textron’s motion for reconsideration of the Court’s order staying the proceedings. We continue to evaluate this lawsuit and are unable to reasonably estimate the likelihood of loss or the amount or range of potential loss that could result from the litigation. Therefore, no accrual has been established for potential loss in connection with this lawsuit. While we do not believe that the lawsuit will have a material adverse effect on our consolidated financial condition, an unfavorable resolution could be material to our consolidated operating results for a particular period.

ITEM 4.            SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of our security holders during the fourth quarter of fiscal 2007.


19




EXECUTIVE OFFICERS OF THE REGISTRANT

The list below identifies those persons designated as executive officers of the company, including their age and position with the company as of December 14, 2007 and positions held by them during the last five or more years. Officers are elected by the Board of Directors or appointed by the Chief Executive Officer annually. All executive officers listed below are subject to Section 16 under the Securities Exchange Act of 1934, as amended.

Name, Age, and Position with the Company

 

Business Experience During the Last Five or More Years

Michael J. Hoffman
52, Chairman of the Board, President and
Chief Executive Officer

 

Chairman of the Board since March 2006, Chief Executive Officer since March 2005 and President since October 2004. He also served as Chief Operating Officer from October 2004 to March 2005. From November 2002 to October 2004, he served as Group Vice President, Consumer, Exmark, Landscape Contractor, and International Businesses.

William E. Brown, Jr.
46, Vice President, Consumer and Landscape
Contractor Business – Toro

 

Vice President, Consumer and Landscape Contractor Business – Toro since November 2006. From February 2003 to October 2006, he served as Vice President and General Manager, Commercial Business.

Philip A. Burkart
45, Vice President, Irrigation Businesses

 

Vice President, Irrigation Businesses since November 2006. From February 2003 to October 2006, he served as Vice President and General Manager, Irrigation Business.

Timothy P. Dordell
45, Vice President, Secretary and
General Counsel

 

Vice President, Secretary and General Counsel since May 2007. From November 2006 to May 2007, he served as Vice President, Deputy General Counsel. From May 2002 to November 2006, he served as Associate General Counsel-Corporate and Assistant Secretary at Ecolab Inc., a developer and marketer of products and services for the hospitality, foodservice, healthcare, and industrial markets.

Michael D. Drazan
50, Chief Information Officer and
Vice President, Corporate Services

 

Chief Information Officer and Vice President, Corporate Services since November 2007. From November 2006 to October 2007, he served as Vice President, Chief Information Officer. From March 2000 to November 2006, he served as Vice President, Corporate Information Services.

Blake M. Grams
40, Managing Director, Corporate Controller

 

Managing Director, Corporate Controller since February 2006. From November 2003 to January 2006, he served as Director, Corporate Finance. From February 2003 to October 2003, he served as Senior Manager, Corporate Finance and Planning.

Michael J. Happe
36, General Manager,
Commercial Business

 

General Manager, Commercial Business since November 2007. From November 2006 to October 2007, he served as Managing Director, Commercial Business. From November 2004 to October 2006, he served as Director of Marketing, International Business. From April 2002 to November 2004, he served as National Account Manager – The Home Depot for the Consumer Business.

Dennis P. Himan
63, Vice President, Group

 

Group Vice President, Commercial, Corporate Accounts, Exmark, MTI, International, and Irrigation Businesses since November 2006. From February 2003 to October 2006, he served as Vice President and General Manager, International Business.

Sandra J. Meurlot
59, Vice President, Operations

 

Vice President, Operations since November 2002.

Karen M. Meyer
57, Vice President, Administration

 

Vice President, Administration since August 1998. On January 31, 2008, she will retire as an employee of The Toro Company.

Peter M. Ramstad
50, Vice President, Human Resources and
Business Development

 

Vice President, Human Resources and Business Development since November 2007. From November 2006 to October 2007, he served as Vice President, Business and Strategic Development. From December 2003 to November 2006, he served as Executive Vice President, Strategy and Finance at Personnel Decisions International, a consulting company that helps clients build organizational and talent strategies and assess and develop leaders. From April 2001 to December 2003, he served as Executive Vice President, Chief Financial Officer at Personnel Decisions International.

Darren L. Redetzke
43, General Manager,
International Business

 

General Manager, International Business since November 2007. From November 2006 to October 2007, he served as Managing Director, International Business. From November 2004 to October 2006, he served as Director of Marketing – Golf for the Commercial Business. From December 2001 to October 2004, he served as Director of Marketing – Irrigation and Commercial for the International Business.

Richard W. Rodier
47, General Manager, Landscape Contractor
Business – Toro

 

General Manager, Landscape Contractor Business – Toro since November 2004. From February 2003 to October 2004, he served as Managing Director, Landscape Contractor Business – Toro.

Mark B. Stinson
42, General Manager, Exmark

 

General Manager, Exmark since November 2004. From February 2003 to October 2004, he served as Managing Director, Exmark.

Stephen P. Wolfe
59, Vice President, Finance and
Chief Financial Officer

 

Vice President, Finance and Chief Financial Officer since February 2006. From June 1997 to January 2006, he served as Vice President Finance, Treasurer and Chief Financial Officer.

 

There are no family relationships between any director, executive officer, or person nominated to become a director or executive officer of the company. There are no arrangements or understandings between any executive officer and any other person pursuant to which he or she was selected as an officer of the company.

20




PART II


Item 5.            Market for Registrant’s Common Equity, Related Stockholder Matters, and issuer purchases of equity securitieS

Toro common stock is listed for trading on the New York Stock Exchange and trades under the symbol “TTC.” The high, low, and last sales prices for Toro common stock and cash dividends paid for each of the quarterly periods for fiscal 2007 and 2006 were as follows:

Fiscal year ended
October 31, 2007

 

First

 

Second

 

Third

 

Fourth

 

Market price per share of common stock –

 

 

 

 

 

 

 

 

 

 

High sales price

 

$

52.00

 

 

$

57.11

 

$

63.69

 

$

61.56

 

Low sales price

 

42.06

 

 

49.20

 

51.17

 

50.73

 

Last sales price

 

51.68

 

 

51.46

 

56.47

 

55.66

 

Cash dividends per share of common stock1

 

0.12

 

 

0.12

 

0.12

 

0.12

 

 

Fiscal year ended
October 31, 2006

 

First

 

Second

 

Third

 

Fourth

 

Market price per share of common stock –

 

 

 

 

 

 

 

 

 

 

High sales price

 

$

46.78

 

 

$

52.52

 

$

50.71

 

$

45.00

 

Low sales price

 

36.30

 

 

43.00

 

40.50

 

37.77

 

Last sales price

 

43.19

 

 

50.06

 

42.30

 

43.16

 

Cash dividends per share of common stock1

 

0.09

 

 

0.09

 

0.09

 

0.09

 

 

1    Future cash dividends will depend upon the company’s financial condition, capital requirements, results of operations, and other factors deemed relevant by the Board of Directors.

Common Stock – 100,000,000 shares authorized, $1.00 par value, 37,950,831 and 40,355,714 shares outstanding as of October 31, 2007 and 2006, respectively.

Preferred Stock – 1,000,000 voting shares authorized and 850,000 non-voting shares authorized, $1.00 par value, no shares outstanding.

Stockholders – As of December 13, 2007, Toro had approximately 4,359 stockholders of record.

The following table sets forth information with respect to shares of Toro common stock purchased by the company during each of the three fiscal months in the period ended October 31, 2007.

Period

 

Total
Number of
Shares
Purchased
1,2

 

Average
Price
Paid Per
Share

 

Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs

 

Maximum
Number of
Shares that
May Yet be
Purchased
Under the
Plans or
Programs
1,2

 

August 4, 2007 through August 31, 2007

 

 

80,000

 

 

$

55.50

 

 

80,000

 

 

2,966,563

 

September 1, 2007 through September 28, 2007

 

 

951,588

 

 

59.67

 

 

951,588

 

 

2,014,975

 

September 29, 2007 through October 31, 2007

 

 

882,490

3

 

58.18

 

 

880,800

 

 

1,134,175

 

Total

 

 

1,914,078

 

 

$

58.81

 

 

1,912,388

 

 

 

 

 

1    On July 18, 2006, the company’s Board of Directors authorized the repurchase of 3,000,000 shares of the company’s common stock in open-market or in privately negotiated transactions. This program has no expiration date but may be terminated by the company’s Board of Directors at any time. The company purchased an aggregate of 46,563 shares during the periods indicated above under this program. There are no shares remaining for repurchase under this program.

2    On May 22, 2007, the company’s Board of Directors authorized the repurchase of an additional 3,000,000 shares of the company’s common stock in open-market or in privately negotiated transactions. This program has no expiration date but may be terminated by the company’s Board of Directors at any time. The company purchased an aggregate of 1,865,825 shares during the periods indicated above under this program.

3    Includes 1,690 units (shares) of Toro common stock purchased in open-market transactions at an average price of $56.85 per share on behalf of a rabbi trust formed to pay benefit obligations of the company to participants in deferred compensation plans. These 1,690 shares were not repurchased under the company’s repurchase programs, as described in footnotes 1 and 2 above.


21




The Toro Company Common Stock Comparative Performance Graph

The information contained in The Toro Company Stock Comparative Performance Graph section shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, except to the extent that we specifically request that it be treated as soliciting material or incorporate it by reference into a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.

The following graph and table depict the cumulative total stockholder return (assuming reinvestment of dividends) on $100 invested in each of Toro Common Stock, the S&P 500 Index, and an industry peer index for the five year period from October 31, 2002 through October 31, 2007.

GRAPHIC

 

 

10/02

 

10/03

 

10/04

 

10/05

 

10/06

 

10/07

 

The Toro Company

 

100.00

 

156.63

 

215.96

 

232.43

 

276.97

 

359.65

 

S&P 500

 

100.00

 

120.80

 

132.18

 

143.71

 

167.19

 

191.54

 

Peer Group

 

100.00

 

139.07

 

164.08

 

180.17

 

223.69

 

299.32

 

 

The industry peer index is based on companies included in the Fortune 500 Industrial and Farm Equipment Index for 2002, the most recent year available, including: AGCO Corporation, The Alpine Group, American Standard Companies, Inc., The Black & Decker Corporation, Briggs & Stratton Corporation, Caterpillar Inc., Crane Co., Cummins Engine Company, Inc., Deere & Company, Dover Corporation, Flowserve Corporation, General Cable Corporation, Harsco Corporation, Illinois Tool Works Inc., International Game Technology, ITT Industries, Inc., Kennametal Inc., Lennox International Inc., Milacron Inc., NACCO Industries, Inc., Pall Corporation, Parker-Hannifin Corporation, Pentair, Inc., Snap-On Incorporated, The Shaw Group Inc., Tecumseh Products Company, Teleflex, Terex Corporation, Timken Company, and Walter Industries Inc. Companies removed from the Index were Unova, Inc., York International Corporation, and Stewart & Stevenson Services, Inc.

Publication of the Fortune 500 Industrial and Farm Equipment Index was discontinued after 2002. Management believes, however, that the companies in the index continue to provide a good representation of our peer issuers on an industry basis and have continued to use the group to provide continuity.

22




ITEM 6.            SELECTED FINANCIAL DATA

(Dollars in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

Fiscal years ended October 31

 

2007

 

2006

 

20051

 

2004

 

2003

 

OPERATING RESULTS:

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

1,876,904

 

$

1,835,991

 

$

1,779,387

 

$

1,652,508

 

$

1,496,588

 

Net sales growth from prior year

 

2.2

%

3.2

%

7.7

%

10.4

%

7.0

%

Gross profit as a percentage of net sales

 

36.1

%

35.0

%

34.6

%

35.9

%

35.8

%

Selling, general, and administrative expense as a percentage of net sales

 

24.2

%

24.0

%

24.3

%

25.9

%

27.3

%

Earnings from operations

 

$

223,649

 

$

202,876

 

$

182,726

 

$

165,225

 

$

126,994

 

Interest expense

 

19,445

 

17,672

 

17,733

 

15,523

 

16,285

 

Net earnings

 

142,436

 

129,145

 

114,082

 

102,666

 

81,620

 

As a percentage of net sales

 

7.6

%

7.0

%

6.4

%

6.2

%

5.5

%

Basic net earnings per share2

 

$

3.50

 

$

3.01

 

$

2.55

 

$

2.11

 

$

1.63

 

Diluted net earnings per share2

 

3.40

 

2.91

 

2.45

 

2.02

 

1.56

 

Return on average stockholders’ equity

 

37.4

%

33.0

%

28.1

%

23.5

%

19.8

%

SUMMARY OF FINANCIAL POSITION:

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

950,837

 

$

919,073

 

$

914,860

 

$

929,846

 

$

926,493

 

Average net working capital as a percentage of net sales3

 

29.4

%

29.5

%

30.4

%

30.6

%

34.3

%

Long-term debt, including current portion

 

$

229,209

 

$

175,000

 

$

175,046

 

$

175,091

 

$

178,921

 

Stockholders’ equity

 

370,438

 

392,029

 

390,034

 

420,819

 

451,523

 

Debt-to-capitalization ratio

 

38.3

%

30.9

%

31.0

%

29.5

%

28.6

%

CASH FLOW DATA:

 

 

 

 

 

 

 

 

 

 

 

Cash provided by operating activities

 

$

183,574

 

$

190,271

 

$

174,083

 

$

185,149

 

$

115,984

 

Repurchases of Toro common stock

 

182,843

 

146,543

 

156,972

 

169,821

 

18,726

 

Cash dividends per share of Toro common stock2

 

0.48

 

0.36

 

0.24

 

0.12

 

0.12

 

OTHER STATISTICAL DATA:

 

 

 

 

 

 

 

 

 

 

 

Market price range –

 

 

 

 

 

 

 

 

 

 

 

High sales price2

 

$

63.69

 

$

52.52

 

$

49.02

 

$

35.825

 

$

25.205

 

Low sales price2

 

42.06

 

36.30

 

33.90

 

22.225

 

15.075

 

Average number of employees

 

5,320

 

5,343

 

5,185

 

5,164

 

5,367

 

1    The company’s consolidated financial statements include results of Hayter Limited from February 8, 2005, date of acquisition.

2    Per share data has been adjusted for all fiscal years presented to reflect two separate two-for-one stock splits effective on March 28, 2005 and April 1, 2003.

3    Average net working capital is defined as monthly average accounts receivable plus inventory less trade payables.


ITEM 7.            MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis (MD&A) provides material historical and prospective disclosures intended to enable investors and other users to assess our financial condition and results of operations. Statements that are not historical are forward-looking and involve risks and uncertainties, including those discussed in Part I, Item 1A, “Risk Factors” and elsewhere in this report. These risks could cause our actual results to differ materially from any future performance suggested below.

This MD&A is organized in the following major sections:

·       Overview, Summary of Fiscal 2007 Results, GrowLean Initiative, and Outlook for Fiscal 2008

·       Results of Operations

·       Performance by Business Segment

·       Financial Condition

·       Off-Balance Sheet Arrangements and Contractual Obligations

·       Critical Accounting Policies and Estimates

OVERVIEW

We design, manufacture, and market professional turf maintenance equipment and services, turf and micro irrigation systems, landscaping equipment, and residential yard products worldwide. We sell our products through a network of distributors, dealers, hardware retailers, home centers, mass retailers, and over the Internet, mainly through Internet retailers. Our businesses are organized into two operating segments: professional and residential. A third segment called “other” consists of domestic distribution companies and corporate activities, including corporate financing activities. Our emphasis is to provide well-built, dependable, and innovative products supported by an extensive service network. A significant portion of our revenues has historically been, and we expect it to continue to be, attributable to new and enhanced products.

23




Summary of Fiscal 2007 Results

Fiscal 2007 was another good year with record net sales and double digit diluted net earnings per share growth. Our fiscal 2007 results included the following items of significance:

·       Our after-tax return on sales for fiscal 2007 rose to 7.6 percent compared to 7.0 percent in fiscal 2006.

·       Net sales growth for fiscal 2007 was 2.2 percent over fiscal 2006, despite difficult economic and weather conditions.

·       International net sales continued to grow faster than our total consolidated net sales with an increase of 9.6 percent compared to fiscal 2006. Almost half of this increase was the result of the weaker U.S. dollar compared to other currencies in which we transact business. This increase was also attributable to our continued investments in new products, including products designed specifically for international markets and customers, and investments in infrastructure around the world that connects us closer to international customers and increases our global presence. International net sales comprised 29.0 percent of our total consolidated net sales in fiscal 2007 compared to 27.0 percent in fiscal 2006 and 24.8 percent in fiscal 2005.

·       Professional segment net sales, which represents over two-thirds of our total consolidated net sales, increased 3.7 percent in fiscal 2007 compared to fiscal 2006 due primarily to the successful introduction of new products, continued strong growth in the international golf market, and increased worldwide demand and growth in the sports fields and grounds market.

·       Our residential segment net sales were slightly down by 0.6 percent in fiscal 2007 compared to fiscal 2006. Sales of our recently introduced redesigned innovative TimeCutter Z Series zero-turning radius riding mowers and enhanced walk power mower products were not enough to offset the decline in snow thrower sales as a result of the lack of snow fall in key markets during the 2006-2007 winter season.

·       Fiscal 2007 net earnings increased 10.3 percent compared to fiscal 2006, and diluted net earnings per share increased 16.8 percent over fiscal 2006. This was our 9th consecutive fiscal year of double digit diluted net earnings per share growth before accounting changes.

·       Despite continued commodity cost increases, fiscal 2007 gross margin rose to 36.1 percent compared to 35.0 percent in fiscal 2006 due in part to improved margins on new products, moderate price increases introduced on some products, continued use of Lean methods to reduce costs, and a weaker U.S. dollar compared to other currencies in which we transact business.

·       Selling, general, and administrative expense as a percentage of net sales slightly increased to 24.2 percent in fiscal 2007 compared to 24.0 percent in fiscal 2006.

·       We continued to generate strong cash flows from operations. Net cash provided by operating activities was $183.6 million in fiscal 2007 compared to $190.3 million in fiscal 2006, a decrease of 3.5 percent.

·       We increased our fiscal 2007 quarterly cash dividend for the third consecutive year.

·       We continued with our stock repurchase program in fiscal 2007, which reduced our number of shares outstanding. This reduction resulted in an increase in diluted net earnings per share of approximately $0.19 in fiscal 2007 compared to fiscal 2006.

·       We completed the acquisition of Rain Master Irrigation Systems, Inc. (Rain Master), which broadened our product offering for our Irritrol brand of irrigation products.

·       We issued $125.0 million 30-year senior notes, which were used to pay off higher interest rate debt and for general corporate purposes.

·       Our financial condition remained strong in fiscal 2007 with continued emphasis on asset management. Average inventory levels and average receivable balances increased by 4.3 percent and 0.3 percent, respectively, compared to fiscal 2006. This allowed us to continue to reinvest in product development, brand building, and new technologies; repurchase shares of our stock; fund acquisitions; and increase our cash dividend in fiscal 2007.

GrowLean Initiative

In fiscal 2007, we launched our next-generation “GrowLean” initiative for fiscal years 2007 through 2009. This initiative focuses our efforts more intensely on revenue growth and asset management while maximizing our use of Lean methods to reduce costs and improve quality and efficiency in our manufacturing facilities and corporate offices. We believe we have opportunities to create a leaner, cohesive enterprise that has the potential to deliver sustainable financial performance.

Building a Growth Enterprise. We have identified several strategic focus areas to drive revenue growth in our businesses and accelerate opportunities to expand our global presence through stronger customer relations, acquisitions, alliances, and new partnerships. In order to meet our “GrowLean” initiative goal to grow net sales at an average annual rate of 8 percent or more over the three-year period ending October 31, 2009, we plan to invest in new product development, marketing, distribution, and other strategies to help build market share and strengthen our brands worldwide. At the same time, we plan to pursue targeted acquisitions using a disciplined approach that will add value to our existing brands and product portfolio. We also expect to increase our investment in developing innovative, customer-valued products to generate revenue growth. In the first year of our “GrowLean” initiative, our net sales growth rate was 2.2 percent .

Building a Lean Enterprise. Our continuous improvement journey, which was part of our two previous three-year initiatives, created awareness on our part of the root causes of waste and

24




inefficiency throughout our entire organization. We believe we now have a strong foundation on which to elevate our internal use of Lean tools while expanding them externally to our suppliers and distribution partners. The profitability goal within our “GrowLean” initiative is to achieve a consistent after-tax return on sales of 7 percent or more over the three-year period ending October 31, 2009. To accomplish this, we plan to continue to employ Lean methods, such as Value Stream Mapping, to identify and eliminate constraints and barriers within and across our businesses and functions. In addition, we plan to fine-tune enterprise-wide systems, such as Design for Manufacturing and Assembly, to deliver products more competitively and efficiently. In the first year of our “GrowLean” initiative, our after-tax return on sales was 7.6 percent.

Improving Asset Management. In our quest to become an integrated Lean enterprise, we are placing additional emphasis on asset management. This is an endeavor that we believe will fundamentally change the way we do business, and we are in the early stages of this journey. Our long-term goal within our “GrowLean” initiative is to reduce average net working capital as a percent of net sales below 20 percent, or in the “teens.” We define net working capital as accounts receivable plus inventory less trade payables. In fiscal 2007, our average net working capital as a percentage of net sales was 29.4 percent.

We have begun to reduce inventory everywhere in the system – within our plants and warehouses as well as at our distributors. Throughout the supply chain, we expect to reduce our costs as more of our products use the same components and we locate and negotiate better supplier agreements to only purchase what we need. In fiscal 2007, we continued to roll-out a pull-based production system that we plan to implement in all of our plants. The pull model is based on customer demand that trigger replenishment cycles throughout the supply chain. As manufacturing is then better synchronized with customer demand, we expect significant inventory reductions at our production facilities, somewhat tempered by the seasonal nature of our business. We expect that our focus on asset management will improve customer satisfaction by delivering the right products to the right distributor or dealer – at just the right time – to meet current demand.

Outlook for Fiscal 2008

Overall, fiscal 2007 was a good year and we believe we are in a position for yet another good year in fiscal 2008. We believe the key drivers for our anticipated growth in fiscal 2008 will include, among many others, these main factors:

·       International markets will continue to be a focus for us to grow our revenues as we plan to continue to invest in new products designed specifically for international markets and customers. Many opportunities exist abroad, especially in the golf market, and our goal is for international sales to comprise a larger percentage of our total consolidated net sales.

·       We anticipate continued success in our product innovation efforts and customer acceptance of our new products. Consistent with our focus on asset management, our overall field inventory levels are within our expectations, and field inventory levels for landscape contractor equipment are down as of October 31, 2007 compared to October 31, 2006.

·       We anticipate growth in our professional segment as we plan to increase our market share by enhancing our product offering with innovative new and improved products. For example, in fiscal 2008 we plan to increase our product offering of precision irrigation products designed to conserve water usage.

·       Fiscal 2007 was a challenging year for our residential segment as weather and economic conditions were unfavorable to our business. These conditions continue to be a concern for us as we enter fiscal 2008. However, we are anticipating continued growth in the zero-turning radius riding mower market from the traditional riding tractor mowers and we expect the new products we introduced in fiscal 2007 will continue to be well received by our customers in fiscal 2008.

·       During fiscal 2007, we again experienced rising costs for commodities, and anticipate commodity costs to continue to increase in fiscal 2008. These rising costs are expected to impede our gross margin growth rate in fiscal 2008 compared to fiscal 2007, as we anticipate that increased worldwide demand and other factors will drive commodity prices higher. We have made significant progress using Lean methods and principles, and we plan to continue this focus as part of our “GrowLean” initiative to offset these rising costs and implement select price increases on some products.

·       Cash flows provided from operations are expected to improve in fiscal 2008 compared to fiscal 2007 as we plan to continue our focus on improving asset utilization as part of our GrowLean initiative. We intend to reinvest this additional cash generated back into our businesses through investments in product development, brand building, share repurchases, and acquisitions.

We will continue to keep a cautionary eye on the world economies, retail demand, field inventory levels, commodity prices, weather, competitive actions, and other factors identified in Part I, Item 1A, “Risk Factors” of this report, which could cause our actual results to differ from our anticipated outlook.

RESULTS OF OPERATIONS

Fiscal 2007 net earnings were $142.4 million compared to $129.1 million in fiscal 2006, an increase of 10.3 percent. Fiscal 2007 diluted net earnings per share were $3.40, an increase of 16.8 percent over $2.91 per share in fiscal 2006. The primary factors contributing to the net earnings increase were higher net sales and an increase in gross margins, somewhat offset by higher selling, general, and administrative expenses, and an increase in our effective tax rate. In addition, our share repurchase program

25




resulted in an increase in diluted net earnings per share of approximately $0.19 in fiscal 2007 compared to fiscal 2006.

Fiscal 2006 net earnings were $129.1 million compared to $114.1 million in fiscal 2005, an increase of 13.2 percent. Fiscal 2006 diluted net earnings per share were $2.91, an increase of 18.8 percent over $2.45 per share in fiscal 2005. The primary factors contributing to the net earnings increase were higher net sales, an increase in gross margins, improved leveraging of selling, general, and administrative expense, and higher other income, net.

The following table summarizes our results of operations as a percentage of our consolidated net sales.

Fiscal years ended October 31

 

2007

 

2006

 

2005

 

Net sales

 

100.0

%

100.0

%

100.0

%

Cost of sales

 

(63.9

)

(65.0

)

(65.4

)

Gross margin

 

36.1

 

35.0

 

34.6

 

Selling, general, and administrative expense

 

(24.2

)

(24.0

)

(24.3

)

Interest expense

 

(1.0

)

(1.0

)

(1.0

)

Other income, net

 

0.5

 

0.5

 

0.3

 

Provision for income taxes

 

(3.8

)

(3.5

)

(3.2

)

Net earnings

 

7.6

%

7.0

%

6.4

%

 

Fiscal 2007 Compared With Fiscal 2006

Net Sales. Worldwide net sales in fiscal 2007 were $1,876.9 million compared to $1,836.0 million in fiscal 2006, an increase of 2.2 percent. Net sales growth was primarily driven by:

·       Strong international net sales that grew 9.6 percent as a result of continued demand in international markets, particularly in the golf market, and the successful introduction of new products.

·       A weaker U.S. dollar compared to other worldwide currencies in which we transact business, which accounted for approximately $24 million of our sales growth.

·       Increased professional segment net sales due to the successful introduction of new products and growth in the sports fields and grounds market.

Somewhat offsetting those positive factors was:

·       A decline in residential segment net sales primarily from lower shipments of snow thrower products due to the lack of snow fall in key markets during the winter season of 2006-2007, which was partially offset by an increase of riding and walk power mower product shipments as we introduced new innovative and enhanced products that were well received by consumers.

·       Lower landscape contractor equipment product sales due mainly to efforts to reduce field inventory levels as part of our asset improvement initiative, somewhat offset by the successful introduction of new products.

Looking ahead, we expect our net sales annual growth rate to be higher in fiscal 2008 than in fiscal 2007, driven primarily by the successful introduction of new products and anticipated continued growth in our international businesses and zero-turning radius riding mower market.

Gross Margin. Gross margin represents gross profit (net sales less cost of sales) as a percentage of net sales. See Note 1 of the notes to our consolidated financial statements, section entitled Cost of Sales, for a description of expenses included in cost of sales. Gross margin increased by 1.1 percentage points to 36.1 percent in fiscal 2007 from 35.0 percent in fiscal 2006. This increase was mainly the result of the following factors:

·       Increased sales of higher-margin products.

·       Price increases introduced on some products.

·       Cost reduction efforts, including benefits from past and continuing profit improvement initiatives.

·       A weaker U.S. dollar compared to most other worldwide currencies in which we transact business.

·       A charge for customs duties last fiscal year that negatively impacted gross margins in fiscal 2006.

Somewhat offsetting those positive factors were:

·       Continued rising commodity costs.

·       Higher manufacturing costs from lower plant utilization as we cut production in an effort to lower inventory levels.

Looking ahead, we expect gross margin for fiscal 2008 compared to fiscal 2007 to be flat or to slightly improve. We anticipate that price increases and benefits from our ongoing profit improvement initiatives, driven by our emphasis on Lean manufacturing, will in part offset anticipated higher costs of commodities.

Selling, General, and Administrative (SG&A) Expense. SG&A expense increased $14.3 million or 3.2 percent from fiscal 2006. See Note 1 of the notes to our consolidated financial statements, section entitled Selling, General, and Administrative Expense, for a description of expenses included in SG&A expense. SG&A expense rate represents SG&A expenses as a percentage of net sales. SG&A expense rate increased slightly to 24.2 percent in fiscal 2007 compared to 24.0 percent in fiscal 2006. The increase in SG&A expense rate was due to the rate of increase of our overall SG&A costs that outpaced our sales growth rate of 2.2 percent as well as the following other factors:

·       Fiscal 2007 self-insurance costs were up because we did not have the same reduction of insurance costs from favorable claims experience as in fiscal 2006.

·       Continued increases in investments for engineering.

·       Higher incentive compensation expense.

Somewhat offsetting those increases were:

·       Lower warranty expense due to a reduction of special warranty provisions for major product modifications in fiscal 2007, compared to fiscal 2006 in which we incurred special warranty provisions for major product modifications and a product recall.

Looking ahead, SG&A expense is expected to increase, and our SG&A expense rate is expected to remain the same or increase slightly in fiscal 2008 compared to fiscal 2007, as we expect to continue to increase our investments in engineering, marketing, and information systems.

26




Interest Expense. Interest expense for fiscal 2007 increased by 10.0 percent compared to fiscal 2006 due to higher average levels of debt and slightly higher average interest rates.

Other Income, Net. Other income, net consists mainly of interest income, financing revenue, litigation settlements and recoveries, currency exchange rate gains and losses, and equity losses from investments. Other income, net for fiscal 2007 increased $1.5 million compared to fiscal 2006. This increase was due mainly to the following factors:

·       Higher interest income.

·       Lower losses on investments.

Somewhat offsetting those increases were:

·       Lower litigation settlement recoveries compared to those we received in fiscal 2006.

·       A decline in financing revenue.

Provision for Income Taxes. The effective tax rate for fiscal 2007 was 33.2 percent compared to 33.0 in fiscal 2006. The increase in the effective tax rate was due to the unfavorable timing of the phase-out/phase-in provisions of the United States export exclusion compared to the domestic manufacturing deduction, somewhat offset by an increase in benefits related to the domestic research credit in fiscal 2007 compared to fiscal 2006 as a result of the retroactive extension of this credit by the Tax Relief and Health Care Act of 2006.

Looking ahead, the tax rate for fiscal 2008 is expected to be approximately 34.3 percent. This increase is the result of the retroactive extension of the domestic research credit that allowed a residual amount of our domestic research credit generated in fiscal 2006 to be recognized in fiscal 2007, which benefited our fiscal 2007 tax rate.

Fiscal 2006 Compared With Fiscal 2005

Net Sales. Worldwide net sales in fiscal 2006 were $1,836.0 million compared to $1,779.4 million in fiscal 2005, an increase of 3.2 percent. Factoring out the effect of the additional sales from Hayter Limited (Hayter), which we acquired in February 2005, net sales increased 2.8 percent in fiscal 2006 compared to fiscal 2005. Net sales growth was primarily driven by:

·       Strong international net sales that grew 12.6 percent as a result of the acquisition of Hayter, as well as increased worldwide demand and new products introduced within the past two years.

·       Select price increases on some products.

·       Increased sales in most of the professional segment markets due to the success of introducing new products, strong retail demand, and growth in the worldwide golf market.

Somewhat offsetting those positive factors was:

·       A decline in domestic residential segment net sales for most product lines primarily as a result of a slow down in consumer spending for outdoor power equipment in the U.S. during the spring/summer season in 2006 and unfavorable weather conditions.

·       Unfavorable currency exchange rates that reduced our net sales by approximately $6.5 million.

Gross Margin. Gross margin increased by 0.4 percentage points to 35.0 percent in fiscal 2006 from 34.6 percent in fiscal 2005. This increase was mainly the result of the following factors:

·       Price increases introduced on some products.

·       A higher proportionate share of professional segment sales that carry higher average gross margins than residential segment sales.

·       Cost reduction efforts, including benefits from past and continuing profit improvement initiatives.

·       Lower excess and obsolete parts inventory expense.

·       The Hayter acquisition, which negatively impacted gross margins in fiscal 2005, due to the purchase accounting effect of recording the fair value of the inventory acquired as the inventory was sold.

Somewhat offsetting those positive factors were:

·       Continued rising commodity costs, as well as higher freight costs due to higher fuel costs and an increase in demand for transportation.

·       Lower gross margins for a new line of riding products in the residential segment introduced in fiscal 2006.

·       A charge for customs duties.

Selling, General, and Administrative (SG&A) Expense. SG&A expense increased $7.8 million or 1.8 percent from fiscal 2005. SG&A expense rate decreased to 24.0 percent in fiscal 2006 compared to 24.3 percent in fiscal 2005. The decrease in SG&A expense rate was due primarily to the following factors:

·       A reduction in self-insurance costs due to favorable claims experience.

·       Lower incentive compensation expense due mainly to less favorable financial results for our long-term incentive plans.

·       Leveraging the fixed portion of SG&A costs over higher sales volumes.

Somewhat offsetting those decreases were:

·       Increased investments in engineering, marketing, service, and information systems.

·       Higher warranty expense due mainly to special provisions for major product modifications and a product recall.

Interest Expense. Interest expense for fiscal 2006 slightly decreased by 0.3 percent compared to fiscal 2005 due to lower average levels of short-term debt, which was somewhat offset by higher average interest rates.

27




Other Income, Net. Other income, net for fiscal 2006 increased $2.3 million compared to fiscal 2005. This increase was due mainly to the following factors:

·       Currency exchange rate gains in fiscal 2006 compared to currency exchange rate losses in fiscal 2005.

·       Higher litigation settlement recoveries.

·       A loss on the sale of a business in fiscal 2005.

Provision for Income Taxes. The effective tax rate for fiscal 2006 remained unchanged at 33.0 percent compared to fiscal 2005.

PERFORMANCE BY BUSINESS SEGMENT

As more fully described in Note 11 of the notes to consolidated financial statements, we operate in two reportable business segments: professional and residential. A third reportable segment called “other” consists of company-owned distributor operations in the United States, corporate activities, and financing functions. Operating earnings for each of our two business segments is defined as earnings from operations plus other income, net. Operating loss for the “other” segment includes earnings (loss) from domestic wholly owned distribution company operations, corporate activities, including corporate financing activities, other income, and interest expense.

The following information provides perspective on our business segments’ net sales and operating results.

Professional

Professional segment net sales represented 68 percent, 67 percent, and 64 percent of consolidated net sales for fiscal 2007, 2006, and 2005, respectively. The following table shows the professional segment net sales, operating earnings, and operating earnings as a percent of net sales.

(Dollars in millions)
Fiscal years ended October 31

 


2007

 


2006

 

2005

 

Net sales

 

$

1,270.5

 

$

1,224.8

 

$

1,145.4

 

% change from prior year

 

3.7

%

6.9

%

11.3

%

Operating earnings

 

$

254.2

 

$

227.7

 

$

207.4

 

As a percent of net sales

 

20.0

%

18.6

%

18.1

%

 

Net Sales. Worldwide net sales for the professional segment in fiscal 2007 were up 3.7 percent compared to fiscal 2006 primarily as a result of the following factors:

·       Higher international net sales as a result of continued strong demand and growth in international markets, particularly in the golf market, as well as a weaker U.S. dollar compared to the other worldwide currencies in which we transact business.

·       Strong worldwide demand and growth in the sports fields and grounds markets that resulted in higher equipment product sales.

·       The success of new products introduced within the past two years.

·       Additional sales from the acquisition of Rain Master.

Somewhat offsetting those positive factors were:

·       Lower shipments of landscape contractor equipment due mainly to efforts to reduce field inventory levels, which were lower as of the end of fiscal 2007 compared to the end of fiscal 2006, moderated by the successful introduction of new products.

Worldwide net sales for the professional segment in fiscal 2006 were up 6.9 percent compared to fiscal 2005. Worldwide shipments of most product lines increased due to the successful introduction of new products and price increases introduced on some products. In addition, strong worldwide demand in the golf and sports fields and grounds markets resulted in higher equipment and irrigation product sales. International professional segment net sales were up significantly due to strong demand in the golf market and the acquisition of Hayter.

Looking ahead, net sales for the professional segment are expected to increase in fiscal 2008 compared to fiscal 2007 as we expect new products to be well received and to increase our market share, and we anticipate continued growth in international markets as well as the incremental impact of additional sales from the acquisition of Rain Master.

Operating Earnings. Operating earnings for the professional segment in fiscal 2007 increased 11.6 percent compared to fiscal 2006. Expressed as a percentage of net sales, professional segment operating margins increased to 20.0 percent compared to 18.6 percent in fiscal 2006. The following factors impacted professional segment operating earnings:

·       Higher gross margins in fiscal 2007 compared to fiscal 2006 due to increased sales of higher margin products, price increases on some products, continued cost reduction efforts, including benefits from past and continuing profit improvement initiatives, and a weaker U.S. dollar compared to most other worldwide currencies in which we transact business. However, higher manufacturing costs from lower plant utilization somewhat tempered the increase in gross margins and operating earnings.

·       SG&A expense rate was higher in fiscal 2007 compared to 2006 due to increased investments in engineering and marketing, somewhat offset by a decline in warranty expense.

Operating earnings for the professional segment in fiscal 2006 increased 9.8 percent compared to fiscal 2005. Expressed as a percentage of net sales, professional segment operating margins increased to 18.6 percent in fiscal 2006 compared to 18.1 percent in fiscal 2005. The operating profit improvement was due mainly to higher gross margins as a result of cost reduction efforts from profit improvement initiatives, price increases on some products, and increased sales of higher margin products, somewhat offset by higher commodity costs and freight expense. Higher SG&A

28




expense rate somewhat hampered the increase in operating earnings due to higher warranty expense and increased investments for marketing, engineering, and service.

Looking ahead, professional segment operating earnings are anticipated to improve in fiscal 2008 compared to fiscal 2007 due to expected sales growth, expected improvement in gross margins, and leveraging fixed SG&A expense over anticipated higher sales volumes.

Residential

Residential segment net sales represented 30 percent, 31 percent, and 33 percent of consolidated net sales for fiscal 2007, 2006, and 2005, respectively. The following table shows the residential segment net sales, operating earnings, and operating earnings as a percent of net sales.

(Dollars in millions)
Fiscal years ended October 31

 


2007

 

2006

 

2005

 

Net sales

 

$

563.5

 

$

566.6

 

$

583.3

 

% change from prior year

 

(0.6

)%

(2.9

)%

5.2

%

Operating earnings

 

$

41.8

 

$

34.1

 

$

50.2

 

As a percent of net sales

 

7.4

%

6.0

%

8.6

%

 

Net Sales. Worldwide net sales for the residential segment in fiscal 2007 were slightly down by 0.6 percent compared to fiscal 2006 primarily as a result of the following factors:

·       A reduction in shipments of snow thrower products as a result of the lower levels of snow fall during the 2006-2007 winter season in key markets.

·       Lower electric trimmer product shipments due to lost placement at a key retailer.

Somewhat offsetting those negative factors were:

·       Strong worldwide demand of riding products as we introduced our new generation zero-turning radius riding mowers.

·       Higher shipments of walk power mowers due to the successful introduction of new and enhanced models.

Worldwide net sales for the residential segment in fiscal 2006 were down 2.9 percent compared to fiscal 2005. This decline was due primarily to lower sales of walk power mowers and electric trimmers as a result of weakened domestic economic conditions and lower consumer spending for outdoor power equipment during the spring/summer season in 2006. Snow thrower product sales in the domestic market also decreased as a result of lower levels of snow fall in the U.S. during the 2005-2006 winter season. In addition, retail irrigation product sales sold through the home center distribution channel were down due to unfavorable weather conditions in key domestic markets and lost placement of certain models at a key retailer. However, shipments of riding products increased as we introduced new models and expanded product placement at a key retailer. International residential segment sales also increased due to new product introductions, higher snow thrower product shipments due to heavy snow falls in Europe during the 2005-2006 winter season, and strong sales of Pope products in Australia.

Looking ahead, residential segment net sales are expected to increase in fiscal 2008 compared to fiscal 2007 primarily as a result of anticipated continued growth in the zero-turning radius riding mower market.

Operating Earnings. Operating earnings for the residential segment in fiscal 2007 increased 22.7 percent compared to fiscal 2006. Expressed as a percentage of net sales, residential segment operating margins rose to 7.4 percent compared to 6.0 percent in fiscal 2006. The following factors impacted residential segment operating earnings:

·       Higher gross margins as a result of improved margins on new products and a weaker U.S. dollar compared to most other worldwide currencies in which we transact business. In addition, last year gross margins were hampered by a charge for customs duties.

·       Lower SG&A expense rate due primarily to a decline in warranty expense and lower spending for marketing.

Operating earnings for the residential segment in fiscal 2006 decreased 32.0 percent compared to fiscal 2005. Expressed as a percentage of net sales, residential segment operating margins declined to 6.0 percent compared to 8.6 percent in fiscal 2005 mainly as a result of lower gross margins due to higher costs for commodities combined with minimal price increases due to competitive conditions, lower margins for riding products introduced in fiscal 2006, higher freight expense, and a charge for customs duties. SG&A expense rate increased as a result of lower sales volumes and an increase in warranty expense for a product recall.

Looking ahead, residential segment operating earnings in fiscal 2008 are expected to improve compared to fiscal 2007 due to anticipated increased sales volumes and an anticipated improvement in gross margins.

Other

(Dollars in millions)
Fiscal years ended October 31

 

2007

 

2006

 

2005

 

Net sales

 

$

42.9

 

$

44.6

 

$

50.7

 

% change from prior year

 

(3.9

)%

(12.1

)%

(26.7

)%

Operating loss

 

$

(82.8

)

$

(69.0

)

$

(87.3

)

 

Net Sales. Net sales for the other segment includes sales from our wholly owned domestic distribution companies less sales from the professional and residential segments to those distribution companies. In addition, elimination of the professional and residential segments’ floor plan interest costs from the Toro Credit Company are also included in this segment. The other segment net sales in fiscal 2007 decreased 3.9 percent compared to fiscal 2006 due mainly to lower sales at a company-owned distributor.

29




The other segment net sales in fiscal 2006 decreased 12.1 percent compared to fiscal 2005 due to lower sales at our company-owned distributors as a result of the change in the method of product distribution (to shipping our Exmark product directly to dealers) that impacted the territory served by our Midwestern distributorship.

Operating Loss. Operating loss for the other segment in fiscal 2007 increased by 19.9 percent compared to fiscal 2006. This loss increase was primarily the result of last fiscal year’s reduction in self-insurance costs from favorable claims experience in fiscal 2006, increased incentive compensation expense, lower financing revenue, and an increase in interest expense.

Operating loss for the other segment in fiscal 2006 decreased by 20.9 percent compared to fiscal 2005. This loss decrease was primarily the result of lower incentive compensation expense, a reduction in self-insurance costs, and currency exchange rate gains in fiscal 2006 compared to currency exchange rate losses in fiscal 2005.

FINANCIAL CONDITION

Working Capital

Our financial condition remains strong, and we are placing additional emphasis on asset management with our GrowLean initiative, with a focus on: (i) ensuring strong profitability of our products and services all the way through the retail sale; (ii) minimizing the amount of working capital in the supply chain; and (iii) maintaining or improving order replenishment and service levels to end users.

The following table highlights several key measures of our working capital performance.

(Dollars in millions)

 

 

 

 

 

Fiscal years ended October 31

 

2007

 

2006

 

Average cash and cash equivalents

 

$

57.0

 

$

30.4

 

Average receivables, net

 

376.9

 

375.9

 

Average inventories, net

 

275.3

 

263.9

 

Average accounts payable

 

100.4

 

98.1

 

Average days outstanding for receivables

 

73

 

75

 

Average inventory turnover

 

4.35

x

4.52

x

 

Average receivables, net increased slightly in fiscal 2007 compared to fiscal 2006 due to higher sales volumes; however, average days outstanding for receivables decreased to 73 days in fiscal 2007 compared to 75 days in fiscal 2006. Average net inventories increased by 4.3 percent in fiscal 2007 compared to fiscal 2006, and average inventory turnover declined by 3.8 percent in fiscal 2007 compared to fiscal 2006 due to lower than planned sales volumes in the first half of fiscal 2007, which resulted in production cuts in the second half of fiscal 2007 in an effort to reduce inventory levels.

We expect that average receivables, net in fiscal 2008 to increase compared to fiscal 2007 due to higher planned sales volumes, while average inventories, net are expected to slightly decline in fiscal 2008 compared to fiscal 2007. We anticipate both average days outstanding for receivables and average inventory turnover to improve in fiscal 2008 compared to fiscal 2007 as we plan to continue our efforts to improve asset utilization as part of our GrowLean initiative.

Capital Expenditures and
Other Long-Term Assets

Fiscal 2007 capital expenditures of $42.2 million were 5.7 percent higher compared to fiscal 2006. This increase was primarily attributable to production equipment and tooling expenditures for new products. Capital expenditures for fiscal 2008 are anticipated to be approximately $3 to $8 million higher than fiscal 2007 as we plan to continue to invest in tooling for new products and manufacturing equipment.

Long-term assets as of October 31, 2007 were $285.9 million compared to $264.9 million as of October 31, 2006, an increase of 7.9 percent. This increase was due mainly to the acquisition of Rain Master, which resulted in the addition of $4.3 million of goodwill and $9.5 million of net intangible assets. See Note 2 of the notes to our consolidated financial statements for further information.

Capital Structure

The following table details the components of our total capitalization and key ratios.

(Dollars in millions)

 

 

 

 

 

Fiscal years ended October 31

 

2007

 

2006

 

Short-term debt

 

$

0.4

 

$

0.3

 

Long-term debt, including current portion

 

229.2

 

175.0

 

Stockholders’ equity

 

370.4

 

392.0

 

Debt-to-capitalization ratio

 

38.3

%

30.9

%

 

Our debt-to-capitalization ratio was higher in fiscal 2007 compared to fiscal 2006 due mainly to a decrease in stockholders’ equity as a result of a higher average price paid per share for common stock repurchases in fiscal 2007 compared to fiscal 2006 as well as an increase in long-term debt discussed below.

Liquidity and Capital Resources

Our businesses are seasonally working capital intensive and require funding for purchases of raw materials used in production, replacement parts inventory, capital expenditures, expansion and upgrading of existing facilities, as well as for financing receivables from customers. We believe that cash generated from operations, together with our fixed rate long-term debt, bank credit lines, and cash on hand, will provide us with adequate liquidity to meet our

30




anticipated operating requirements. We believe that the combination of funds available through existing financing arrangements and forecasted cash flows will be sufficient to provide the necessary capital resources for our anticipated working capital needs, capital expenditures, investments, acquisitions, debt repayments, quarterly cash dividend payments, and stock repurchases for at least the next twelve months.

On April 26, 2007, we issued $125.0 million in aggregate principal amount of 6.625% senior notes due May 1, 2037. The senior notes were priced at 98.513% of par value, and the resulting discount of $1.9 million associated with the issuance of these senior notes is being amortized over the term of the notes using the effective interest rate method. The underwriting fee and direct debt issue costs totaling $1.5 million will be amortized over the life of the notes. Although the coupon rate of the senior notes is 6.625%, the effective interest rate is 6.741% after taking into account the issuance discount. Interest on the senior notes is payable semi-annually, on May 1 and November 1 of each year. The senior notes are unsecured senior obligations of the company and rank equally with our other unsecured and unsubordinated indebtedness from time to time outstanding. The indentures under which the senior notes were issued contain customary covenants and event of default provisions. We have the right to redeem some or all of the senior notes at any time at the greater of the full principal amount of the senior notes being redeemed, or the present value of the remaining scheduled payments of principal and interest discounted to the redemption date on a semi-annual basis at the treasury rate plus 30 basis points, plus, in both cases, accrued and unpaid interest. In the event of the occurrence of both (i) a change of control of the company and (ii) a downgrade of the notes below an investment grade rating by both Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services within a specified period, we would be required to make an offer to purchase the senior notes at a price equal to 101% of the principal amount of the senior notes, plus accrued and unpaid interest to the date of repurchase. We used the proceeds from the issuance of the senior notes to repay $75.0 million outstanding principal amount of 7.125% notes that were due on June 15, 2007 as well as for general corporate purposes.

Cash Dividends

Each quarter in fiscal 2007, our Board of Directors declared a cash dividend of $0.12 per share, which was a 33 percent increase over our cash dividend of $0.09 per share paid each quarter in fiscal 2006. Our Board of Directors recently increased our first quarter of fiscal 2008 quarterly cash dividend by 25 percent to $0.15 per share from the quarterly cash dividend paid in the first quarter of fiscal 2007.

Cash Flow

Cash flows provided by (used in) operating, investing, and financing activities during the past three fiscal years are shown in the following table.

(Dollars in millions)

 

Cash Provided by (Used in)

 

Fiscal years ended October 31

 

2007

 

2006

 

2005

 

Operating activities

 

$

183.6

 

$

190.3

 

$

174.0

 

Investing activities

 

(50.3

)

(38.1

)

(68.4

)

Financing activities

 

(128.8

)

(138.2

)

(154.4

)

Effect of exchange rates on cash

 

2.0

 

0.1

 

(0.6

)

Net cash provided (used)

 

$

6.5

 

$

14.1

 

$

(49.4

)

Cash and cash equivalents as of fiscal year end

 

$

62.0

 

$

55.5

 

$

41.4

 

 

Cash Flows Provided by Operating Activities. Our primary source of funds is cash generated from operations. In fiscal 2007, cash provided by operating activities decreased by 3.5 percent from fiscal 2006. This decrease was due primarily to a decline in accrued liabilities, mainly from a reduction of deferred compensation liability when we elected to fund a majority of our deferred compensation plans. Somewhat moderating the decline in cash provided by operating activities was higher net earnings and a larger reduction in accounts receivable in fiscal 2007 compared to fiscal 2006.

Cash Flows Used in Investing Activities. Capital expenditures and acquisitions are our primary uses of capital resources. These investments have enabled our sales growth in diverse and new markets, helped us to meet product demand, and increased our manufacturing efficiencies. Cash used in investing activities increased 32.1 percent in fiscal 2007 compared to fiscal 2006 due mainly to cash utilized for acquisitions and an increase in purchases of property, plant, and equipment in fiscal 2007 compared to fiscal 2006.

Cash Flows Used in Financing Activities. Cash used in financing activities was lower by 6.8 percent in fiscal 2007 compared to fiscal 2006. This decline was primarily attributable to proceeds we received from the issuance of 30-year senior notes previously discussed. This decline was somewhat offset by increased repayments of long-term debt, higher cash dividends paid on Toro common stock, and an increase in funds used for repurchases of our common stock in fiscal 2007 compared to fiscal 2006.

Credit Lines and Other Capital Resources

Our business is seasonal, with accounts receivable balances historically increasing between January and April as a result of higher sales volumes and extended payment terms made available to our customers, and decreasing between May and December when payments are received. The seasonality of production and shipments causes our working capital requirements to fluctuate during the year. Our peak borrowing usually occurs between

31




January and April. Seasonal cash requirements are financed from operations and with short-term financing arrangements, including a $175.0 million unsecured senior five-year revolving credit facility, which expires in January 2012. Interest expense on this credit line is determined based on a LIBOR rate plus a basis point spread defined in the credit agreement. In addition, our non-U.S. operations maintain unsecured short-term lines of credit of approximately $16 million. These facilities bear interest at various rates depending on the rates in their respective countries of operation. We also have a letter of credit subfacility as part of our credit agreement. Average short-term debt was $48.9 million in fiscal 2007 compared to $43.4 million in fiscal 2006, an increase of $5.5 million or 12.9 percent. This increase was primarily attributable to cash used for funding a majority of our deferred compensation plans in fiscal 2007 and additional working capital requirements as a result of higher average receivables and inventory levels, mainly during the first half of fiscal 2007 compared to the first half of fiscal 2006. As of October 31, 2007, we had $190.7 million of unutilized availability under our credit agreements.

Significant financial covenants in our credit agreement are interest coverage and debt-to-capitalization ratios. We were in compliance with all covenants related to our credit agreement as of October 31, 2007, and expect to be in compliance with all covenants during fiscal 2008. Our credit agreement requires compliance with all of the covenants defined in the agreement. If we were out of compliance with any debt covenant required by our credit agreement following the applicable period, the banks could terminate their commitments unless we could negotiate a covenant waiver from the banks. In addition, our long-term public notes and debentures could become due and payable if we were unable to obtain a covenant waiver or refinance our short-term debt under our credit agreement. If our credit rating falls below investment grade and/or if our average short-term debt to earnings before interest, taxes, depreciation, and amortization (EBITDA) ratio falls below a certain level, the interest rate we currently pay on our outstanding short-term debt under the credit agreement would increase. However, the credit commitment could not be cancelled by the banks based solely on a ratings downgrade. Our debt rating for long-term unsecured senior, non-credit enhanced debt has been unchanged during fiscal 2007 by Standard and Poor’s Ratings Group at BBB- and by Moody’s Investors Service at Baa3.

Share Repurchase Plan

During fiscal 2007, we continued our emphasis on repurchasing shares of our common stock as a means of utilizing excess cash and reducing our shares outstanding. In addition, our repurchase programs provided shares for use in connection with our equity compensation programs. In May 2007, our Board of Directors authorized the repurchase of up to an additional 3,000,000 shares of our common stock in open-market or privately negotiated transactions. This repurchase authorization has no expiration date but may be terminated by our Board of Directors at any time. As of October 31, 2007, 1,134,175 shares remained available for repurchase under our Board authorization.

The following table provides information with respect to repurchases of our common stock during the past three fiscal years.

(Dollars in millions, except per share data)

 

 

 

 

 

 

 

Fiscal years ended October 31

 

2007

 

2006

 

2005

 

Shares of common stock purchased

 

3,342,729

 

3,369,285

 

3,922,805

 

Cost to repurchase common stock

 

$

182.8

 

$

146.5

 

$

157.0

 

Average price paid per share

 

$

54.70

 

$

43.49

 

$

40.02

 

 

OFF-BALANCE SHEET ARRANGEMENTS AND
CONTRACTUAL OBLIGATIONS

We do not customarily enter into off-balance sheet arrangements, except for off-balance sheet arrangements related to our customer financing activities, inventory purchase commitments, deferred compensation arrangements, and operating lease commitments disclosed in the contractual obligations table below. Moreover, it is not our normal policy to issue guarantees to third parties.

Wholesale Financing. Toro Credit Company (TCC), a wholly owned financing subsidiary, provides financing for our North American Toro distributors and approximately 180 of our domestic dealers for select products that we manufacture. Independent North American Toro and Exmark distributors and dealers that do not finance through TCC generally finance their inventories with third party financing companies. All outstanding receivables of TCC are reflected on our consolidated balance sheets.

TCC and third party financing companies purchase selected receivables from us and our distributors and dealers for extended periods that assist our distributors and dealers in carrying representative inventories of products. Down payments are not required and, depending on the finance program for each product line, finance charges are incurred by us, shared between us and the distributor and/or the dealer, or paid by the distributor or dealer. We retain a security interest in the distributors’ and dealers’ inventories, and those inventories are monitored regularly. Under the sales terms to distributors and dealers, finance charges are applied to outstanding balances from the earlier of the date when product is sold to a customer, or the expiration of company-supported finance terms granted at the time of sale, until payment is received by TCC or the third party finance company. Rates are generally fixed or based on the prime rate plus a fixed percentage depending on whether the financing is for a distributor or dealer. Rates may also vary based on the product that is financed. Distributors and dealers cannot cancel purchases after goods are shipped and are responsible for payment even if the equipment is not sold to retail customers.

32




Third party financing companies purchased $164.6 million of receivables from us during fiscal 2007, of which $57.7 million was outstanding as of October 31, 2007. Our maximum exposure for credit recourse with a third party financing company related to receivables under these financing arrangements was $0.6 million as of October 31, 2007. We also enter into limited inventory repurchase agreements with third party financing companies, which includes receivables sold by us to third party financing companies, as well as receivables sold by our distributors to the third party financing companies. As of October 31, 2007, we were contingently liable to repurchase up to $5.8 million of inventory related to receivables under these financing arrangements. We have repurchased immaterial amounts of inventory from third party financing companies over the past three years. However, a decline in retail sales could cause this situation to change and thereby require us to repurchase financed product.

End-User Financing. We have agreements with a third party financing company to provide lease-financing options to golf course and sports fields and grounds equipment customers in North America, Europe, and Australia. The purpose of these agreements is to increase sales by giving buyers of our products alternative financing options when purchasing our products. During fiscal 2007, we entered into an amended agreement that eliminated our contingent liability for any residual value risk on the underlying equipment financed under this program. In addition, under the terms of the amended agreement, we are only contingently liable for a portion of the credit collection risk for leases entered into prior to the effective date of the amended agreement. Our maximum exposure for credit collection as of October 31, 2007 was $7.2 million. We have established a reserve for our estimated exposure related to this credit collection risk.

We also have an agreement to sell certain accounts receivable and notes to a third party. The total amount of receivables and notes outstanding under this agreement may not exceed $10.0 million at any time. During fiscal 2007, the company sold $1.1 million of receivables and notes under the terms of this agreement.

In the normal course of business, we have arrangements with other financial institutions to provide various forms of financing options to end-user customers. From time to time, our company-owned distributorships also guarantee the residual value at the end of leases with third-party financing companies for product sold to customers. The amount of this potential contingent liability as of October 31, 2007 was $4.4 million. None of these other arrangements requires any additional material financial involvement by us.

Termination of our end-user financing arrangements, or any material change to the terms in the financing arrangements, availability of credit for our customers, including any delay in securing replacement credit sources, or significant financed product repurchase requirements could have a material impact on our future operating results or financial condition; however, we do not believe those events are likely to occur.

Distributor Financing. From time to time, we enter into long-term loan agreements with some distributors. These transactions are used for expansion of the distributors’ businesses, acquisitions, refinancing working capital agreements, or facilitation of ownership changes. As of October 31, 2007 and 2006, we had outstanding notes receivable of $2.3 million and $2.8 million, respectively, from two distribution companies. The amounts are included in other current and long-term assets on our consolidated balance sheets. The decrease of $0.5 million was the result of repayments on these loans.

Purchase Commitments. We have purchase commitments with some suppliers for materials and supplies as part of the normal course of business.

Contractual Obligations. The following table summarizes our contractual obligations as of October 31, 2007.

(Dollars in
thousands)

 

Payments Due By Period

 

Contractual
Obligation

 

Less Than
1 Year

 

1-3
Years

 

3-5
Years

 

More than
5 Years

 

Total

 

Long-term debt1

 

 

$

1,611

 

$

3,923

 

$

503

 

$

225,000

 

$

231,037

 

Short-term debt1

 

 

372

 

 

 

 

372

 

Interest payments

 

 

16,354

 

32,438

 

32,169

 

324,742

 

405,703

 

Deferred compensation arrangements2

 

 

513

 

1,774

 

1,441

 

2,730

 

6,458

 

Purchase obligations

 

 

2,877

 

 

 

 

2,877

 

Operating leases3

 

 

13,706

 

11,613

 

2,362

 

82

 

27,763

 

Total

 

 

$

35,433

 

$

49,748

 

$

36,475

 

$

552,554

 

$

674,210

 

1    Principal payments

2    The unfunded deferred compensation arrangements, covering certain current and retired management employees, consists primarily of salary and bonus deferrals under our deferred compensation plans. Our estimated distributions in the contractual obligations table are based upon a number of assumptions including termination dates and participant elections. Deferred compensation balances earn interest based on rates of return on funds established by the Compensation and Human Resources Committee of the Board of Directors, and are payable at the election of the participants.

3    Operating lease obligations do not include payments to landlords covering real estate taxes and common area maintenance.

As of October 31, 2007, we also had $11.7 million in outstanding letters of credit issued during the normal course of business, as required by some vendor contracts.

Market Risk

Due to the nature and scope of our operations, we are subject to exposures that arise from fluctuations in interest rates, foreign currency exchange rates, and commodity prices. We are also exposed to equity market risk pertaining to the trading price of our common stock. Additional information is presented in Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market

33




Risk,” and Note 13 of the notes to our consolidated financial statements.

Inflation

We are subject to the effects of inflation and changing prices. As previously mentioned, we experienced rising prices for steel; fuel; petroleum-based resins; steel-, lead-, and copper-based component parts; and other commodities during fiscal 2007, which hampered our gross margin growth rate in fiscal 2007 compared to fiscal 2006. In fiscal 2008, we expect average prices paid for commodities to increase compared to fiscal 2007. We plan to attempt to mitigate the impact of these anticipated increases in commodity costs and other inflationary pressures by engaging in proactive vendor negotiations and internal cost reduction efforts, reviewing alternative sourcing options, and introducing moderate price increases on some products.

Acquisitions

In fiscal 2007, we completed the acquisition of Rain Master. Rain Master manufactures irrigation central controllers and other products for the commercial landscape market, with annual sales of approximately $10 million.

In fiscal 2007, we also completed the purchase of certain assets and assumed certain liabilities of Allen Hover Mower. Allen Hover Mower sells walk power mowers worldwide that are specifically designed to perform well on steep inclines for the golf course and grounds maintenance market, with annual sales of approximately $2 million.

In fiscal 2005, we completed the acquisition of certain assets and assumed certain liabilities of Hayter. Hayter designs, manufactures, and markets residential and professional turf maintenance equipment primarily for the United Kingdom market, with annual sales of approximately $50 million.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

In preparing our consolidated financial statements in conformity with U.S. generally accepted accounting principles, we must make decisions that impact the reported amounts of assets, liabilities, revenues and expenses, and related disclosures. Such decisions include the selection of the appropriate accounting principles to be applied and the assumptions on which to base accounting estimates. In reaching such decisions, we apply judgments based on our understanding and analysis of the relevant circumstances, historical experience, and actuarial valuations. Actual amounts could differ from those estimated at the time the consolidated financial statements are prepared.

Our significant accounting policies are described in Note 1 of the notes to our consolidated financial statements. Some of those significant accounting policies require us to make difficult subjective or complex judgments or estimates. An accounting estimate is considered to be critical if it meets both of the following criteria: (i) the estimate requires assumptions about matters that are highly uncertain at the time the accounting estimate is made, and (ii) different estimates reasonably could have been used, or changes in the estimate that are reasonably likely to occur from period to period, would have a material impact on the presentation of our financial condition, changes in financial condition, or results of operations. Our critical accounting estimates include the following:

Warranty Reserve. Warranty coverage on our products ranges from a period of six months to seven years, and covers parts, labor, and other expenses for non-maintenance repairs. Warranty coverage generally does not cover operator abuse and improper use. At the time of sale, we accrue a warranty reserve by product line for estimated costs in connection with future warranty claims. We also establish reserves for major rework campaigns. The amount of our warranty reserves is based primarily on the estimated number of products under warranty, historical average costs incurred to service warranty claims, the trend in the historical ratio of claims to sales, and the historical length of time between the sale and resulting warranty claim. We periodically assess the adequacy of our warranty reserves based on changes in these factors and record any necessary adjustments if actual claim experience indicates that adjustments are necessary. Actual claims could be higher or lower than amounts estimated, as the amount and value of warranty claims are subject to variation due to such factors as performance of new products, significant manufacturing or design defects not discovered until after the product is delivered to customers, product failure rates, and higher or lower than expected service costs for a repair. We believe that analysis of historical trends and knowledge of potential manufacturing or design problems provide sufficient information to establish a reasonable estimate for warranty claims at the time of sale. However, since we cannot predict with certainty future warranty claims or costs associated with servicing those claims, our actual warranty costs may differ from our estimates. An unexpected increase in warranty claims or in the costs associated with servicing those claims would result in an increase in our warranty accrual and a decrease in our net earnings.

Sales Promotions and Incentives. At the time of sale to a customer, we record an estimate for sales promotion and incentive costs, which are classified as a reduction from gross sales or as a component of SG&A expense. Examples of sales promotion and incentive programs include rebate programs on certain professional products sold to distributors, volume discounts, retail financing support, floor planning, cooperative advertising, commissions, and other sales discounts and promotional programs. The estimates for sales promotion and incentive costs are based on the terms of the arrangements with customers, historical payment

34




experience, field inventory levels, volume purchases, and expectations for changes in relevant trends in the future. Actual results may differ from these estimates if competitive factors dictate the need to enhance or reduce sales promotion and incentive accruals or if customer usage and field inventory levels vary from historical trends. Adjustments to sales promotions and incentive accruals are made from time to time as actual usage becomes known in order to properly estimate the amounts necessary to generate consumer demand based on market conditions as of the balance sheet date.

Inventory Valuation. We value our inventories at the lower of the cost of inventory or net realizable value, with cost determined by either the last-in, first-out (LIFO) method for most U.S. inventories or the first-in, first-out (FIFO) method for all other inventories. We establish reserves for excess, slow moving, and obsolete inventory based on inventory levels, expected product lives, and forecasted sales demand. Valuation of inventory can also be affected by significant redesign of existing products or replacement of an existing product by an entirely new generation product. In assessing the ultimate realization of inventories, we are required to make judgments as to future demand requirements compared with inventory levels. Reserve requirements are developed according to our projected demand requirements based on historical demand, competitive factors, and technological and product life cycle changes. It is possible that an increase in our reserve may be required in the future if there is a significant decline in demand for our products and we do not adjust our manufacturing production accordingly.

We also record a reserve for inventory shrinkage. Our inventory shrinkage reserve represents anticipated physical inventory losses that are recorded based on historical loss trends, ongoing cycle-count and periodic testing adjustments, and inventory levels. Though management considers reserve balances adequate and proper, changes in economic conditions in specific markets in which we operate could have an effect on the reserve balances required.

Accounts and Notes Receivable Valuation. We value accounts and notes receivable, net of an allowance for doubtful accounts. Each fiscal quarter, we prepare an analysis of our ability to collect outstanding receivables that provides a basis for an allowance estimate for doubtful accounts. In doing so, we evaluate the age of our receivables, past collection history, current financial conditions of key customers, and economic conditions. Based on this evaluation, we establish a reserve for specific accounts and notes receivable that we believe are uncollectible, as well as an estimate of uncollectible receivables not specifically known. Portions of our accounts receivable are protected by a security interest in products held by customers, which minimizes our collection exposure. A deterioration in the financial condition of any key customer or a significant slow-down in the economy could have a material negative impact on our ability to collect a portion or all of the accounts and notes receivable. We believe that an analysis of historical trends and our current knowledge of potential collection problems provide us with sufficient information to establish a reasonable estimate for an allowance for doubtful accounts. However, since we cannot predict with certainty future changes in the financial stability of our customers or in the general economy, our actual future losses from uncollectible accounts may differ from our estimates. In the event we determined that a smaller or larger uncollectible accounts reserve is appropriate, we would record a credit or charge to SG&A expense in the period that we made such a determination.

New Accounting Pronouncements to be Adopted

In December 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 141 (Revised 2007), “Business Combinations.” SFAS No. 141R applies to all business combinations and requires most identifiable assets, liabilities, noncontrolling interests, and goodwill acquired to be recorded at “full fair value.” We will adopt the provisions of SFAS No. 141R to any business combination occurring on or after November 1, 2009, as required.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures concerning fair value. We will adopt the provisions of SFAS No. 157 for financial assets and liabilities and nonfinancial assets and liabilities measured at fair value on a recurring basis during the first quarter of fiscal 2009, as required. We will adopt the provisions of SFAS No. 157 for nonfinancial assets and liabilities that are not required or permitted to be measured on a recurring basis during the first quarter of fiscal 2010, as required. We are currently evaluating the requirements of SFAS No. 157 and, we do not expect this new pronouncement will have a material impact on our consolidated financial condition or results of operations.

In August 2006, the FASB issued Staff Position No. AUG AIR-1, “Accounting for Planned Major Maintenance Activities.” This Staff Position prohibits the use of the accrue-in-advance method of accounting for planned major maintenance activities in annual and interim financial reporting periods. We adopted the provisions of this Staff Position as of November 1, 2007, as required, and the adoption of this Staff Position will not have a material impact on our fiscal 2008 consolidated results of operations or financial condition.

In July 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN No. 48). This interpretation clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance

35




with SFAS No. 109, “Accounting for Income Taxes.” It prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. We adopted the provisions of this interpretation as of November 1, 2007, as required, and the adoption of this Interpretation will not have a material impact to our fiscal 2008 consolidated financial condition or results of operations.

No other new accounting pronouncement that has been issued but not yet effective for us during fiscal 2007 is expected to have a material impact on our consolidated financial statements.

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk stemming from changes in foreign currency exchange rates, interest rates, and commodity prices. We are also exposed to equity market risk pertaining to the trading price of our common stock. Changes in these factors could cause fluctuations in our net earnings and cash flows. See further discussions on these market risks below.

Foreign Currency Exchange Rate Risk. In the normal course of business, we actively manage the exposure of our foreign currency market risk by entering into various hedging instruments, authorized under company policies that place controls on these activities, with counterparties that are highly rated financial institutions. Our hedging activities involve the primary use of forward currency contracts. We use derivative instruments only in an attempt to limit underlying exposure from currency fluctuations and to minimize earnings and cash flow volatility associated with foreign currency exchange rate changes, and not for trading purposes. We are exposed to foreign currency exchange rate risk arising from transactions in the normal course of business, such as sales and loans to wholly owned subsidiaries as well as sales to third party customers and purchases from suppliers. Because our products are manufactured or sourced primarily from the United States, a stronger U.S. dollar generally has a negative impact on our results from operations outside the United States, while a weaker dollar generally has a positive effect. Our primary currency exchange rate exposure is with the Euro, the Australian dollar, the Canadian dollar, the British pound, the Mexican peso, and the Japanese yen against the U.S. dollar.

We enter into various contracts, principally forward contracts that change in value as foreign exchange rates change, to protect the value of existing foreign currency assets, liabilities, anticipated sales, and probable commitments. Decisions on whether to use such contracts are made based on the amount of exposures to the currency involved, and an assessment of the near-term market value for each currency. Worldwide foreign currency exchange rate exposures are reviewed monthly. The gains and losses on these contracts offset changes in the value of the related exposures. Therefore, changes in market values of these hedge instruments are highly correlated with changes in market values of underlying hedged items both at inception of the hedge and over the life of the hedge contract. During fiscal 2007, 2006, and 2005, the amount of losses treated as a reduction of net sales for contracts to hedge sales were $2.2 million, $0.4 million, and $3.0 million, respectively. The gains treated as a reduction to cost of sales for contracts to hedge inventory purchases were $1.0 million for fiscal 2007, $0.1 million for fiscal 2006, and $1.3 million for fiscal 2005.

The following foreign currency exchange contracts held by us have maturity dates in fiscal 2008. All items are non-trading and stated in U.S. dollars. Some derivative instruments we enter into do not meet the hedging criteria of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities;” therefore, changes in fair value are recorded in other income, net. The average contracted rate, notional amount, pre-tax value of derivative instruments in accumulated other comprehensive loss (AOCL), and fair value impact of derivative instruments in other income, net as of and for the fiscal year ended October 31, 2007 were as follows:

 

 

 

 

 

 

Value in

 

Fair Value

 

Dollars in thousands

 

Average

 

 

 

AOCL

 

Impact

 

(except average
contracted rate)

 

Contracted
Rate

 

Notional
Amount

 

Income
(Loss)

 

(Loss)
Gain

 

Buy U.S. $/Sell Canadian dollar

 

 

0.9899

 

$

7,919.0

 

$

(551.0

)

$

43.5

 

Buy U.S. $/Sell Australian dollar

 

 

0.8722

 

57,973.3

 

(2,222.2

)

(2,667.2

)

Buy U.S. $/Sell Euro

 

 

1.3961

 

94,516.7

 

(3,438.5

)

(1,344.7

)

Buy U.S. $/Sell British pound

 

 

2.0598

 

3,707.6

 

 

(31.1

)

Buy Australian dollar/Sell U.S. $ 

 

 

0.9311

 

74.5

 

 

 

Buy Euro/Sell Australian dollar

 

 

0.6163

 

79.1

 

 

(3.4

)

Buy British pound/Sell U.S. $ 

 

 

2.0898

 

104.5

 

 

(0.6

)

Buy Japanese yen/Sell U.S. $ 

 

 

114.6200

 

87.2

 

 

(0.6

)

Buy Mexican peso/Sell U.S. $ 

 

 

11.0828

 

9,654.6

 

239.1

 

1,008.3

 

 

Our net investment in foreign subsidiaries translated into U.S. dollars is not hedged. Any changes in foreign currency exchange rates would be reflected as a foreign currency translation adjustment, a component of accumulated other comprehensive loss in stockholders’ equity, and would not impact net earnings.

Interest Rate Risk. Our market risk on interest rates relates primarily to LIBOR-based short-term debt from commercial banks as well as the potential increase in fair value of long-term debt resulting from a potential decrease in interest rates. However, we do not have a cash flow or earnings exposure due to market risks on long-term debt. We generally do not use interest rate swaps to mitigate the impact of fluctuations in interest rates. As of October 31, 2007, our financial liabilities with exposure to changes

36




in interest rates consisted mainly of $0.4 million of short-term debt outstanding. Assuming a hypothetical increase of one percent (100 basis points) in short-term interest rates, with all other variables remaining constant, including the average balance of short-term debt outstanding during fiscal 2007, interest expense would have increased $0.5 million in fiscal 2007. Included in long-term debt is $229.2 million of fixed-rate debt that is not subject to variable interest rate fluctuations. As a result, we have no earnings or cash flow exposure due to market risks on our long-term debt obligations. As of October 31, 2007, the estimated fair value of long-term debt with fixed interest rates was $241.6 million compared to its carrying value of $229.2 million. The fair value is estimated by discounting the projected cash flows using the rate that similar amounts of debt could currently be borrowed.

During the second quarter of fiscal 2007, we entered into three treasury lock agreements based on a 30-year U.S. Treasury security with a principal balance of $30 million for two of the agreements and $40 million for the third agreement. These treasury lock agreements provided for a single payment at maturity, which was April 23, 2007, based on the change in value of the reference treasury security. These agreements were designated as cash flow hedges and resulted in a net settlement of $0.2 million. This loss is recorded in accumulated other comprehensive loss, and will be amortized to interest expense over the 30-year term of the senior notes.

Commodity Risk. We are subject to market risk from fluctuating market prices of certain purchased commodity raw materials including steel, aluminum, fuel, petroleum-based resin, and linerboard. In addition, we are a purchaser of components and parts containing various commodities, including steel, aluminum, copper, lead, rubber, and others which are integrated into our end products. While such materials are typically available from numerous suppliers, commodity raw materials are subject to price fluctuations. We generally buy these commodities and components based upon market prices that are established with the vendor as part of the purchase process. We generally attempt to obtain firm pricing from most of our suppliers for volumes consistent with planned production. To the extent that commodity prices increase and we do not have firm pricing from our suppliers, or our suppliers are not able to honor such prices, we may experience a decline in our gross margins to the extent we are not able to increase selling prices of our products or obtain manufacturing efficiencies to offset increases in commodity costs. Further information regarding rising prices for commodities is presented in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation” of this report in the section entitled “Inflation.”

We enter into fixed-price contracts for future purchases of natural gas in the normal course of operations as a means to manage natural gas price risks. These contracts meet the definition of “normal purchases or normal sales” and therefore, are not considered derivative instruments for accounting purposes. Our manufacturing facilities enter into these fixed-price contracts for approximately 70 to 85 percent of their monthly anticipated usage.

Equity Price Risk. The trading price volatility of Toro common stock impacts compensation expense related to our stock-based compensation plans. Further information is presented in Note 9 of the notes to our consolidated financial statements regarding our stock-based compensation plans.


 

37




ITEM 8.            FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining an adequate system of internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, for The Toro Company and its subsidiaries. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, projection of any evaluation of the effectiveness of internal control over financial reporting to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management, with the participation of the Company’s Chairman of the Board, President, Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s internal control over financial reporting as of October 31, 2007. In making this evaluation, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework. Based on this assessment, management concluded that the Company’s internal control over financial reporting was effective as of October 31, 2007.

/s/ Michael J. Hoffman

 

Chairman of the Board, President, and Chief Executive Officer

 

/s/ Stephen P. Wolfe

 

Vice President, Finance and Chief Financial Officer

 

 

Further discussion of the Company’s internal controls and procedures is included in Part II, Item 9A, “Controls and Procedures” of this report.

38




Report of Independent Registered Public Accounting Firm

The Stockholders and Board of Directors
The Toro Company:

We have audited the accompanying consolidated balance sheets of The Toro Company as of October 31, 2007 and 2006, and the related consolidated statements of earnings, stockholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended October 31, 2007. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule listed in Item 15(a) 2. We also have audited The Toro Company’s internal control over financial reporting as of October 31, 2007, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Toro Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of The Toro Company as of October 31, 2007 and 2006, and the results of its operations and its cash flows for each of the years in the three-year period ended October 31, 2007, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. It is also our opinion, The Toro Company maintained, in all material respects, effective internal control over financial reporting as of October 31, 2007, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As discussed in Note 1 to the consolidated financial statements, the company adopted the provisions of Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans,” as of October 31, 2007.

GRAPHIC

Minneapolis, Minnesota
December 21, 2007

39




CONSOLIDATED STATEMENTS OF EARNINGS

(Dollars and shares in thousands, except per share data) Fiscal years ended October 31

 

2007

 

2006

 

2005

 

Net sales

 

$

1,876,904

 

$

1,835,991

 

$

1,779,387

 

Cost of sales

 

1,198,529

 

1,192,675

 

1,164,021

 

Gross profit

 

678,375

 

643,316

 

615,366

 

Selling, general, and administrative expense

 

454,726

 

440,440

 

432,640

 

Earnings from operations

 

223,649

 

202,876

 

182,726

 

Interest expense

 

(19,445

)

(17,672

)

(17,733

)

Other income, net

 

9,023

 

7,550

 

5,279

 

Earnings before income taxes

 

213,227

 

192,754

 

170,272

 

Provision for income taxes

 

70,791

 

63,609

 

56,190

 

Net earnings

 

$

142,436

 

$

129,145

 

$

114,082

 

Basic net earnings per share of common stock

 

$

3.50

 

$

3.01

 

$

2.55

 

Diluted net earnings per share of common stock

 

$

3.40

 

$

2.91

 

$

2.45

 

Weighted-average number of shares of common stock
outstanding –
Basic

 

40,682

 

42,887

 

44,714

 

Weighted-average number of shares of common stock
outstanding –
Diluted

 

41,864

 

44,344

 

46,539

 

 

The financial statements should be read in conjunction with the Notes to Consolidated Financial Statements.

40




CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share data) October 31

 

2007

 

2006

 

ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

62,047

 

$

55,523

 

Receivables, net:

 

 

 

 

 

Customers (net of $3,647 and $2,339 as of October 31, 2007 and 2006, respectively, for allowance for doubtful accounts)

 

273,527

 

284,082

 

Other

 

9,588

 

10,751

 

Total receivables, net

 

283,115

 

294,833

 

Inventories, net

 

251,275

 

238,544

 

Prepaid expenses and other current assets

 

10,677

 

9,437

 

Deferred income taxes

 

57,814

 

55,846

 

Total current assets

 

664,928

 

654,183

 

Property, plant, and equipment, net

 

170,672

 

166,323

 

Deferred income taxes

 

5,185

 

1,862

 

Other assets

 

9,153

 

10,011

 

Goodwill

 

86,224

 

81,469

 

Other intangible assets, net

 

14,675

 

5,225

 

Total assets

 

$

950,837

 

$

919,073

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current portion of long-term debt

 

$

1,611

 

$

 

Short-term debt

 

372

 

320

 

Accounts payable

 

90,966

 

89,673

 

Accrued liabilities:

 

 

 

 

 

Warranty

 

62,030

 

65,235

 

Advertising and marketing programs

 

53,765

 

50,124

 

Compensation and benefit costs

 

61,462

 

77,721

 

Income taxes

 

2,089

 

8,060

 

Other

 

69,175

 

51,496

 

Total current liabilities

 

341,470

 

342,629

 

Long-term debt, less current portion

 

227,598

 

175,000

 

Deferred revenue and other long-term liabilities

 

11,331

 

9,415

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, par value $1.00, authorized 1,000,000 voting and 850,000 non-voting shares, none issued and outstanding

 

 

 

Common stock, par value $1.00, authorized 100,000,000 shares, issued and outstanding 37,950,831 shares as of October 31, 2007 (net of 16,081,389 treasury shares) and 40,355,714 shares as of October 31, 2006 (net of 13,676,506 treasury shares)

 

37,951

 

40,356

 

Retained earnings

 

335,384

 

358,522

 

Accumulated other comprehensive loss

 

(2,897

)

(6,849

)

Total stockholders’ equity

 

370,438

 

392,029

 

Total liabilities and stockholders’ equity

 

$

950,837

 

$

919,073

 

 

The financial statements should be read in conjunction with the Notes to Consolidated Financial Statements.

41




CONSOLIDATED STATEMENTS OF CASH FLOWS

 (Dollars in thousands) Fiscal years ended October 31

 

2007

 

2006

 

2005

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net earnings

 

$

142,436

 

$

129,145

 

$

114,082

 

Adjustments to reconcile net earnings to net cash provided by operating activities:

 

 

 

 

 

 

 

Non-cash asset impairment

 

 

 

23

 

Provision for depreciation and amortization

 

42,105

 

42,564

 

42,829

 

Equity losses from investments

 

361

 

1,559

 

1,468

 

Gain on disposal of property, plant, and equipment

 

(194

)

(110

)

(260

)

Increase in deferred income taxes

 

(522

)

(1,709

)

(9,012

)

Stock-based compensation expense

 

7,293

 

6,641

 

9,312

 

Changes in operating assets and liabilities, net of effect of acquisitions:

 

 

 

 

 

 

 

Receivables, net

 

9,033

 

75

 

7,381

 

Inventories, net

 

(1,915

)

(522

)

(1,210

)

Prepaid expenses and other assets

 

(977

)

9,390

 

462

 

Accounts payable, accrued expenses, and deferred revenue

 

(14,046

)

3,238

 

9,008

 

Net cash provided by operating activities

 

183,574

 

190,271

 

174,083

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

Purchases of property, plant, and equipment

 

(42,168

)

(39,885

)

(37,432

)

Proceeds from disposal of property, plant, and equipment

 

267

 

1,033

 

2,740

 

Investments in affiliates

 

 

(371

)

(757

)

Decrease in other assets

 

1,494

 

1,161

 

1,550

 

Proceeds from sale of a business

 

 

 

765

 

Acquisitions, net of cash acquired

 

(9,881

)

 

(35,285

)

Net cash used in investing activities

 

(50,288

)

(38,062

)

(68,419

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Decrease in short-term debt, net

 

(10

)

(5

)

(774

)

Issuance of long-term debt, net of costs

 

121,491

 

 

 

Repayments of long-term debt

 

(75,000

)

(46

)

(45

)

Excess tax benefits from stock-based awards

 

13,775

 

13,131

 

5,989

 

Proceeds from exercise of stock options

 

13,255

 

10,683

 

8,164

 

Purchases of Toro common stock

 

(182,843

)

(146,543

)

(156,972

)

Dividends paid on Toro common stock

 

(19,459

)

(15,421

)

(10,755

)

Net cash used in financing activities

 

(128,791

)

(138,201

)

(154,393

)

Effect of exchange rates on cash

 

2,029

 

113

 

(625

)

Net increase (decrease) in cash and cash equivalents

 

6,524

 

14,121

 

(49,354

)

Cash and cash equivalents as of the beginning of the fiscal year

 

55,523

 

41,402

 

90,756

 

Cash and cash equivalents as of the end of the fiscal year

 

$

62,047

 

$

55,523

 

$

41,402

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

Cash paid during the fiscal year for:

 

 

 

 

 

 

 

Interest

 

$

18,234

 

$

18,365

 

$

18,310

 

Income taxes

 

61,257

 

56,985

 

46,761

 

Stock issued in connection with stock-based compensation plans

 

4,971

 

6,176

 

4,284

 

Long-term debt issued in connection with an acquisition

 

6,000

 

 

 

 

The financial statements should be read in conjunction with the Notes to Consolidated Financial Statements.

42




CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
AND COMPREHENSIVE INCOME

(Dollars in thousands)

 

Common
Stock

 

Retained
Earnings

 

Accumulated
Other
Comprehensive
Loss

 

Total
Stockholders’
Equity

 

Comprehensive
Income

 

Balance as of October 31, 2004

 

$

45,036

 

$

386,925

 

 

$

(11,142

)

 

$

420,819

 

 

 

 

Cash dividends paid on common stock – $0.24 per share

 

 

(10,755

)

 

 

 

(10,755

)

 

 

 

Issuance of 784,610 shares under stock-based compensation plans

 

785

 

13,374

 

 

 

 

14,159

 

 

 

 

Contribution of stock to a deferred compensation trust

 

 

3,151

 

 

 

 

3,151