UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ý☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Fiscal Year Ended October 31, 20182021
or
o☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Transition Period from to
Commission file number: 1-8649
THE TORO COMPANY
(Exact name of registrant as specified in its charter)
|
| | | | | | | |
| Delaware | | 41-0580470 |
(State or other jurisdictionOther Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification Number)No.) |
8111 Lyndale Avenue South
Bloomington, Minnesota 55420-1196
Telephone number: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 Classeach class | Trading Symbol(s) | Name of Each Exchangeeach exchange on Which Registeredwhich registered |
| Common Stock, par value $1.00 per share | TTC | 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 ý☒ 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 ý☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý☒ No o☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý☒ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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. ý☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company," and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Large accelerated filerý | ☒ | Accelerated filer | Accelerated filer o☐
| Non-accelerated filer | Non-accelerated filer o☐
| | Smaller reporting companyo | ☐ | Emerging growth companyo | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o☐ No ý☒
The aggregate market value of the common stock held by non-affiliates of the registrant, based on the closing price of the common stock on May 4, 2018,April 30, 2021, the last business day of the registrant's most recently completed second fiscal quarter, as reported by the New York Stock Exchange, was approximately $6.2$12.3 billion.
The number of shares of the registrant's common stock outstanding as of December 14, 201810, 2021 was 105,833,855.104,486,029.
Documents Incorporated by Reference: Portions of the registrant's definitive Proxy Statement for the 20192022 Annual Meeting of Shareholders expected to be held March 19, 201915, 2022 are incorporated by reference into Part III of this Annual Report on Form 10-K.
THE TORO COMPANY
FORM 10-K
TABLE OF CONTENTS
| | | | | | | | |
| Description | | Page Number |
| |
| | |
| Description | Page Number |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| Information About Our Executive Officers | |
| | |
|
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
| | |
| | |
| | |
| | |
| |
| | |
GENERAL
Unless the context requires otherwise, references to “TTC,” the “Company,” “we,” “us,” and “our,” refer to The Toro Company and its consolidated subsidiaries. References to fiscal years, such as "fiscal 2021," are to the fiscal year ending on October 31 of the specified year.
We use “Toro” and other marks as trademarks in the United States and/or in other countries. This Annual Report on Form 10-K contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this Annual Report on Form 10-K, including logos, artwork and other visual displays, may appear without the ® or ™ symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other entities’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other entity.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains, or incorporates by reference, not only historical information, but also forward-looking statements regarding future events and our future results within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"), and the Private Securities Litigation Reform Act of 1995, 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 websites or otherwise. Statements that are not historical are forward-looking and reflect expectations and assumptions that we believe to be reasonable. Forward-looking statements are based on our current expectations of future events, and often can be identified in this report and elsewhere by using words such as "expect," "strive," "looking ahead," "outlook," "guidance," "forecast," "goal," "optimistic," "encourage," "anticipate," "continue," "plan," "estimate," "project," "target," "improve," "believe," "become," "should," "could," "will," "would," "possible," "promise," "may," "likely," "intend," "can," "seek," "pursue," "potential," "pro forma," variations of such words or the negative thereof, and similar expressions or future dates. Our forward-looking statements generally relate to our future performance and may include, among others, statements relating to:
•our anticipated operating results, liquidity requirements, financial condition, and the anticipated impacts of the COVID-19 pandemic, and the current global supply chain disruptions and inflationary environment;
•our business strategies, priorities, goals, and commitments; and
•the effect of laws, rules, policies, regulations, tax reform, new accounting pronouncements, and outstanding litigation on our business and future performance.
Forward-looking statements are only predictions and involve risks and uncertainties that could cause actual results to differ materially from those projected or implied in the forward-looking statements. The factors known to us that could materially adversely affect our business, reputation, operations, industry, financial position, or future financial performance are described in Part I, Item 1A, "Risk Factors," of this Annual Report on Form 10-K. We caution readers not to place undue reliance on any forward-looking statement which speaks only as of the date made and to recognize that forward-looking statements are predictions of future results, which may not occur as anticipated. Actual results could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described elsewhere in this Annual Report on Form 10-K, 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 Annual Report on Form 10-K, including in Part I, Item 1A, "Risk Factors," are not exclusive and further information concerning the company and our businesses, including factors that potentially could materially affect our financial results or condition, may emerge from time to time. We make no commitment to revise or update any forward-looking statements in order to reflect actual results, events or circumstances occurring or existing after the date any forward-looking statement is made, or changes in factors or assumptions affecting such forward-looking statements. We advise you, however, to consult any further disclosures we make on related subjects in our future Quarterly Reports on Form 10-Q and Current Reports on Form 8-K we file with, or furnish to, the United States Securities and Exchange Commission.
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," "our," or "us" refer to The Toro Company and its consolidated subsidiaries. Our executive offices are located at 8111 Lyndale Avenue South, Bloomington, Minnesota, 55420-1196, and our telephone number is (952)-888-8801.888-8801. Our web sitewebsite for corporate and investor information is www.thetorocompany.com which also contains links to our branded product sites.. The information contained on our web siteswebsites or connected to our web siteswebsites is not incorporated by reference into, this Annual Report on Form 10-K (this "report") and should not be considered part of, this report.Annual Report on Form 10-K.
We design, manufacture, market, and marketsell professional turf maintenance equipment and services,services; turf irrigation systems,systems; landscaping equipment and lighting products,products; snow and ice management products,products; agricultural irrigation systems ("ag-irrigation"), systems; rental, specialty and specialtyunderground construction equipment,equipment; and residential yard and snow thrower products. We produced our first mower for golf course use in 1919 when we mounted five reel mowers on a Toro tractor, and we introduced our first lawn mower for residential use in 1938. We have continued to enhance our product lines over the more than 100 years we have been in business. We classify our operations into two reportable business segments: Professional and Residential. Our remaining activities are presented as "Other" due to their insignificance. These Other activities consist of earnings (loss) from our wholly-owned domestic distribution company, corporate activities, and the elimination of intersegment revenues and expenses. Net sales of our reportable segments and Other activities accounted for the following percentages of our consolidated net sales for fiscal 2018: Professional, 74 percent; Residential, 25 percent; and Other, 1 percent.
Our products are advertisedmarketed and sold worldwide through a network of distributors, dealers, mass retailers, hardware retailers, equipment rental centers, home centers, as well as online (direct to end-users) under the primary trademarks of Toro®, Exmark®Ditch Witch®, eXmark®, BOSS®, Irritrol®Ventrac®, Hayter®American Augers®, Trencor®, Pope®, Subsite®, HammerHead®, Radius®, PERROT®, Hayter®, Unique Lighting Systems®, Irritrol®, and Lawn-Boy®, most of which are registered in the United States ("U.S.") and/or in the primary countries outside the U.S. where we market our products branded under such products. This report also contains trademarks, trade names, and service marks that are owned by other persons or entities, such as The Home Depot, Inc. ("The Home Depot").trademarks.
We emphasizefocus on innovation and quality and innovation in our products, customer service, manufacturing, and marketing. We strive to provide innovative, well-built, and dependable products supported by an extensive service network. We have committedcommit to funding for research, development, and engineering activities in order to improve and enhance 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 net sales has historically been, and we expect will continue to be, attributable to new and enhanced products. We define new products as those introduced in the current and previous two fiscal years.
We have continued to complement our brands, enhance our product portfolios, and improve our technologies through innovation and strategic acquisitions over the more than 100 years we have been in business. We plan to continue to leverage a strategic and disciplined approach to pursue targeted acquisitions using a disciplined approach that addsadd value whileto TTC by complementing our existing brands, enhancing our product portfolio, and/or improving our technologies.
We classify our operations into two reportable business segments: Professional and product portfolio.Residential. Our remaining activities are presented as "Other" due to their insignificance.
These Other activities consist of earnings (loss) from our wholly-owned domestic distribution company, our corporate activities, and the elimination of intersegment revenues and expenses. Net sales of our reportable segments and Other activities accounted for the following percentages of our consolidated net sales for fiscal 2021: Professional, 74.0 percent; Residential, 25.5 percent; and Other, 0.5 percent.
Our purpose is to help our customers enrich the beauty, productivity, and sustainability of the land. Our vision is to be the most trusted leader in solutions for the outdoor environment. Every day. Everywhere. Our mission is to deliver superior innovation and to deliver superior customer care. Sustainability is the foundation of our enterprise strategic priorities of accelerating growth, driving productivity and operational excellence, and empowering our people. Our focus on alternative power, smart connected, and autonomous solutions, as well as our continued efforts to address sustainability-focused matters, including environmental, social, and governance priorities, are embedded as part of our "Sustainability Endures" initiative.
Impact of COVID-19
In March 2020, the World Health Organization declared the novel coronavirus ("COVID-19," "virus," or "the pandemic,") outbreak a global pandemic. COVID-19 has negatively impacted public health and portions of the global economy, significantly disrupted global supply chains, and created volatility in financial markets. The adverse global economic impact of the pandemic has had a material impact on parts of our business, customers, and suppliers and caused many challenges for our business and manufacturing operations during fiscal 2021. The continuing implications of COVID-19 on our business remain uncertain and will depend on certain future developments, including the duration of the pandemic; any adverse impact due to variants of the virus; its impact on market demand for our products; its impact on our employees, customers, and suppliers; the range of government mandated restrictions and other measures; and the success of the deployment of approved COVID-19 vaccines, their effectiveness against the novel strain and related variants, and their rate of adoption. This uncertainty could have a material impact on our business and manufacturing operations in future periods. Additional information regarding the impact of COVID-19 on our business can be found under the section titled "Impact of COVID-19" included within Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of this Annual Report on Form 10-K and risks related to COVID-19 can be found under Part I, Item 1A, "Risk Factors," of this Annual Report on Form 10-K.
Business Combinations
Acquisition of Venture Products, Inc.
On March 2, 2020, during the second quarter of fiscal 2020, we completed our acquisition of Venture Products, Inc. ("Venture Products"), a privately held Ohio corporation and
manufacturer of Ventrac-branded products. Venture Products designs, manufactures, markets, and sells articulating turf, landscape, and snow and ice management equipment for grounds, landscape contractor, golf, municipal, and rural acreage customers and provides innovative product offerings that broadened and strengthened our Professional segment and expanded our dealer network. The acquisition consideration was $163.2 million, of which $24.9 million of cash consideration was paid to the former Venture Products shareholders during fiscal 2021 upon the satisfaction of indemnification and certain other obligations of Venture Products to the company. We funded the acquisition consideration with borrowings under our $600.0 million five-year unsecured senior revolving credit facility ("revolving credit facility") and net cash provided by operating activities. For additional information regarding the Venture Products acquisition, refer to Note 2, Business Combinations and Asset Acquisitions, in the Notes to Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data," of this Annual Report on Form 10-K.
Acquisition of The Charles Machine Works, Inc.
On April 1, 2019, during the second quarter of fiscal 2019, we completed our acquisition of The Charles Machine Works, Inc. ("CMW"), a privately held Oklahoma corporation. CMW designs, manufactures, and markets a range of professional products to serve the underground construction market, including horizontal directional drills, walk and ride trenchers, stand-on skid steers, vacuum excavators, asset locators, pipe rehabilitation solutions, and after-market tools. CMW provides innovative product offerings that broadened and strengthened our Professional segment product portfolio and expanded our dealer network, while also providing a complementary geographic manufacturing footprint. The acquisition consideration was $685.0 million, which we funded by using a combination of cash proceeds from the issuance of borrowings under our $500.0 million unsecured senior term loan credit agreement and borrowings from our revolving credit facility. For additional information regarding the CMW acquisition and the financing agreements utilized to fund the aggregate merger consideration, refer to Note 2, Business Combinations and Asset Acquisitions, in the Notes to Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data," of this Annual Report on Form 10-K.
Products by Market
We strive to be a leader in adapting advanced technologies to products and services that provide innovative solutions for turf care maintenance, landscapes,maintenance; landscapes; agricultural fields,fields; rental, specialty, and specialty construction,underground construction; snow and ice management,management; and residential demands. The following is a summary of our products, by market, for our Professional segment and our products for our Residential segment:segment.
Professional Segment
We design professional turf,turf; landscape and lighting,lighting; rental, specialty, and specialty construction,underground construction; snow and ice management,management; and agricultural productsproducts. We market and market themsell Professional segment products worldwide through a network of distributors and dealers, as well as directly to government customers, rental companies, and large retailers. These channel partners then sell or rent our products primarily to professional users engaged in creating, renovating, and illuminating landscapes; irrigating turf and agricultural fields; installing, repairing, and replacing underground utilities; managing snow and ice needs; maintaining turf, such as golf courses, sports fields, municipal properties, as well as residential and commercial landscapes; installing, repairing, and replacing underground pipe and utilities; managing snow and ice demands; irrigating turf and agricultural fields; and creating, renovating, and illuminating landscapes. The following sections describe our Professional segment products by market.
Golf Market
ProductsWe design, manufacture, market, and sell equipment products under the Toro and Ventrac brands that are intended to provide innovative solutions for golf course turf maintenance. Equipment 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; greens rollers; all-wheel drive articulating tractors; turf sprayer equipment; utility vehicles; aeration equipment; and bunker maintenance equipment, and other specialty turf equipment. In fiscal 2018, we introduced the Outcross® 9060, a multi-purpose, turf-friendly vehicle that is designed to perform the work of a tractorWe also market and super-duty utility vehicle with multiple attachment options. In fiscal 2018, we also introduced the Groundsmaster® 1200 pull behind rotary, a new attachment compatible with the Outcross®, which is designed to deliver the same combination of productivity, durability, and superior cut as the other Groundsmaster® equipment, with features such as a 12-foot width of cut and independently articulating decks.
We manufacture and market undergroundsell irrigation systemsproducts for the golf market under the Toro brand that are designed to provide innovative water application solutions for golf course market, includingturf maintenance. These irrigation products predominantly consist of sprinkler heads, controllers, turf sensors, and electric, battery-operated, and hydraulic
valves. These equipment and irrigation systemsproducts are designedprimarily sold to use computerized management systemsdistributors and a varietydealers, who then sell to owners, managers and/or superintendents of other technologies to help users manage their consumption of water. Several of our golf course sprinklers are equipped with an innovative TruJectory™ feature that provides an adjustable angle of nozzle trajectory, as well as enhanced water distribution control. Our Network VP® Satellite combines modular flexibility, ease of use, and increased control in a single controller with programming to the individual station level that supports station-based flow management. Our Turf Guard® wireless soil monitoring systems are designed to measure and communicate soil moisture, salinity, and temperature through sensors to a user's software. Our R Series™ conversion assemblies enable the upgrade of select competitive sprinklers to our technologies, such as the above-mentioned TruJectory™ or ratcheting riser. Our INFINITY® Series golf course sprinklers with the Smart Access® feature are designed to provide easy access to critical components of the sprinkler without needing to dig. In fiscal 2018, we introduced the Lynx® Smart Module system, which is designed to provide greater visibility into course irrigation systems and allow superintendents to control the irrigation of their course from a web-enabled device, or via our National Support Network, which provides remote troubleshooting. Our Geolink® precision spray system for Multi Pro® sprayers is the industry's first turf-based precision spray system designed to allow repeatable sub-inch location accuracy and individual nozzle control that benefits distribution control.
Landscape Contractor Market
We market products to landscape contractors under the Toro and Exmark brands. Products for the landscape contractor market include zero-turn radius riding mowers, heavy-duty walk behind mowers, mid-size walk behind mowers, stand-on mowers, as well as turf renovation and tree care equipment. We offer some products with electronic fuel injection engine options, which are designed to provide improved fuel efficiency and lower emissions. In fiscal 2018, we introduced the new line of Exmark Lazer Z® and Toro Z Master® commercial zero-turn riding mower platforms, which feature liquid-cooled diesel engines. These diesel platforms feature multiple cutting deck options, including deck widths up to 96 inches long, designed to allow landscape professionals to be more productive and withstand labor shortages.
In addition, in fiscal 2018, we acquired substantially all of the assets of, and assumed certain liabilities for, L.T. Rich Products, Inc. ("L.T. Rich"), a manufacturer of professional zero-turn spreader/sprayers, aerators, and snow and ice management equipment. The addition of these products broadens and strengthens the company’s turf renovation solutions for the landscape contractor market and includes the Z-Spray™ line of zero-turn stand-on spreader/sprayers, which are built for productivity, durability, and precise application.courses.
Sports Fields and Grounds Market
ProductsWe design, manufacture, market, and sell Toro and Ventrac-branded equipment products that are intended to provide innovative turf maintenance solutions to sports fields and grounds customers. Equipment products for the sports fields and grounds market primarily include riding rotary and reel mowers and attachments, aerators, infield
grooming equipment, all-wheel drive articulating tractors, multipurpose vehicles and debris management products, which include versatile debris vacuums, blowers, and sweepers. In addition to equipment products, we also market and sell irrigation products under the Toro and PERROT brands that are designed to provide innovative water application solutions for sports fields and grounds turf maintenance. These irrigation products primarily include sprinkler heads, controllers, turf sensors, and electric, battery-operated, and hydraulic valves. These products are primarily sold throughto distributors and dealers, who then sell to owners and/or managers of sports fields, governmental properties, and residential and commercial landscapes, as well as directly to government customers. In
Our fiscal 2018, we expanded our Toro Workman® GTX product line, which can be used for turf maintenance, towing, and industrial hauling, with all new electronic fuel injection models and attachments. The new Outcross® 9060 and Groundsmaster® 1200, discussed in more detail within the section titled "Golf Market",2020 acquisition of Venture Products added Ventrac-branded products that are also designed to be innovative, turf maintenance solutions for ourmeet the needs of customers in the sports fields and grounds market.
market, as well as customers in the snow and ice management, golf, and landscape contractor markets. In fiscal 2017,2021, we acquiredintroduced the Regnerbau Calw GmbH ("Perrot") irrigation business which manufactures and markets PERROT®-branded irrigation productsnew 4520 Tractor that provide solutions for a variety of applications. The PERROT® VP3, our piston drive, valve-in-head, pop-up sprinkler is designed to provide full coverageincreased hydraulic power, faster hydraulic speed, quieter operation, and other performance enhancing features as compared to the previous model.
Landscape Contractor Market
We design, manufacture, market, and sell equipment products under the Toro, eXmark, and Ventrac brands that are intended to provide innovative turf management solutions to landscape contractors. Equipment products for the landscape contractor market include zero-turn radius riding mowers, heavy-duty walk behind mowers, mid-size walk behind mowers, stand-on mowers, and all-wheel drive articulating tractors, as well as lawn solution, turf renovation, and tree care equipment. These equipment products are primarily sold to distributors and dealers, who then sell to landscape contractors engaged in turf maintenance activities.
In fiscal 2021, our Toro brand introduced the innovative Revolution Series of sports fields without the need to have sprinklers installed on the field. The new nozzle technology on the VP3fully electric GrandStand® and Z Master® zero-turn riding mower product lines, which are commercial-grade models designed for professional use and feature our HyperCell™ battery system, which is designed to provide casting rangeslonger runtime and extended battery life required by landscape contractors. In fiscal 2021, our eXmark brand introduced the Vertex® S-Series, a new stand-on zero-turn riding mower platform designed to provide enhanced operator stability and maneuverability to improve overall operator comfort and features our UltraCut® Series 4 side-discharge cutting deck.
Underground Construction Market
We design, manufacture, market, and sell a range of professional grade products to serve the underground construction market, including horizontal directional drills, walk and ride trenchers, vacuum excavators, horizontal directional drilling guidance and support equipment, utility locators, utility inspection systems, pipe rehabilitation and replacement solutions, as well as after-market tools, including drive chucks and sub savers, drill pipe, starter rods and quick connects, bits and blades, rock tools, reamers, and swivels. Such products are utilized by specialty contractors worldwide to install water, gas, electric, telecommunication, fiber optic, and other utility distribution systems. Our fiscal 2019 acquisition of CMW added a variety of new products to our underground construction product portfolio with high distribution conformity while saving water.a family of brands sold under the trade names of Ditch Witch, American Augers, Trencor, HammerHead, Subsite, and Radius. In addition, we offerfiscal 2021, HammerHead introduced the PERROT® TRITON-L whichnewly redesigned Bluelight® LED Cured in Place Pipe lining system designed for rehabilitation and replacement of laterals and small drain pipes. This innovative LED light technology uses a specially formulated resin that is designed to have high rotation speed, high stabilitycure up to five times faster than other methods.
During fiscal 2019, after the completion of the water jet,CMW acquisition, we announced the wind down of our Toro-branded large horizontal directional drill and top-serviceability.riding trencher product categories ("Toro underground wind down") as part of our integration plan for the CMW business and to allow us to maximize efficiencies and cost synergies post-acquisition and adapt to changing underground construction market conditions regarding our underground product portfolio. We completed the Toro underground wind down during fiscal 2020. For additional information regarding the Toro underground wind down, refer to Note 7, Management Actions, in the Notes to Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data," of this Annual Report on Form 10-K.
Rental and Specialty Construction Market
We design, manufacture, market, and sell Toro and Ditch Witch-branded equipment products that are intended to provide innovative solutions to serve the rental and specialty construction market. These products primarily consist of stand-on skid steers, walk-behind trenchers, stump grinders, and turf renovation products. We also have a line of Toro-branded rental products that feature concrete and mortar mixers, material handlers, compaction equipment, and other concrete construction equipment. Our rental and specialty construction equipment products are mainly sold to rental companies and large retailers who subsequently rent the products to end-users, as well as to dealers who market and sell to end-customers primarily consisting of landscape contractors, municipalities, and other government entities.
Snow and Ice Management Market
ProductsWe design, manufacture, market, and sell equipment products under the BOSS, Ventrac, and Toro brands that are intended to provide innovative snow removal and ice management solutions for the snow and ice management market are marketed mainly in North America under the BOSS brand and include snowplows, salt and sand spreaders, and related parts, as well asmarket. These equipment products primarily consist of snowplows; ice control products; accessories for light and medium duty trucks, all-terrain vehicles, utility task vehicles, skid steers, and front-end loaders.loaders; and all-wheel drive articulating tractors, sidewalk snow and ice solution vehicles, and related attachments and accessories. These products are mainly sold through distributors and dealers who thenmarket and sell to end-users that in many cases are the same customers as those in ourend-customers primarily consisting of landscape contractor and sports fields and grounds markets, such as contractors, municipalities, and other governmentalgovernment entities. As previously mentioned, we acquired L.T. Rich during fiscal 2018, which included the stand-on Snowrator®. The Snowrator® broadened our snow and ice management product portfolio and is designed to increase contractor snow and ice removal efficiency through its ability to operate on sidewalks, driveways, and other tight areas where shoveling by hand was previously necessary.
Rental and Specialty Construction Market
Products for the rental and specialty construction market include compact utility loaders, walk-behind trenchers, stump grinders, and turf renovation products. We also have a line of rental products that feature concrete and mortar mixers, material handlers, compaction equipment, and other concrete equipment. Our compact utility loaders are the cornerstone products for our rental and specialty construction businesses, which are designed to improve the efficiency in creation and renovation of landscapes. Our Dingo® TX 1000 compact utility loader provides market leading operating capacity in a lightweight, maneuverable design. We offer over 35 attachments for our compact utility loaders, including
trenchers, augers, vibratory plows, and backhoes. These products are mainly sold to rental companies and large retailers who subsequently rent the products to end-users. However, these products are also sold through distributors and dealers, who then sell to end-users that in many cases are the same customers as those in our landscape contractor market. In fiscal 2017, we introduced our MB TX 2500 Tracked Mud Buggy® featuring Endless Kevlar® reinforced tracks designed to increase job-site productivity by delivering high performance and outstanding traction on a wide range of terrains.
Underground Construction Market
We manufacture a line of directional drills and riding trenchers used to install water, gas, electric, and telecommunication distribution systems. Our underground products are used by specialty contractors worldwide. In fiscal 2018, we began shipping our innovative DD2226 directional drill featuring increased thrust, pull-back, and rotational torque designed to allow operators to pull back and turn larger reamers in tough ground conditions. The DD2226 also features our new SmartTouch® control mode designed to streamline pipe handling, reduce pipe loading cycle times, and increase overall productivity.
Residential/Commercial Irrigation and Lighting Market
Turf irrigationIrrigation products are designed, manufactured, marketed, and sold under the Toro and Irritrol brands and primarily include rotors; sprinkler bodies and nozzles; plastic, brass, and hydraulic valves; drip tubing and subsurface irrigation; electric control devices; and wired and wireless rain, freeze, climate, and soil sensors. These irrigation products are designed to provide innovative water application solutions for use inboth commercial and residential and commercial turf irrigation applications and can be installed into new systems or used to replace or retrofit existing systems. Most of the product lines are designed for professionally installed, underground automatic irrigation. Electric controllers activate valves and sprinklers in a typical irrigation system.landscapes. Both the Toro and Irritrol brands have received theseveral U.S. Environmental Protection Agency ("EPA") WaterSense award,awards, as well as the EPA WaterSense certification for
numerous irrigation controller families and models. In late fiscal 2018, we introduced2021, TTC was recognized for the new Irritrol KD2 Series controller, which offers a unique combination of sophisticated features and familiar operation while being compatibleseventh consecutive year with the WaterSense Excellence Award for our Climate Logic® Weather Sensing System, which automatically adjusts irrigation system watering times based on real-time weather data from an on-site sensor combined with historical averages.
Our retaildedication to offering products that are designed, in addition to other factors, to help our customers save water. In addition to our irrigation products, are designed for homeowner installationwe market and include sprinkler heads, valves, timers, sensors, and drip irrigation systems. The XTRA SMART® ECXTRA™ sprinkler timer and its intuitive, online Scheduling Advisor™ are designed to recommend the proper watering schedule based on the local weather, plant type, and sprinkler type.
We manufacture and market lighting products under thesell Unique Lighting Systems brand nameSystems-branded products primarily consisting of a line of high quality, professionally installed lighting fixtures and transformers designed for residentialcommercial and commercialresidential landscapes. Our commercial irrigation and lighting product line is offered throughproducts are predominantly sold to distributors and
dealers who market and sell to end-customers primarily consisting of landscape contractors that also purchase our irrigation products. Our Light Logic™ remote control system provides operators with wireless scene control for landscape lighting and can upgradeprofessionally install these products as new systems or use these products to replace or retrofit existing systems with expanded control. The Light Logic™ Plus system is designed to deliver cloud-based control from any location using a web-enabled computer or device for outdoor landscape features such as lighting, irrigation, and pond or fountain pumps. In fiscal 2018, we launched the new FLEX GOLDTM VIVID SERIES of LED lamps with adjustable white color temperature between 2700 – 6500K.systems.
Agricultural-IrrigationAg-Irrigation Market
ProductsIrrigation products for the agricultural-irrigationag-irrigation market include products that are designed, aroundmanufactured, marketed, and sold under the Toro brand and are intended to provide an efficient means of water application and usage in agricultural and greenhouse applications. These irrigation including Aqua-Traxx® PBXproducts primarily consist of drip tape, Neptune® flat emitter dripline, Blue Stripe® polyethylene tubing, BlueLine® drip line, emitters, filters, and NGE® emitters, all used in agriculture and landscape applications. Global food demand and increased water use restrictions have continued to drive the need for more efficient irrigation solutions for agriculture, including our Aqua-Traxx® FC (flow control) drip tape that is designed to allow growers to achieve water uniformity while retaining flexibility to adjust system flow rates when needed.fitting solutions. In addition to these core products, we offer a full complement of control devicesdesign software and connection options to complete the system, including a software package used to help design drip irrigation systems. Theseag-irrigation system. Our ag-irrigation products are sold mainly through dealers and distributors who then sell to end-users for use primarily in vegetable fields, fruit and nut orchards, vineyards, landscapes, and mines. In fiscal 2018, we released our Aqua-Traxx 7/8” 5-mil, which allows for higher uniformity as opposed to tape reused for multiple seasons and is designed to reduce the need for labor.vineyard applications.
Residential Segment
We market and sell our Residential segment products to homeowners through a variety of distribution channels, including outdoor power equipment distributors and dealers, mass retailers, hardware retailers, home centers, as well as online (direct to end-users). We also license our trademark on certain home solutions products as a means of expanding our brand presence. The following sections describe our Residential segment products.
Walk Power Mower Products
We design, manufacture, market, and market numeroussell walk power mower modelsequipment products under our Toro and Lawn-Boy brand names, as well as the Hayter brand in the United Kingdom. Our walk power mower equipment products are designed to provide innovative turf cutting solutions primarily to homeowners. Models differ as to cutting width, type of starter mechanism, method of grass clipping discharge, deck type, operational controls, and power sources, and are either self-propelled or operator-propelled push mowers. For the United Kingdom market, we offer a line of rear-roller walk power mowers, a design that provides a striped finish.
In fiscal 2018,2021, we expandedimproved upon our successful 22-inch Recycler® platform, with enhancements made to models powered by both gas engines as well as our 60V Flex-Force Power System®. These enhancements include the innovative PoweReverse® and SmartStow® technology to moreaddition of our walk power mower products. The PoweReverse® technologypatent-pending Vortex Technology, which is designed to help homeowners mow challenging areas with less effort, whileprovide additional airflow within the SmartStow® technology reduces the space needed for storage by allowingcutting chamber of the mower deck to be stored vertically.
enhance the grass clipping mulching process. Additionally, the platform features our redesigned Personal Pace® self-propel system and additional design
enhancements intended to improve grass clipping bagging performance. These upgrades were introduced across the channel on our rear wheel drive platform powered by both gas engines as well as our 60V Flex-Force Power System®.
Zero-Turn Riding ProductsMowers
We manufactureOur residential zero-turn riding mower equipment products are designed, manufactured, marketed, and market riding productssold under the Toro brand name. Riding products consist of zero-turn radius mowers thatname and are designedintended to save homeownersprovide innovative and time saving turf cutting solutions by using superior maneuverability to cutnavigate around obstacles more quicklyefficiently and easilyeffectively than tractor technology. Many models of our residential zero-turn riding productsmowers are available with a variety of engines, decks, transmissions, and accessories. Our TimeCutter® SS and TimeCutter® MXIn fiscal 2021, we introduced a new TITAN® MAX line of residential zero-turn radius riding mowers that are equipped with our Smart Speed® control system, which is designed to allow the operator to choose different ground speed ranges with the flip of a lever without changing the blade or engine speed. In fiscal 2018, we expanded our MyRIDE® suspension system, featuring adjustable rear shocks, a suspended operator platform and a premium padded seat designed to provide exceptional comforthomeowners with certain commercial-grade components and smooth operation,features that are intended to extend durability and performance and are more commonly found on our Professional zero-turn riding mowers. Such commercial-grade components and features include the TimeCutter® MX line of mowers.
Home Solutions Products
We designIronForged® deck and market home solutions products under the Toro and Pope brand names. Our Toro brand name products include yard tools such as electric, gas, and cordless grass trimmers; electric and cordless hedge trimmers; and electric, gas, and cordless blower-vacuums. In Australia, we design and market garden product offerings, such as underground, hose and hose-end retail irrigation products under the Pope brand name. In fiscal 2018, we launched the PowerJetTM corded blower with the industry’s highest air flow volume in this category that is designedlarger drive tires intended to allow homeowners to move large piles of leaves at a faster rate than other corded blowers on the market.improve traction..
Snow Thrower Products
We design, manufacture, market, and marketsell a range of Toro-branded battery, electric, and gas-powered single-stage and two-stage snow thrower models,equipment products, as well as a range of electric snow thrower models. Our electric snow throwers are lightweightbattery and ideal for clearing up to six inches of snow from decks, steps, sidewalks, and small driveways.electric-powered power shovel equipment products. Single-stage snow throwers are walk behind units with lightweight four-cycle gasoline engines. Most single-stagethat are generally designed for small areas of light snow thrower models include Power Curve® snow thrower technology, and some feature our Quick Shoot™ control system that is designed to enable operators to quickly change snow-throwing direction. Our pivoting scraper is designed to keep the rotor in constant contact with the pavement. Our two-stage snow throwers are generally designed for relatively large areas of deep and heavy snow. Our two-stagebattery and electric-powered power shovels are designed to be lightweight and ideal for clearing light snow throwers include a line of models featuring our patented Anti-Clogging Systemfrom decks, steps, sidewalks, and Quick Stick® chute control technology.small driveways. In late fiscal 2018,2021, we began shippingintroduced the next generation of60V Power Max® HD two-stage snow throwers featuring expanded clearing widths, reinforced Quick Stick® chute control, all-steel construction, and new commercial grade models with options including LED headlights and hand warmers. The Toro SnowMaster® snow thrower combinesMax 2-Stage Snow Blower, the power of afirst battery-powered two-stage snow thrower in our 60V Flex-Force Power System® lineup. This innovative battery-powered two-stage snow thrower is offered in both 24-inch and 26-inch models and, when powered with two 7.5 amp hour batteries, is capable of clearing up to handle deep30 car spaces with up to 10 inches of snow withon a single charge.
Home Solutions Products
Our home solutions equipment products are designed, manufactured, marketed, and sold under the handlingToro and maneuverabilityPope brand names. Our Toro-branded home solution equipment products consist of a lightweight, single-stage snow throwervariety of yard tools that generally include battery, electric, and/or gas-powered options and primarily consist of grass trimmers, hedge trimmers, blower-vacuums, chainsaws, edgers, cultivators, string mowers, and related parts and accessories that are designed to provide innovative yard maintenance solutions to homeowners. In fiscal 2021, we continued to expand our successful battery-powered 60V Flex-Force line to include pole chainsaws and new grass trimmer and leaf blower models. The 60V Flex-Force line now includes over 35 tools that utilize the same
lithium-ion smart battery platform that is designed for extended life and low maintenance.
In Australia and New Zealand, we design, manufacture, market, and sell Pope-branded garden watering and irrigation products that primarily include hoses; reels, carts and hangers; sprinklers; hand sprays and wands; hose end fittings; tap timers; and various irrigation tools designed to develop and maintain gardens. In fiscal 2021, we improved our classification from "advanced" to "leading" in a design intendedthe Australian Packaging Covenant review relating to increase efficiency by clearing more snow per minute.
our sustainability efforts.Financial Information about International Operations and Business Segments
We currently manufacture our products in the U.S., Mexico, Australia, the United Kingdom, Italy, Romania, Germany, Poland, and China for sale throughout the world. We maintain sales offices in the U.S., Belgium, the United Kingdom, Australia, Japan, China, Italy, Poland, Germany, Spain, and Germany.France. New product development is pursued primarily in the U.S. with the intention of global distribution. Our net sales outside the U.S. were 24.620.9 percent, 24.420.1 percent, and 24.223.1 percent of total consolidated net sales for fiscal 2018, 2017,2021, 2020, and 2016,2019, respectively. For additional financial information regarding our international operations and geographical areas, refer to Note 3, Segment Data, in the Notes to Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data," of this Annual Report on Form 10-K.
WeAs a result of our international operations, we are exposed to foreign currency exchange rate risk arising from transactions in the normal course of business, such as sales to international third party customers, sales and loans to wholly-owned foreign subsidiaries, foreign plant operations, and purchases from suppliers. To reduce our exposure to foreign currency exchange rate risk, we actively manage the exposure ofbusiness. For additional information regarding our foreign currency exchange rate risk by entering into various derivative instrumentsexposure, refer to hedge against such risk. For additional information regarding our derivative instruments, see Part II, Item 7A, "Quantitative and Qualitative Disclosures about Market Risk"Risk," of this report. For additional financial information regarding our international operations and geographical areas, and our reportable business segments, see Note 11 of the Notes to Consolidated Financial Statements, in the section entitled "Segment Data," included in Part II, Item 8, "Financial Statements and Supplementary Data" of this report.Annual Report on Form 10-K.
Engineering and Research
We believe that our longstanding commitment to quality and innovation in our products has been a key driver of our history of market success. We are committed to an ongoing engineering program dedicated to developing innovative new products and improvements in the quality and performance of existing products and when applicable, we may pursue targeted and strategic acquisitions to acquire innovative technologies that we believe uphold and bolster our longstanding commitment to quality and innovation in our products. However,For example, during the first quarter of fiscal 2021, we completed the asset acquisition of Turflynx, Lda, a focus on innovation also carries certain risks that new technology could be slowdeveloper of innovative autonomous solutions for turf management, and during the second quarter of fiscal 2021, we completed the asset acquisition of Left Hand Robotics, Inc., a developer of innovative autonomous solutions for turf and snow management. These strategic asset acquisitions complement and support the development of alternative power, smart-connected, and autonomous products within our Professional and Residential segments.
Engineering and research activities are performed at our global test sites and facilities and our products are tested in conditions and locations similar to those in which they are intended to be accepted or not accepted by the marketplace. We attempt to mitigate these risks through our focus on and commitment to understanding our customers' needs and requirements.used. We invest time upfrontup front with customers, using "Voice of the Customer" tools, to help us develop innovative products that are intended to meet or exceed customer expectations. We use Design for Manufacturing and Assembly ("DFM/A") tools to ensure early manufacturing involvement in new product designs intended to reduce production costs. DFM/A 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 strive to make improvements to our new product development system as part of our continuing focus on Lean methods to shorten development time and reduce costs, and improvewhile also improving quality.
Manufacturing and Production
Our manufacturing facilities are designed to provide efficient and flexible assembly-line manufacturing of our products. In addition to most final assembly, we have strategically identified specific core manufacturing competencies for vertical integration, such as injection molding, extrusion, welding, stamping, fabrication, laser cutting, painting, machining, and aluminum die casting, and have chosen outside vendors to provide other services.services, where applicable. We design component parts
in cooperation through collaboration with our vendors, contract with them for the development of tooling, and thensubsequently enter into agreements with thesesuch vendors to purchase component parts manufactured using the tooling. We also have some agreements with third partythird-party manufacturers to manufacture certain productsstandalone end-products on our behalf. In addition, our vendors regularly test new technologies to be applied in the design and production of component parts. ManufacturingOur manufacturing operations include robotic and computer-automated equipment intended to speed production, reduce costs, and improve resource use and the quality, fit, and finish of our products. OperationsOur operations are also designed to be flexible enough to accommodate product design changes that are necessary to respond to market conditions and changing customer requirements.
In order to utilize our manufacturing facilities and technology more efficiently and effectively, we pursue continuous improvements in our manufacturing processes with the use of Lean methods that are intended to streamline work and eliminate waste. Additionally, we use computer-aided design and manufacturing systems to shorten the time between initial concept and final production. DFM/A principles are used throughout the product development process to optimize product quality and reduce cost. We spend considerable effort to reduce manufacturing costs through Lean methods and process improvement, product and platform design, application of advanced technologies, enhanced environmental management systems, safety improvements, and improved supply-chain management.
Our Professional segment products are manufactured throughout the year. Ourand Residential segment lawn and garden products are also generally manufactured
throughout the year.year with peak production generally occurring ahead of the key selling seasons for certain of our businesses and product lines that are more subject to seasonality. However, our Residential segment snow thrower products are generally manufactured in the summer and fall months but may be extended into the winter months, depending upon demand. Our products are testedweather conditions in conditionskey regions 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. DFM/A principles are used throughout the product development process to optimize product quality and cost.
related demand for such products. Our production levels and inventory management goals are based on estimates of wholesale and retail demand for our products, taking into account production capacity,capacity; commodity, component part, and labor availability; timing of shipments,shipments; and field inventory levels. Our production system generally utilizes Kanban, supplier pull, and build-to-order methodologies in our manufacturing facilities, as appropriate, for the business units they support in order to better align the production of our products to meet customer demand. We believe this has resulted in improved service levels for our participating suppliers, distributors, dealers, and other channels.
We may also periodically shut down production at our manufacturing facilities in order to allow for maintenance, rearrangement, capital equipment installation, seasonality, and as needed, to adjust for market demand.demand, facility renovation projects, and other factors. Production shut downs of this nature are generally not materially disruptive to our business and are considered to be normal.
Raw MaterialsWhile our facilities remained operational during fiscal 2021 and we experienced a lesser degree of intermittent partial or full factory closures due to government mandated measures as compared to fiscal 2020, our manufacturing operations were adversely impacted by the global macroeconomic environment caused by COVID-19 and more specifically, global supply chain disruptions that limited our ability to procure certain commodities and components parts in a timely manner to meet manufacturing production requirements. As a result, we experienced various degrees of commodity and component parts availability issues, which resulted in manufacturing inefficiencies and limited our ability to meet customer demand and adequately replenish certain raw materials, work in process, and finish goods inventory levels. Further, given continued strong demand for our Professional and Residential segment products, we shut down production at our manufacturing facilities to a lesser extent during fiscal 2021 as compared to fiscal 2020 in order to allow for maintenance, rearrangement, capital equipment installation, seasonality, and as needed, to adjust for market demand, facility renovation projects, and other factors. For additional information regarding the impact of COVID-19 on our manufacturing and production activities, refer to the section titled "Impact of COVID-19" included within Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of this Annual Report on Form 10-K.
Commodities, Components, Parts, and Accessories
We purchase raw materialscommodities, components, parts, and accessories for use in our manufacturing process and end-products or to be sold as stand-alone end-products. Our
primary cost exposures for such asitems used in our products are with steel, aluminum, petroleum and natural gas-based resins, linerboard, and other commodities, and components, such ascopper, lead, rubber, engines, transmissions, transaxles, hydraulics, and electric motors, for use in our products. In addition, we are a purchaser ofelectrification components, and
parts containing various commodities, including steel, aluminum, copper, lead, rubber, and others, that are integrated into our end products. The largest spend for raw materials and components are generally for steel, engines, hydraulic components, transmissions, resin, aluminum, and electric motors, all of which we purchase from several suppliers around the world. We generally purchase commodities, components, parts, and accessories based upon market prices that are established with suppliers as part of the purchase process and generally attempt to obtain firm pricing from most of our suppliers for volumes consistent with planned production and estimates of wholesale and retail demand for our products. However, most of the commodities, components, parts, and accessories used in our manufacturing process and end-products, or to be sold as stand-alone end-products, are exposed to commodity cost changes, including, for example, as a result of inflation, deflation, changing prices, foreign currency fluctuations, tariffs, duties, trade regulatory actions, industry actions, the inability of suppliers to absorb incremental costs resulting from COVID-19 related inefficiencies, continue operations or otherwise remain in business as a result of COVID-19, financial difficulties, or otherwise, changes to international trade policies, agreements, and/or regulation and competitor activity, including antidumping and countervailing duties on certain products imported from foreign countries, including certain engines imported into the U.S. from China. For additional information regarding changing costs of commodities, refer to Part II, Item 7A, "Quantitative and Qualitative Disclosures about Market Risk," of this Annual Report on Form 10-K in the section entitled "Commodity Cost Risk."
Most of the raw materials and components used in our products are affected by commodity cost pressures. In addition, certain foreign sourced raw materials and components are subject to the direct impact of tariffs. Most of the raw materials,commodities, components, parts, and accessories utilized in our products are generally commercially available from a number of sources, and are in adequate supply. However, certain items are sourced from single suppliers.
Although we regularly monitor the adequacy of the supply of our commodities, components, parts, and accessories, and the financial health of the companies in our supply chain, and use alternative suppliers when necessary and available, financial hardship and/or government mandated restrictions on our suppliers caused by COVID-19, insufficient demand planning, and/or the inability of companies throughout our supply chain to deliver on supply commitments, requirements, and/or demands as a result of COVID-19 or otherwise, has caused disruptions in our ability to procure the commodities, components, and parts required to manufacture our products. During fiscal 2018,2021, we experienced highera greater level of disruption within our global supply chain that limited our ability to procure commodities, components, parts, and accessories in a timely manner to meet manufacturing production requirements than we experienced during fiscal 2020. As a result, we experienced various degrees of product availability issues, which limited our ability to meet customer demand and adequately replenish certain raw materials, work in process, and finished goods inventory levels. Additionally, we experienced increased inflationary cost pressures on commodity, pricescomponent parts, and other related costs in fiscal 2021 as compared to the average prices paid for commodities in fiscal 2017. We strategically work to mitigate2020. For additional information regarding the impact of inflationCOVID-19 on our ability to procure commodities, components, parts, and accessories, refer to the cost
section titled "Impact of COVID-19" included within Part II, Item 7, "Management's Discussion and components that affect our product lines; however, we anticipate commodity prices in fiscal 2019 to be higher than average prices paid for commodities during fiscal 2018. Historically, we have mitigated,Analysis of Financial Condition and we currently expect that we would mitigate, any commodity cost increases, in part, by collaborating with suppliers, reviewing alternative sourcing options, substituting materials, utilizing Lean methods, engaging in internal cost reduction efforts, and increasing pricesResults of Operations," of this Annual Report on some of our products, all as appropriate. Additionally, in fiscal 2018, we experienced a higher level of work stoppages because of shortages of raw materials and component parts than we experienced in fiscal 2017.Form 10-K.
Service and Warranty
Our products are warranted to ensure customer confidence in design, workmanship, and overall quality. WarrantyStandard warranty coverage is generally for specified periods of time and on select products' hours of usage, and generally covers parts, labor, and other expenses for non-maintenance repairs. We also sell extended warranty coverage on select products for a prescribed period after the original warranty period expires. Warranty coverage generally does not cover operator abuse or improper use. An authorized company distributor or dealer must perform warranty work. Distributors and dealers 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. Warranty expense is accrued atAt the time of sale, we recognize expense and record an accrual by product line for estimated costs in connection with forecasted future warranty claims. Our estimate of the cost of future warranty claims 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, and other minor factors. Specialclaim. Additionally, from time to time, we may also establish warranty reserves are also accruedaccruals for our estimate of the costs necessary to settle major rework campaigns.campaigns on a product-specific basis during the period in which the circumstances giving rise to the major rework campaign become known and when the costs to satisfactorily address the situation are both probable and estimable. The warranty accrual for the cost of a major rework campaign is primarily based on an estimate of the cost to repair each affected unit and the number of affected units expected to be repaired. Service support outside of the warranty period is provided by authorized distributors and dealers at the customer's expense. We sell extended warranty coverage on select products for a prescribed period after the original warranty period expires.
Product Safety and Liability
We have rigorous product safety standards and continually work to improve the safety and reliability of our products. We
monitor for accidents and possible claims and establish liability estimates based on internal evaluations of the merits of individual claims. We purchase insurance coverage for catastrophic product liability claims for incidents that exceed our self-insured retention levels.
Patents and Trademarks
We own patents, trademarks, and trade secrets related to our products in the U.S. and certain countries outside the U.S. in which we conduct business. We expect to apply for future patents and trademarks, as appropriate, in connection with the development of innovative new products, services, and enhancements. Although we believe that, in the aggregate, our patents are valuable, and patent protection is beneficial to our business and competitive positioning, 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; however, certain ToroTTC trademarks that contribute to our identity and the recognition of our products and services, including but not limited to the Toro® name and logo, are an integral part of our business.
We regularly review certain patents issued by the U.S. Patent and Trademark Office ("USPTO") and internationalforeign patent offices to help avoid potential liability with respect to others' patents. Additionally, we periodically review competitors' products to prevent possible infringement of our patents by others. We believe these activities help us minimize our risk of being a defendant in patent infringement litigation. WeFrom time to time, we are currently involved in patent litigation cases, including cases by or against competitors, where we are asserting our patents against competitors andor defending against claims of patent infringement assertions by others. Such cases are at varying stages in the litigation process.infringement.
Similarly, we periodically monitor various trademark registers and the market to prevent infringement of and damage to our trademarks by others. From time to time, we are involved in trademark oppositions where we are asserting our trademarks against third partiesthird-parties who are attempting to establish rights in trademarks that are confusingly similar to ours. We believe these activities help minimize risk of harm to our trademarks, and help maintain distinct products and services that we believe are well regarded in the marketplace. For a description of our material intellectual property legal proceedings, refer to the headings titled "Litigation" and "Litigation Settlement" within Note 12, Commitments and Contingencies, of the Notes to Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data," of this Annual Report on Form 10-K.
Seasonality
ShipmentsAs a result of our Residential segment products, which accounted for 25 percent of total consolidated net salesglobal presence in fiscal 2018,key markets that are seasonal, with shipments of lawn and garden products occurring primarily between February and June, depending uponsubject to seasonal weather conditionspatterns, some of our businesses are seasonal. Overall, our seasonal shipment volumes are generally a function of the key selling seasons of our channel partners based on their industry, geographic location, and the nature and intended purpose of our products in relation to the correlating season. Seasonal weather patterns can impact the timing of the key selling seasons of our channel partners, which may cause our quarterly financial results to differ between fiscal years as demand for our products. Shipments of snow thrower products occur primarilyand related shipment volumes can shift between July and January, depending upon pre-seasonquarters. Such shifts in the demand in-season snowfalls, and product availability. Opposite seasons in global markets in which we sellfor our products somewhat moderate this seasonalityand related shipment volumes may result in a negative or positive impact on our net sales and Results of Operations for a particular period.
Our shipment volumes generally precede and overlap the key selling seasons of our Residential segment product sales. Seasonality of Professional segment product sales also exists, but is tempered becausechannel partners in order to better allow our channel partners to align field inventory levels with the selling season in the Southern U.S.anticipated retail demand from end-customers and our markets in the Southern hemisphere continue foras a longer portion of the year than in Northern
regions of the world. Our BOSS snow and ice management business offers a portfolio of counter-seasonal products inresult, our Professional segment with our shipments of snowplows and salt and sand spreaders occurring primarily between April and December, which can result in variability of shipment volumes due to dependency on snowfalls for these products.
Overall, our worldwide shipment volumes arehave historically been the highest in our fiscal second quarter and retail demand for our products is generally highest in our fiscal third quarter. Typically, our accounts receivable balances increase between January and April as a result of higher shipment volumes and
extended payment terms made available to our customers. Accounts receivable balances typically 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 decrease in the second half of our fiscal year. Seasonal cash requirements of our business are financed from a combination of cash flows from operations, cash on hand, and borrowings under our revolving credit facility, as applicable.
The following table showsShipments of our Residential segment products, which accounted for 25.5 percent of total consolidated net sales in fiscal 2021, are seasonal, with shipments of lawn and garden products occurring primarily between February and June, depending upon seasonal weather conditions and demand for our products. Shipments of snow thrower products occur primarily between July and January, depending upon pre-season demand, in-season snowfalls, and product availability. Opposite seasons in global markets in which we sell our Residential products somewhat moderate this seasonality of our Residential segment product sales.
Seasonality of Professional segment product sales, which accounted for 74.0 percent of total consolidated net earningssales in fiscal 2021, also exists, but is slightly tempered because the selling season in the Southern U.S. and our markets in the Southern hemisphere generally continue for each fiscal quarter as a percentagelonger portion of the total fiscal year:
|
| | | | | | | | | | | | |
| Fiscal Years | | 2018 | | 2017 |
| Quarter | | Net Sales | | Net Earnings | | Net Sales | | Net Earnings |
| First | | 21 | % | | 8 | % | | 21 | % | | 17 | % |
| Second | | 33 |
| | 48 |
| | 35 |
| | 45 |
|
| Third | | 25 |
| | 29 |
| | 25 |
| | 25 |
|
| Fourth | | 21 | % | | 15 | % | | 19 | % | | 13 | % |
Effects of Weather
From time to time, seasonal weather conditions in particular geographic regions or markets, particularly severe wet or dry conditions, as well as significant weather events such as fires, hurricanes, tornados, drought, rainfall, unseasonably warm winter months, or other weather events, including those exacerbated by global climate change, may adversely or positively affect sales, demand, and field inventory levels of some of our products. In addition, weather conditions in key regions can cause disruption in our supply chain, which may impact our ability to procure the commodities, components, parts, and accessories needed to manufacture our products to meet the needs of our customers, and such disruptions may adversely or positively affect sales, demand, and field inventory levels and result in a negative or positive impact on our future net sales. If the percentageof some of our net sales from outside the U.S. increases, our dependency on weather in any one part of the world decreases. Nonetheless, weather conditions could materially affect our future net sales.
Working Capital
Our businesses are seasonally working capital intensive and require funding for purchases of raw materials used in production; replacement parts inventory; payroll and other administrative costs; capital expenditures; establishment of new facilities; expansion, renovation, and upgrading of existing facilities; as well as for financing receivables from customers that are not financed with Red Iron Acceptance, LLC ("Red Iron"), our joint venture with TCF Inventory Finance, Inc. ("TCFIF"). Our strategy continues to place emphasis on improving asset utilization with a focus on reducing the amount of working capital in the supply chain, adjusting production plans, and maintaining or improving order replenishment and service levels to end-users. We fund our operations through a
products.
combination of cash flows from operations, cash on hand, and, as applicable, long-term debt, including borrowings under our revolving credit facility. Cash management is centralized, and intercompany financing is used, wherever possible, to provide working capital to wholly owned subsidiaries as needed. In addition, our revolving credit facility is available for additional working capital needs, acquisitions, or other investment opportunities.
Customers, Distribution, and Marketing
We market and sell the majority of our products through 36 domestic and 110 internationalmore than 150 distributors worldwide, as well as a large number of equipment dealers, irrigation dealers and distributors, mass retailers, hardware retailers, equipment rental centers, home centers, and online (direct to end-users) in more than 125 countries worldwide.countries. Our distribution systemsnetworks are intended to assure quality of sales and market presence, as well as to provide effective after-purchase service and support. Overall, we believe that in the long-term we are not dependent on any single customer. While the loss of any substantial customer could have a material adverse 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.
Professional segment products are sold to distributors and dealers primarily for resale to golf courses, sports fields, industrial facilities, contractors, and government customers, and in some markets for resale to dealers. We sell some Professional segment products directly to government customers and municipalities and rental companies, and agricultural irrigation dealers, as well as to end-users in certain international markets. Select residential/commercial irrigation and lighting products are sold to professional irrigation and lighting distributors and dealers, and certain professional-grade retail irrigation products are sold to home centers. Products for the rental, specialty, and specialtyunderground construction marketmarkets are sold to dealers and rental companies. Toro and Exmark landscapecompanies, as well as direct to end-users in certain markets. Landscape contractor turf products are also sold to dealers in certain regions of North America. BOSS snowSnow and ice management products are primarily sold to distributors and dealers for resale to contractors.
Residential segment products, such as walk power mowers, zero-turn radius riding mowers, and snow throwers, are generally sold to home centers, mass retailers, dealers, hardware retailers, as well as online (direct to end-users). In certain markets, these same products are sold to distributors for resale to hardware retailers and dealers. Home solutions products are primarily sold to home centers, mass retailers, and hardware retailers. Internationally, Residential segment products are sold to dealers and mass merchandisers in Australia, Canada, and select countries in Europe. In most other countries, Residential segment products are mainly sold to distributors for resale to dealers and mass retailers.
On November 27, 2015,2, 2020, in ourthe first quarter of fiscal 2016,2021, we completed the sale of our NorthwesternNortheastern U.S. distribution company. During the remainder of fiscal 2016 and through fiscal 2017 and 2018,2021, we owned one domestic distribution company. Our primary purpose in owning a domestic distributorshipsdistributorship is to improve operations and test and deploy new strategies and business practices that could be replicated by our independent distributors, as well as facilitating ownership transfers.
Our current marketing strategy is to maintain distinct brands and brand identification for Toro®, Exmark®, BOSS®, Irritrol®, Hayter®, Pope®, PERROT®,Toro, Ditch Witch, eXmark, BOSS, Ventrac, American Augers, Trencor, Pope, Subsite, HammerHead, Radius, PERROT, Hayter, Unique Lighting Systems®,
Systems, Irritrol, and Lawn-Boy®Lawn-Boy products.
Across our brands, we market our Professional segment and Residential segment products during the appropriate season through multiple channels, including television,digital and online media, radio, print, direct mail, email, digital and online media,television, and social media. Most of our advertising and marketing efforts emphasize our brands, products, features, and other valuable trademarks. Advertising is purchased by us, through our agency partners, as well as through cooperative programs with distributors, dealers, and retailers.
CustomersCustomer Financing Arrangements
Overall, we believe thatWholesale Financing
We are party to a joint venture with TCF Inventory Finance, Inc. ("TCFIF"), a subsidiary of The Huntington National Bank, established as Red Iron Acceptance, LLC ("Red Iron"). The primary purpose of Red Iron is to provide inventory financing to certain distributors and dealers of certain of our products in the long-term weU.S.
Under separate agreements between Red Iron and the dealers and distributors, Red Iron provides loans to the dealers and distributors for the advances paid by Red Iron to us. Under these financing arrangements, down payments are not dependentrequired, and depending on any single customer; however, the Residential segmentfinance 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. Red Iron retains a security interest in the distributors' and dealers' financed inventories and such inventories are monitored regularly. Financing terms to the distributors and dealers require payment as the equipment, which secures the indebtedness, is sold to customers or when payment otherwise becomes due under the agreements between these financing entities and the distributors and dealers, whichever occurs first. Rates are generally indexed to LIBOR, or an alternative variable 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.
Under a separate agreement, TCF Commercial Finance Canada, Inc. ("TCFCFC") provides inventory financing to dealers of certain of our businessproducts in Canada. We also have floor plan financing agreements with other third-party financial institutions to provide floor plan financing to certain dealers and distributors not financed through Red Iron, which include agreements with third-party financial institutions in the U.S. and internationally. Additionally, we continue to provide financing in the form of open account terms directly to home centers and mass retailers, general line irrigation dealers, certain domestic and international distributors and dealers, ag-irrigation dealers and distributors, government customers, and rental companies.
End-User Financing
We have agreements with third-party financing companies to provide financing options to end-customers throughout the world. The purpose of these agreements is dependent on The Home Depot as a customer, which accounted for less than 10 percentto provide end-
users of our total consolidated gross sales in fiscal 2018 but accounted for approximately 10 percent ofproducts alternative financing options when purchasing our total consolidated gross sales in fiscal 2017. During fiscal 2018, no customer accounted for 10 percent or more of total consolidated gross sales. While the loss of any substantial customer, including The Home Depot, could have a material adverse 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.products.
Backlog of Orders
Our backlog of orders represents unfulfilled customer purchase or sales orders on a particular day. The dollar value of our backlog of orders is dependent upon when customers place ordersequal to the gross sales value that we expect to bill to the customer and is not necessarilyreduced for expected variable consideration related to certain of our sales promotions and incentives programs. Backlog is one of many indicators of business conditions within the markets and industries that we operate; however, our backlog of orders is considered more representative of business conditions than an indicator of our expected resultsexpectation of our future net sales because the dollar value of our backlog of orders is a gross amount that has not yet been reduced for the variable consideration associated with certain of our sales promotions and incentives programs and because backlog can fluctuate for a number of reasons, including the seasonality of our business, product mix, pricing actions, manufacturing and shipping schedules, cancellation and rescheduling of orders by our customers, and the timing of when orders are originally placed by customers and when we are able to fulfill such orders.
We strive to balance timely order fulfillment to our customers with the lead times required by our suppliers to efficiently source commodities and component parts and manage costs. However, during fiscal 2019 net sales. The2021, we experienced unprecedented demand within our Professional and Residential segment businesses that reduced field inventory levels and drove an increase in purchase and sales orders that outpaced our production capacity. Further, the pace at which we were able to increase our production capacity was hampered due to supply chain challenges, including the inability to procure adequate volumes of certain commodities and component parts inventories and COVID-19-related manufacturing inefficiencies due to the continued reconfiguration of certain of our manufacturing processes in order to implement social distancing protocols within our facilities. As a result, the approximate backlog of orders as of October 31, 20182021 and 20172020 was $77.8$1,575.9 million and $83.5$370.9 million, respectively, a decreasean increase of 6.8 percent. Backlog orders were lower at$1,205.0 million. Barring any significant and longer-term material supply chain constraints, we expect that the endmajority of fiscal 2018 compared to the end of fiscal 2017 mainly due to timing of Professional segment customer stocking orders; this decrease was partially offset by increased orders of new products. We expect the existing October 31, 2021 backlog of orders will be filledfulfilled during fiscal 2022; however, it is possible that unanticipated effects of COVID-19, continued global supply chain disruptions, or other factors, such as customer issues, could cause further delays in early fiscal 2019.delivery, an inability to complete unfilled customer orders, or even cancelled orders. For additional information regarding the impact of COVID-19 on our business and manufacturing operations, refer to the section titled "Impact of COVID-19" included within Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of this Annual Report on Form 10-K.
Competition
Our productsglobal business operations result in us competing with many U.S. and non-U.S. companies across our various markets, industries, and product offerings. These competitors and the degree of competition vary widely by industry, product line, end market, geographic scope and/or geographic location, including some competitors that have substantially larger operations and financial resources than we do and some that have smaller operations offering various capabilities to customers. We also experience a certain level of competition among our own brands within certain industries and end markets. Because of the diversity of our product portfolios and industries, our businesses typically have a different set of competitors in each geographic area and end market in which they participate. Accordingly, estimating the number of competitors or precise market share is challenging; however, we believe that we are solda principal competitor in highly competitive markets throughout the world. most of our industries and markets.
The principal competitive factors in our industries and markets are product innovation,innovation; quality and reliability,reliability; pricing and sales promotion and incentive programs; product support and customer service, warranty,service; warranty; brand awareness, reputation,awareness; reputation; distribution, shelf space, and product availability; and financing options. We believe we offer total solutions and full service packages with high quality products that have the latest technology and design innovations. In addition, by selling our products through a network of distributors, dealers, mass retailers, hardware retailers, home centers, as well as online (direct to end-users), users are offered comprehensive service support during and after the warranty period. We compete in many product lines with numerous manufacturers, some of which have substantially larger operations 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 have a strong history in, and focus on, professionalthe industries and residential landscapes,markets in which our business operates, and our distribution channels position us well to compete in various markets.
Our Residential segment products generally face a higher volume of competition than our Professional segment products given the low barriers to entry resulting in numerous other manufacturers selling products that compete directly with our products. Internationally, our Residential segment products face more competition because many foreign competitors design, manufacture, market, and marketsell products in their respective countries. We experience this competition primarily in Europe. In addition, fluctuations in the value of the U.S. dollar affect the price of our products in foreign markets, thereby impacting their competitiveness. We provide pricing support as appropriate, to foreign customers, invoice in local currency, and execute foreign currency derivative hedging instruments, as appropriate, to remain competitive in international markets.
Human Capital Resources and Management
We believe our commitment to our human capital resources is key to our mission to deliver superior innovation and to deliver superior customer care. During fiscal 2021, we employed an average of 9,520 employees. The total number
of employees as of October 31, 2021 was 10,982. As of October 31, 2021, approximately 13.3 percent of our employees were represented by a union under a collective bargaining agreement. From time to time, our collective bargaining agreements expire and come up for renegotiation. Our four collective bargaining agreements expire in March 2022, May 2022, October 2022, and October 2023. We consider our employee relations to be good.
A highlight of our commitment to our employees is our Sustainability Endures initiative, which includes "People" as one of our three core "Pillars" that represent key areas of focus for our company. Among the critical elements included in the "People Pillar" are the following:
•Focus on Safety: The safety of our employees is a paramount value for us. We provide mandatory safety trainings each month in our production facilities, which are designed to focus on empowering our employees with the knowledge and tools they need to make safe choices and to mitigate risks. Supervisors also complete safety management courses. In addition to traditional training, we use safety scorecards, standardized signage, and visual management throughout our facilities. Safety best practices are also regularly featured in our employee newsletters and town halls. In response to the COVID-19 pandemic, we implemented, and continue to adhere to, certain rigorous and meaningful safety measures recommended by the U.S. Centers for Disease Control and Prevention, World Health Organization, and federal, state, local, and foreign authorities that we determined were in the best interest of our employees, customers, suppliers, and communities. These important safety measures include the reconfiguration of manufacturing processes and other workspaces to implement social distancing protocols. For additional information regarding our COVID-19 employee safety measures, refer to the section titled "Impact of COVID-19" included within Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of this Annual Report on Form 10-K.
•Employee Engagement: We provide all employees with the opportunity to share their opinions and feedback on our culture through a culture survey that is generally performed every two years, with pulse surveys that are offered intermittently between culture surveys. Results of the culture survey are measured and analyzed to enhance the employee experience, promote employee retention, drive change, and leverage the overall success of our organization.
•Talent Development: Our key talent philosophy is to develop talent from within and supplement with external hires. We provide all employees a wide range of professional development experiences, both formal and informal, at all stages in their careers. Our formal offerings include tuition reimbursement, a diverse curriculum of learning programs, leadership development experiences, vocational training and
external partnerships across the globe. One of our unique leadership development programs is our Front-Line Leadership Excellence program ("FLEX"), which focuses on building the leadership capabilities of our manufacturing supervisors globally, those with direct oversight of the people building our products. FLEX is designed to focus on helping our supervisors work through obstacles and communication challenges in order to enable the success of their teams. As a result of COVID-19 and the implementation of rigorous and meaningful employee safety measures intended to protect our employees, we transitioned many of our professional development opportunities to virtual delivery options and expanded our offerings for on-demand learning to ensure that robust learning opportunities were still available to our employees who were not required to by physically present at our facilities and sites to perform their job responsibilities. One such example of a virtual development program is our Engaging Effectively program, which is offered to leaders who are required to manage differently in a remote and hybrid environment, yet still engage and achieve high performance standards with their teams.
•Health and Wellness: The health and wellness of our employees are critical to our success. We provide our employees with access to a variety of innovative, flexible and convenient health and wellness programs. Such programs are designed to support employees' physical and mental health by providing tools and resources to help them improve or maintain their health status and encourage engagement in healthy behaviors. During fiscal 2021, we implemented an employee campaign in support of COVID-19 vaccine efforts. This employee campaign was designed to provide information about, and support and encourage our employees to receive, a COVID-19 vaccination. As part of this employee campaign, we facilitated the offering of the vaccine to our employees at certain of our facilities.
•Diversity, Equity and Inclusion: We recognize that our best performance comes when our teams are diverse, and accordingly, diversity, equity and inclusion ("DEI") is one of our core values. To promote diversity, equity and inclusion in the workplace, we formed an employee DEI committee with strategic pillars of focus that include nurturing an inclusive workspace, attracting and maintaining a diverse workforce, and impacting the communities and markets in which our employees live and work. Initiatives developed by our employee DEI committee include, but are not limited to, events to celebrate heritage and awareness months, a new grant program for advancing equitable communities, and the inception of an employee resource group to support women in the workforce.
•Compensation and Benefits: We provide competitive compensation and benefits in order to attract and retain superior talent. In addition to salaries, our compensation and benefits, which vary by country/region, can include annual bonuses, stock-based compensation awards, a
401(k) plan with employee matching opportunities, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, family care resources, flexible work schedules, adoption and surrogacy assistance, employee assistance programs, tuition assistance and on-site services, such as health centers and fitness centers, among many others.
•Community Involvement: Our employees around the world volunteer with local charitable organizations and civic projects including supporting the beautification and preservation of outdoor environments, water conservation, community health and housing and youth enrichment. We extend the impact of our employees’ efforts through matching gifts and the donation of products and expertise, and by providing all full-time salaried employees with the opportunity to volunteer up to 20 hours of their time during the workday each year. In addition, as part of our Land. Water. Thrive. effort, we provide immersion experiences for our employees to work with smallholder farmers in developing countries. Our Land. Water. Thrive. Program is designed to improve productivity and agricultural water practices while also strengthening our employees’ empathy and customer-focused approach to problem solving.
Environmental Matters and Other Governmental Regulation
WeOur business, operations, facilities, and products are subject to numerous international, federal, state, and other governmental laws, rules, and regulations relating to, among others, climate change; emissions to air, including Tier 4 or similar engine emission regulations; discharges to water; restrictions placed on water usage and water availability; product and associated packaging; use of certain chemicals; restricted substances, including "conflict minerals" disclosure rules; import and export compliance, including country of origin certification requirements; worker and product user health and safety; energy efficiency; product life-cycles; outdoor noise laws; and the generation, use, handling, labeling, collection, management, storage, transportation, treatment, and disposal of hazardous substances, wastes, and other regulated materials. For example:
•The U.S. EPA, the California Air Resources Board ("CARB"), and similar regulators in other U.S. states and foreign jurisdictions in which we sell our products have phased in, or are phasing in, emission regulations setting maximum emission standards for certain equipment. Specifically, these agencies from time to time adopt increasingly stringent engine emission regulations. Following the EPA implementation of Tier 4 emission requirements applicable to diesel engines several years ago, China, and the European Union ("EU") and related countries, and the United Kingdom also have adopted similar regulations, and similar emission regulations are also being considered in other global markets, including Australia, in which we sell our products. CARB continues to propose and discuss implementation of Zero Emissions Equipment regulations that, when
implemented, will phase in increasingly stringent requirements on exhaust and other emissions from lawn and garden equipment.
•The U.S. federal government, several U.S. states, and certain international jurisdictions in which we sell our products, including the EU and each of its member states, and related countries, have implemented one or more of the following: (i) product life-cycle laws, rules, or regulations, which are intended to reduce waste and environmental and human health impact, and require manufacturers to label, collect, dispose, and recycle certain products, including some of our products, at the end of their useful life, including (i) the Waste Electrical and Electronic Equipment directive, which mandates the labeling, collection, and disposal of specified waste electrical and electronic equipment; (ii) the Restriction on the use of Hazardous Substances directive or similar substance level laws, rules, or regulations, which
restrict the use of several specified hazardous materials in the manufacture of specific types of electrical and electronic equipment; (iii) the Registration, Evaluation, Authorization and Restriction of Chemicals directive or similar substance level laws, rules, or regulations that require notification of use of certain chemicals, or ban or restrict the use of certain chemicals; (iv) the Battery Directive, which regulates the manufacture and disposal of batteries; (v) country of origin laws, rules, or regulations, which require certification of the geographic origin of our finished goods products and/or components used in our products through documentation and/or physical markings, as applicable; (v) energy efficiency laws, rules, or regulations, which are intended to reduce the use and inefficiencies associated with energy and natural resource consumption and require specified efficiency ratings and capabilities for certain products; (vi) outdoor noise laws, which are intended to reduce noise emissions in the environment from outdoor equipment; (vii) conflict minerals laws, such as the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules promulgated by the U.S. Securities and Exchange Commission ("SEC"), which require specific procedures for the determination and disclosure of the use of certain minerals, known as "conflict minerals," which are mined from the Democratic Republic of the Congo and adjoining countries; and (viii) other product substance restriction laws, some of which require certain labeling of products, such as California Proposition 65.65; (ix) electromagnetic compatibility laws and regulations, such as the EU Electromagnetic Compatibility directive, and similar laws and regulations in other markets; (x) wireless product type approvals and licenses in global markets and the EU Radio Equipment Directive and similar laws and regulations related to wireless and radio usage; and (xi) supply chain transparency laws and regulations addressing modern slavery and human trafficking.
•Our products when used by residential users, may be subject to various federal, state, and international laws, rules, and regulations that are
designed to protect consumers,users, including rules and regulations of the U.S. Consumer Product Safety Commission.
Although we believe that we are in substantial compliance with currently applicable•Our vehicle and trailered products may be subject to various federal, state and international laws, rules and regulations we are unablerelated to predictvehicle safety and compliance with road regulations and safety, including the ultimate impactU.S. National Highway Transportation Safety Administration.
•The manufacture and assembly of adopted or futureproducts within our facilities must comply with environmental regulations addressing air emissions, wastewater discharge, storm water run-off, and hazardous waste disposal.
Compliance with existing laws, rules, and regulations has not historically had a material impact on our business,capital expenditures, earnings or global competitive position. With respect to acquired properties or products. Such laws, rules, or regulations may cause us to incur significant expenses to achieve or maintain compliance, may require us to modify our products, may adversely affect the price of or demand for some of our products, and may ultimately affect the waybusinesses, we conduct our operations. Failuredue diligence regarding potential exposure to comply with these currentenvironmental liabilities but cannot be certain that we have identified or future laws, rules, or regulations could result in harm to our reputation and/or could lead to fines and other penalties, including restrictions on the importation of our products into, or the sale of our products in, one or more jurisdictions until compliance is achieved.
will identify all adverse environmental conditions. We are also involved in the evaluation and environmental 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.
Customer Financing Arrangements
Wholesale Financing
We are party to a joint venture with TCFIF, a subsidiary of TCF National Bank, established as Red Iron. The primary purpose of Red Iron is to provide inventory financing to certain distributors and dealers of our products in the U.S. Under a separate arrangement, TCF Commercial Finance Canada, Inc. ("TCFCFC") provides inventory financing to dealers of our products in Canada. Under these financing arrangements, 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. Red Iron retains a security interest in the distributors' and dealers' financed inventories, and those inventories are monitored regularly. Floor plan 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 generally indexed to LIBOR 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.
We continue to provide financing in the form of open account terms directly to home centers and mass retailers; general line irrigation dealers; international distributors and dealers other than the Canadian distributors and dealers to whom Red Iron provides financing arrangements; ag-irrigation dealers and distributors; government customers; and rental companies. Some products sold to independent dealers in Australia are financed by a third-party finance company.
End-User Financing
We have agreements with third party financing companies to provide lease-financing options to golf course and sports fields and grounds equipment customers in the U.S, Australia, and select countries in Europe. The purpose of these agreements is to provide end-users of our products alternative financing options when purchasing our products.
We also have agreements with third party financing companies to provide financing programs under both generic and private label programs in the U.S. and Canada. These programs, offered primarily to Toro and Exmark dealers, provide end-user customers revolving and installment lines 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 transitions.
Employees
During fiscal 2018, we employed an average of 6,888 employees. The total number of employees as of October 31, 2018 was 6,715. We consider our employee relations to be good.
As of October 31, 2018, we had four collective bargaining agreements that expire in October 2019, October 2020, March 2022, and May 2022, and cover approximately 16 percent of our total employees.
Available Information
We are a U.S. public reporting company under the Securities Exchange Act, of 1934, as amended ("Exchange Act"), and file reports, proxy statements, and other information with the SEC. Copies of these reports, proxy statements, and other information can be accessed from the SEC's home page on the Internet at http://www.sec.gov.
www.sec.gov. We make available, free of charge on our web site website www.thetorocompany.com (select the "Investor Information""Investors" link and then the "Financials""Financials & Filings" 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, Section 16 reports, amendments to those reports, and other documents filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. We also provide corporate governance and other information, including our sustainability strategy, on our website. The information contained on our web sitewebsite or connected to our web sitewebsite is not incorporated by reference into, this Annual Report on Form 10-K and should not be considered part of, this report.
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 ("Securities Act"), and Section 21E of the Exchange Act 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. Forward-looking statements are based on our current expectations of future events, and often can be identified in this report and elsewhere by using words such as "expect," "strive," "looking ahead," "outlook," "guidance," "forecast," "goal," "optimistic," "anticipate," "continue," "plan," "estimate," "project," "believe," "should," "could," "will," "would," "possible," "may," "likely," "intend," "can," "seek," "potential," "pro forma," or the negative thereof and similar expressions or future dates. Our forward-looking statements generally relate to our future performance, including our anticipated operating results, liquidity requirements, and financial condition; our business strategies and goals; and the effect of laws, rules, policies, regulations, tax reform, new accounting pronouncements, and outstanding litigation on our business and future performance.10-K.
Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or implied. The most significant factors known to us that could materially adversely affect our business, reputation, operations, industry, financial position, or future financial
performance are described below in Part I, Item 1A, "Risk Factors." We caution readers not to place undue reliance on any forward-looking statement which speaks only as of the date made and to recognize that forward-looking statements are predictions of future results, which may not occur as anticipated. Actual results could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described 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 make no commitment to revise or update any forward-looking statements in order to reflect actual results, events or circumstances occurring or existing after the date any forward-looking statement is made, or changes in factors or assumptions affecting such forward-looking statements. We advise you, however, to consult any further disclosures we make on related subjects in our future Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we file with, or furnish to, the SEC.
ITEM 1A. RISK FACTORS
The following are significantmaterial risk factors known to us that could materially adversely affect our business, reputation, operating results, industry, financial position, or future financial performance. The risks described below are not the only risks we face. Additional risks not presently known to us or that we currently deem immaterial may also impair our business, reputation, operating results, industry, financial position, or future financial performance.
Economic and Operational Risks
Our net sales and earnings have been and could continue to be adversely affected by economic conditions and outlook in the U.S. and in other countrieslocations in which we conduct business.
Adverse economic conditions and outlook in the U.S. and in other countries in which we conduct business, canincluding as a result of COVID-19, have and could continue to impact demand for our products and, ultimately, our net sales and earnings. These adverse economic conditions include, but are not limited to, business closures, slowdowns, suspensions or delays of production and commercial activity; recessionary conditions; slow or negative economic growth rates; slowdowns or reductions in levels of interest in the game of golf or golf course activity, development, renovation, and improvement; golf course closures; reduced governmental or municipal spending; reduced levels of home ownership, construction, and sales; home foreclosures; negative consumer confidence; reduced consumer spending levels; increased or prolonged high unemployment rates; higher costs, longer lead times, and reduced availability of commodities, components, parts, and accessories, including as a result of transportation-related costs, inflation, changing prices, foreign currency fluctuations, tariffs, and/or duties; inflationary or deflationary pressures; reduced infrastructure spending; the impact of U.S. federal debt, state debt, and sovereign debt defaults and austerity measures by certain European countries; slow down or reductions in levels of golf course development, renovation, and improvement; golf course closures; reduced levels of home ownership, construction, and sales; home foreclosures; negative consumer confidence; reduced consumer spending levels resulting from tax increases or other factors; increased unemployment rates; prolonged high unemployment rates; higher commodity and components costs and fuel prices; inflationary or deflationary pressures; reduced credit availability or unfavorable credit terms for our distributors, dealers, and end-user customers; higher short-term, mortgage, and other interest rates; and general economic and political conditions and expectations. In the past, some of these factors have caused and may continue to cause our distributors, dealers, and end-user customers to reduce spending and delay or forego purchases of our
products, which havehas had an adverse effect on our net sales and earnings.
COVID-19 materially adversely impacted portions of our business, financial condition and operating results and such impact will likely continue and could continue to be material.
COVID-19 created significant worldwide volatility, uncertainty and disruption and has materially adversely impacted portions of our business and such adverse impact will likely continue. However, the extent and duration of such possible impacts will depend on numerous evolving factors, including:
•global governmental, business and individual actions that have been, and continue to be, taken in response to COVID-19;
•the success of the deployment of approved COVID-19 vaccines, their effectiveness against the novel strain and related variants, and their rate of adoption;
•the effect of COVID-19 on our suppliers' and companies throughout our supply chain to meet supply commitments, requirements, and/or demands and our ability to continue to obtain commodities, components, parts, and accessories on a timely basis and at anticipated costs;
•the effect of COVID-19 on our dealers, distributors, mass retailers, and other channel partners and customers, including reduced or constrained budgets and cash preservation efforts;
•our ability to continue operations and/or adjust our production schedules to maintain efficient manufacturing operations and fulfill existing and future sales order backlog;
•significant reductions or volatility in demand for one or more of our products or services;
•increasing logistics costs and transportation challenges;
•costs of necessary actions and preparedness plans we have enacted and may enact in the future to help ensure the health and safety of our employees and continued operations;
•availability of employees, their ability to continue to conduct work under revised work environment protocols, the general willingness of employees to come to normal working locations and perform work, as well as our ability, and/or the ability of companies throughout our supply chain, to adequately staff manufacturing and/or other business processes in the event an employee, or multiple employees, contract COVID-19 and must remain away from work locations for an extended period of time;
•potential future restructuring, impairment or other charges;
•our ability to establish and maintain appropriate estimates and assumptions used to prepare the Consolidated Financial Statements;
•the continued impact of COVID-19 on the financial and credit markets and economic activity generally;
•our ability to access lending, capital markets, and other sources of liquidity when needed on reasonable terms or at all;
•our ability to comply with the financial covenants in our debt agreements if the material economic conditions resulting from COVID-19 lead to substantially increased indebtedness and/or lower adjusted EBITDA for us; and
•the continued exacerbation of negative impacts of a global or national recession, depression or other sustained adverse market event as a result of COVID-19.
In addition, the impacts from COVID-19 and efforts to contain it have heightened the other risks described in this Annual Report on Form 10-K.
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, including by incorporating new, emerging, and/or disruptive technologies that may become preferred by our customers, demand for our products may decrease, and our net sales, which have historically benefited from the introduction of new products, may be adversely affected.
One of our strategies is to develop innovative, customer-valued products to generate revenue growth. In the past, our sales from new products, which we define as those introduced in the current and previous two fiscal years, have
represented a significant portion of our net sales and are expected to continue to represent a significant portion of our future net sales. We may not be able to compete as effectively and ultimately satisfy the needs and preferences of our customers, unless we can continue to enhance existing products and develop new and innovative products, including by incorporating new, emerging, and/or disruptive technologies that may become preferred by our customers.
Product development, improvement, and introductions require significant financial and technological resources, talent, research, planning, design, development, engineering, and testing at the technological, product, and manufacturing process levels, and we may not be able to timely develop and introduce new products, technologies or product improvements. New and innovative competitive products may beat our products to market; be higher quality or more reliable; be more effective, have more features, and/or be less expensive than our products; incorporate new, emerging, and/or disruptive technologies; obtain better market acceptance; 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, investments in manufacturing capacity and commitments to fund advertising, sales incentive and promotion programs, and research and development.
Disruption and/or shortages in the availability of commodities, components, parts, or accessories used in our products has, and could continue to, adversely affect our business.
COVID-19, global supply chain disruptions, natural disasters, antidumping and countervailing duty petitions regarding certain engines imported into the U.S. from China, and other tariffs has, to various and differing degrees, impacted the availability of commodities, components, parts, and accessories used in our products. In addition, while most of the commodities, components, parts, or accessories used in our products are generally commercially available from a number of sources, certain items are sourced from single suppliers, which has limited, and could continue to limit, the availability of commodities, components, parts, and accessories when such suppliers are unable to meet our production requirements and we are unable to source such items from an alternative supplier in a timely manner to meet our production needs. Any continued or new disruption or shortages in the availability of commodities, components, parts, or accessories used in our products or sold as standalone products, including as a result of labor staffing, workforce shortage, or other challenges that our suppliers may experience as a result of financial hardship and/or COVID-19, pandemics and/or epidemics, natural disasters, and adverse weather, the frequency and intensity of which may be exacerbated by climate change, or other events, our inability to timely or otherwise obtain substitutes for such items, or any deterioration in our relationships with, the financial viability or quality of, or the personnel relationships
at, our suppliers, could adversely affect our business and operating results.
Weather conditions, including conditions exacerbated by global climate change, have previously impacted, and may reducecontinue to impact, demand for some of our products andand/or cause disruptions in our operations, including as a result of disruption in our supply chain, which may adversely affect our net sales or otherwise adversely affect our operating results.
From time to time, weatherWeather conditions in a particular geographic region mayhave adversely impacted, and will likely in the future, adversely affect sales, demand, and field inventory levels of some of our products. Weather conditions also have disrupted our own manufacturing and distribution facilities and our supply chain, which has impacted our ability to manufacture product to fulfill customer demand, and such disruptions may occur in the future. For example, in the past drought or unusually wet conditions have had an adverse effect on sales of certain mowing equipment products, unusuallyproducts. Unusually rainy weather or severe drought conditions that result in watering bans, or otherwise, have had an adverse effect on sales of our irrigation products, and lower snowfall accumulations in key markets have had an adverse effect on sales of our Residential snow thrower products and products of our BOSS professionalProfessional snow and ice management business. Similarly, adverse weather conditions in one season may negatively impact customer purchasing patterns and net sales for some of our products in another season. For example, lower snowfall accumulations may result in lower winter season revenues for landscape contractor professionals, causing such customers to forego or postpone spring purchases of our mowing equipment products. To
Further, our facilities and other operations and those of our distribution channel customers and suppliers have incurred losses and experienced disruptions as a result of certain weather conditions and such losses or disruption may continue due to additional natural disasters, inclement weather, and/or climate change-related events, such as tornadoes, hurricanes, earthquakes, floods, tsunamis, typhoons, drought, fire, other extreme weather conditions, and other natural disasters and events that occur as a result of such events, such as water or other natural resource shortages, rising sea levels, power outages or shortages, or telecommunications failures. Our insurance coverage with respect to natural disasters and other disruptions is limited and is subject to deductibles and coverage limits. Such coverage may not be adequate, or may not continue to be available at commercially reasonable rates and terms. The occurrence of any such events could negatively impact our business and operating results.
Global climate change may exacerbate the extent thatfrequency and intensity of unfavorable weather conditions, such as fires, hurricanes, tornadoes, drought, water shortages, rainfall, unseasonably warm winter months, or other weather events, many of which have increased in severity in recent years, in geographic areas where our products are exacerbated by global climate change or otherwise,manufactured, distributed, sold, and used and where our supply chains our
located, and our sales and operating results may be affected to a greater degree than we have previously experienced.
Fluctuations Such weather conditions could pose physical risks to our facilities and critical infrastructure in foreign currency exchange rates have affected our operating results and could continue to result in declines in our reported net sales and net earnings.
Because the functional currency of most of our foreign operations is the applicable local currency, and because our financial reporting currency is the U.S. dollar, preparation of our Consolidated Financial Statements requires that we translate the assets, liabilities, expenses, and revenues of our foreign operations into U.S. dollars at applicable exchange rates. Accordingly, 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, 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 currency exchange rates that have affected our operating results and could continue to result in declines in our reported net sales and net earnings. Because our products are manufactured or sourced primarily from the U.S. and Mexico, a stronger U.S. dollar and Mexican peso generally have a negative impact on our operating results, while a weaker U.S. dollar and Mexican peso generally have a positive effect. In addition, currency exchange rate fluctuations may affectabroad, disrupt the comparative prices between products we sell and products our foreign competitors sell in the same market, which may adversely affect demand for our products. Substantial exchange rate fluctuations as a result of the strengthening of the U.S. dollar or otherwise, may have an adverse effect on our operating results, financial condition, and cash flows, as well as the comparabilityoperation of our Consolidated Financial Statements between reporting periods. Our primary foreign currency
exchange rate exposure is with the Euro, the Australian dollar, the Canadian dollar, the British pound, the Mexican peso, the Japanese yen, the Chinese Renminbi,supply chain and the Romanian New Leu against the U.S. dollar, as well as the Romanian New Leu against the Euro. We may also experience foreign currency exchange rate exposure as a result of the volatility and uncertainty that may arise as a result of the United Kingdom's process for exiting the EU. 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 involve risksthird-party vendors, and may not effectively limit our underlying exposureimpact operational results. Additionally, increased frequency and intensity of weather events due to foreign currency exchange rate fluctuations or minimize our net earnings and cash volatility associated with foreign currency exchange rate changes. Further, the failure of one or more counterpartiesclimate change could lead to our foreign currency exchange rate contracts to fulfill their obligations to us could adversely affect our operating results.
Increases in the cost of raw materials, components, parts and accessories that we purchase and/or increases in our other costs of doing business, have, and could continue to, adversely affect our profit margins and businesses.
We purchase raw materials suchlost sales as steel, aluminum, petroleum and natural gas-based resins, linerboard, and other commodities, and components, such as engines, transmissions, transaxles, hydraulics, and electric motors, for use in our products. In addition, we are a purchaser of components and parts containing various commodities, including steel, aluminum, copper, lead, rubber, and others that are integrated into our end products. To the extent that commodity costs increase and we do not have firm pricing from our suppliers, or our suppliers are not able to honor such prices, increases in the cost of such raw materials, components, parts and accessories may adversely affect our profit margins. Furthermore, changes to international trade policies or agreements could result in additional tariffs, duties or other charges on raw materials, components, parts or accessories we import into the U.S. and/or use in our products. In addition, increases in other costs of doing business may also adversely affect our profit margins and businesses. For example, an increase in fuel costs and/or freight rates may result in an increase in our transportation costs, which also could adversely affect our operating results and businesses.
Historically, we have mitigated cost increases, in part, by collaborating with suppliers, reviewing alternative sourcing options, substituting materials, utilizing Lean methods, engaging in internal cost reduction efforts, and increasing prices on some of our products, all as appropriate. However, we may not be able to fully offset such increased costs in the future. Further, if our price increases are not accepted by our customers and the market, our net sales, profit margins, earnings, and market share could be adversely affected.
Disruption in the availability of raw materials, components, parts and accessories used in our products has, and could continue to, adversely affect our business.
Although most of the raw materials, components, parts and accessories used in our products are generally commercially available from a number of sources and in adequate supply, certain items are sourced from single suppliers. Any disruption in the availability of raw materials, components, parts and accessories used in our products, including as a result of labor staffing or other challenges that may be experienced by our suppliers, our inability to timely or otherwise obtain substitutes for such items, or any deterioration in our relationships with, the financial viability or quality of, or the personnel relationships at, our suppliers, could adversely affect our business.prioritize basic needs.
Our Professional segment net sales are dependent uponincludes a variety of products that depend on certain factors, including golf course revenues and the amount of investment in golf course renovations and improvements; the level of new golf course development and golf course closures; the extent to which property owners outsource their lawn care and snow and ice removal activities; residential and commercial construction activity; continued acceptance of, and demand for, ag-irrigation solutions for agricultural markets; the timing and occurrence of winter weather conditions; the demand for our products in the rental and specialty construction markets; the availability of cash or credit to Professional segment customers on acceptable terms to finance new product purchases; and the amount of government revenues, budget, and spending levels for grounds maintenance equipment.varied factors.
Our Professional segment includes a variety of products that are sold by distributors or dealers, or directly to government customers, rental companies, construction companies, and professional users engaged in maintaining and creating properties and landscapes, such as golf courses, sports fields, residential and commercial properties and landscapes, and governmental and municipal properties. Accordingly, our professional segment net sales are impacted by golf course revenues and the amount of investment in golf course renovations and improvements; the level of new golf course development and golf course closures; the extent to which property owners outsource their lawn care and snow and ice removal activities; continued acceptance of, and demand for, ag-irrigation solutions for agricultural markets; the timing and occurrence of winter weather conditions; the demand for our products in the rental and specialty construction markets; residential and commercial construction activity; availability of cash or credit on acceptable terms to finance new product purchases; and the amount of government spending for new grounds maintenance equipment. Among other things, anyAny one or a combination of the following factors, couldamong others, many of which have an adverse effect on our Professional segment net sales:
reduced levels of investment in golf course renovationsbeen and improvements and new golf course development; reduced revenue for golf courses resulting from a decrease in rounds played and/or memberships, as applicable; and increased number of golf course closures, any one of which
or any combination of whichmay continue to be adversely impacted by COVID-19, could result in a decrease in spending and demand for our products;products and have an adverse effect on our Professional segment net sales:
•reduced revenue for golf courses resulting from a reduction in the level of interest in the game of golf and/or a decrease in rounds played, memberships, and/or food and beverage sales, as applicable;
•reduced investment in golf course renovations and improvements;
•the level of new golf course development and golf course closures;
•reduced consumer and business spending on property maintenance, and/or unfavorable weather conditions, causing property ownerssuch as lawn care and landscape contractor professionals to forego or postpone purchases of our products;snow and ice removal activities;
•low or reduced levels of commercialinfrastructure improvements and residentialother construction resulting in a decrease in demand for our products;activities;
•decreased oil and gas construction activities;
•a decline in acceptance of, and demand for, ag-irrigation solutions for agricultural marketsproduction;
•availability of cash or credit on acceptable terms for our customers to finance new product purchases; and our products in the rental and specialty construction markets; and
•customer and/or government budgetary constraints resulting in reduced government spending for grounds maintenance or construction equipment.
Our Residential segment net sales are dependent upondepend on consumers buying our Residential segment products at dealers, mass retailers, and home centers, such as The Home Depot, Inc.;centers; the amount of product placement at mass retailers and home centers; consumer confidence and spending levels; changing buying patterns of customers; and the impact of significant sales or promotional events.
The elimination, reduction, or reductionchanges in the placement of shelf space assigned to our residentialResidential segment products or other changes to the placement of our products byat mass retailers and home centers, such as The Home Depot, could adversely affect our Residential segment net sales. Our Residential segment net sales also are dependentdepend upon the buying patterns of customersconsumers and changing
changes to buying patterns of our customers could result in reduced sales of one or more of our Residential segment products.sales. For example, as consumers purchase products at home centers and mass retailers that typically offer broader and lower price points than dealers, we have experienced increased demand for and sales of our Residential segment products purchased at mass retailers and home centers. The Home Depot is a substantial customer of ours, which accounted for less than 10 percent of our total consolidated gross sales in fiscal 2018 but accounted for approximately 10 percent and 11 percent of total consolidated gross sales in fiscal 2017 and 2016, respectively.centers have increased. 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,customer, but the loss of any substantialsuch customer, a significant reduction in sales to The Home Depot or othersuch customers, or our inability to maintain adequate product placement at mass retailers and home centers or our inability to respond to future changes in buying patterns of customersconsumers or new distribution channels could have a material adverse impact on our business and operating results. Furthermore, our quarterly or annual results can be impacted as a result of the timing of significant sales or promotional events for our Residential products.
Changes in our product mix between reportable segments and/or within a reportable segment could adversely impact our financial performance, including profit margins and net earnings.
Our Professional segment products generally have higher profit margins than our Residential segment products. OurAccordingly, our financial performance, including our profit margins and net earnings, canhave been and will continue to be impacted depending on the mix of products we sell during a given period. For example, if we experience lower sales of our Professional segment products that generally carry higher profit margins than our Residential segment products, our financial performance, including profit margins and net earnings, have been and could continue to be negatively impacted. Similarly, within each reportable segment, if we experience lower sales of products that generally carry higher profit margins, our financial performance, including profit margins and net earnings, have been and could continue to be negatively impacted.
We intendface intense competition in all of our product lines with numerous manufacturers and we may fail to grow our business in part through acquisitions and alliances, strong customer relations, and new joint ventures, investments, and partnerships,compete effectively against competitors' actions, which could be risky and may harm our business reputation, financial condition, and operating results.
OneOur products are sold in highly competitive markets throughout the world and as a result, we compete with many U.S. and non-U.S. companies across our various markets, industries, and product offerings. These competitors and the degree of competition vary widely by industry, product line, end market, geographic scope and/or geographic location. The principal competitive factors in our industries and markets include product innovation; quality and reliability; pricing and sales promotion and incentive programs; product support and customer service; warranty; brand awareness; reputation; distribution, shelf space, and product placement and availability; and financing options. Some of our growth strategies iscompetitors have substantially larger operations and greater financial resources than us, and some have smaller operations offering various and/or more specialized capabilities to drive growthcustomers, and they may be able to adapt more quickly to
new or emerging technologies and changes in our businessescustomer preferences, or devote greater or more specialized resources to the development, promotion, and accelerate opportunities tosale of their products or disruptive new products or technologies than we can. In addition, competition could increase if new companies enter the market, existing competitors combine or consolidate their operations or if existing competitors expand our global presence through targeted acquisitionstheir product lines or intensify efforts within existing product lines. Our current products, products and alliances, strong customer relations,technologies under development, and new joint ventures, investments, and partnerships that add value while supplementing our existing brands and product portfolio. Our ability to grow through acquisitions will depend, in part, on the availability of suitable candidates at acceptable prices, terms, and conditions, our ability to develop new and improved products and technologies may be insufficient to enable us to compete effectively with our competitors.
Our Residential segment products generally face a higher volume of competition than our Professional segment products given the low barriers to entry resulting in numerous other manufacturers selling products that compete directly with our products. Internationally, our Residential segment products typically face more competition because many foreign competitors design, manufacture, market, and sell products in their respective countries. 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. Competitors may move manufacturing operations to low cost countries for acquisition candidates,significant cost and the availability of capitalprice reductions, and personnelwe may not be able to complete such acquisitions and run the acquired business effectively. Any acquisition, alliance, joint venture, investment, or partnershipcompete, which could impairharm our business financial condition, reputation, and operating results. The benefits
Increases in the cost of commodities, components, parts, and accessories that we purchase and/or increases in our other costs of doing business, have, and could continue to, adversely affect our profit margins and businesses.
We purchase commodities, components, parts, and accessories for use in our manufacturing process and end-products or to be sold as stand-alone end-products, such as steel, aluminum, petroleum and natural gas-based resins, linerboard, copper, lead, rubber, engines, transmissions, transaxles, hydraulics, electrification components, and other commodities, components, parts and accessories. Increased costs, including as a result of COVID-19 and/or inflation, increased tariff, duties, or other charges as a result of changes to U.S. or international trade policies or trade agreements, trade regulation and/or industry activity, or antidumping and countervailing duty petitions on certain products imported from foreign countries, including certain engines imported into the U.S. from China, or the inability of suppliers to continue operations or otherwise remain in business, have affected our profit margins, operating results and businesses and could continue to result in declines in our profit margins, operating results and businesses. Historically, we have mitigated commodity, component, parts, or accessories cost increases, in part, by increasing prices on some of our products and executing on our strategic productivity initiatives, which include, but are not limited to, collaborating with suppliers, reviewing alternative sourcing options, substituting materials, utilizing Lean methods, and engaging in internal cost reduction efforts, all as appropriate. However, we may not be able to fully offset increased commodity, component, parts, or accessories costs in the future. Further,
if our price increases are not accepted by our customers and the market, our net sales, profit margins, earnings, and market share could be adversely affected.
Any inability to cost-effectively expand existing facilities, open and manage new or acquired facilities, move production between manufacturing facilities, and/or any disruption at or near any of our facilities or other operations, or those of our suppliers, distribution channel customers, mass retailers, or home centers where our products are sold has and could continue to adversely affect our business and operating results.
Production downtime and/or the inability to produce products at our facilities or other disruptions have occurred and could continue to occur as a result of supply chain challenges, including the ability to procure adequate supplies of commodities, components, parts, and accessories to meet our production requirements and decreases in work force availability at our locations or those in our supply chains; natural disasters; inclement weather; man-made disasters or other external events, such as terrorist acts or acts of war, pandemics and/or epidemics, including COVID-19, boycotts and sanctions, widespread criminal activities, or protests and/or social unrest, or other events, at or in proximity to any of our facilities or in our manufacturing or other operations, or those of our distribution channel customers, mass retailers or home centers where our products are sold, or suppliers. A work slowdown, strike, or similar action could occur at any one of our facilities, or the facilities of our distribution channel customers and suppliers, and such facilities could fail to renew or enter into new collective bargaining agreements or may have to enter into a new collective bargaining agreement at a facility not currently covered by an acquisition, agreement. Furthermore, we plan to shift production between our manufacturing facilities from time to time and open new manufacturing and/or new alliance, joint venture, investment,distribution facilities to align production capacity with production goals. Such events and disruptions could make it difficult or partnership may take more time than expectedimpossible to developmanufacture or integrate intoto deliver products to our operations, and we cannot guarantee that previouscustomers, produce or future acquisitions, alliances, joint ventures, investments,maintain sufficient inventory of our products, receive commodities, components, parts or partnerships will, in fact, produce any benefits. Acquisitions, alliances, joint ventures, investments, and partnerships may involve a number of risks, the occurrence ofaccessories from our suppliers, or perform critical functions, which could adversely affect our business reputation, financial condition,globally or in certain regions. Such events also may result in shortages of commodities, components, parts, or accessories; higher fuel, transportation, and commodity costs; and delays in shipments to our distribution channel customers.
Any failure by us, or our suppliers or distribution channel partners, to hire and/or retain a labor force to adequately staff manufacturing operations, perform service or warranty work, or other necessary activities or allow employees to adequately and safely perform their jobs, could adversely affect our business, operating results, including:and reputation.
diversionOur labor needs, and those of management's attention;our suppliers and distribution channel partners, fluctuate throughout the year and by region. During periods of peak manufacturing activity it is often
necessary to sharply increase the number of production staff by utilizing new hires and temporary labor. Production staff hired during such periods of peak manufacturing activity may not have the same level of training, competency, experience, or commitment as regular production employees. In addition, due to limited workforce populations in areas around the locations where we, or our existing operationssuppliers and plans;
inability to effectively manage our expanded operations;
difficultiesdistribution channel partners, manufacture products or delays in integrating and assimilating information and financial systems, operations, manufacturing processes and products of an acquiredconduct business, or other business venturefactors, we, or in realizing projected efficiencies, growth prospects, cost savings,our suppliers and synergies;
inability to successfully integrate or develop a distribution channel for acquired product lines;partners, may not have a sufficient pool of individuals with the right skills and experience available to fulfill labor requirements on a cost-effective basis or otherwise.
potential lossOur labor needs and those of key employees, customers, distributors, or dealers ofour suppliers and distribution channel partners have been negatively impacted by COVID-19, which has exacerbated the acquired businesses or adverse effects on
existing business relationships with suppliers, customers, distributors, and dealers;
delays or challenges in transitioning distributorsretaining and dealers of acquired businesses to using our Red Iron financing joint venture with TCFIF;
violation of confidentiality and non-compete obligations or agreements by employees ofmaintaining an acquired business;
adverse impact on overall profitability if our expanded operations 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 acquisition purchase prices or other business venture investment costs, which could in turn restrict our ability to access additional capital when needed or pursue other important elements of our business strategy;
failure by acquired businesses or other business ventures to comply with applicable international, federal, and state product safety or other regulatory standards;
infringement by acquired businesses or other business ventures of intellectual property rights of others;
inaccurate assessment of additional post-acquisition or business venture investments, undisclosed, contingent or other liabilities or problems, unanticipated costs associated with an acquisition or other business venture, and an inability to recover or manage such liabilities and costs;
incorrect estimates made in the accounting for acquisitions and incurrence of non-recurring charges; and
write-off of significant amounts of goodwill or other assetsadequate production staff, including as a result of deteriorationglobal governmental, business and individual actions that have been, and continue to be, taken in the performance of an acquired business or product line, adverse market conditions, changes in the competitive landscape, changes in laws or regulations that restrict activities of an acquired business or product line, orresponse to COVID-19, and such impacts are expected to continue. Furthermore, we have incurred additional costs as a result of necessary actions and preparedness plans to help ensure the health and safety of our employees and continued operations, including enhanced cleaning processes and protocols designed to implement appropriate social distancing practices. If we, or our suppliers and distribution channel partners, continue to be unable to hire, train, and/or retain a varietylabor force to adequately staff manufacturing operations, perform service or warranty work, or other necessary activities, and adhere to protocols established to create a safe workplace, or we incur additional costs to help ensure the health and safety of other circumstances.
In addition, effective internal controls are necessary for usour employees and operations, we could continue to provide reliable and accurate financial reports and to effectively prevent fraud. The integration of acquired businesses may resultexperience disruptions in our systemsmanufacturing and controls becoming increasingly complexother processes, which have and more difficultcould continue to manage. We devote significant resources and time to comply with the internal control over financial reporting requirements of the Sarbanes-Oxley Act of 2002. However, we cannot be certain that these measures will ensure that we design, implement, and maintain adequate control overadversely impact our financial processes and reporting in the future, especially in the context of acquisitions of other businesses. Any difficulties in the assimilation of acquired businesses into our control system could harm ourbusiness, operating results or cause us to fail to meet our financial reporting obligations. Also, 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. These risks, among others, could be heightened if we complete a large acquisition or other business venture or multiple transactions within a relatively short period of time.and reputation.
If we underestimate or overestimate demand for our products and do not maintain appropriate inventory levels, our net sales and/or working capital could be negatively impacted.
Our ability to manage our inventory levels to meet our customers' demand for our products and fulfill existing and future sales order backlog is important for our business. For example, our residential lawn and garden products are generally manufactured throughout the year and our residential snow thrower products are manufactured in the summer and fall months but may be extended into the winter months, depending upon demand. However, ourOur production levels and inventory management goals for our Residential segment products are based on estimates of retail demand for our products, taking into account production capacity, timing of shipments, existing sales order backlog, and field inventory levels. Managing inventory levels in the current COVID-19 commercial environment is particularly difficult as a result of demand volatility; changes to production operations, locations and schedule; and supply chain challenges limiting our ability to source an adequate supply of commodities, components, parts, and accessories to meet our production requirements. These factors have resulted manufacturing inefficiencies and related unfavorable manufacturing variances that have negatively impacted our financial results. If such manufacturing inefficiencies continue, we underestimate or overestimate or underestimate both channel and retail
demand for any of our products, during a given season, we mayare not able to manufacture product to fulfill customer demand and existing and future sales order backlog, and/or do not produce or maintain appropriate inventory levels, which could negatively impact our net sales, margins, net earnings, and/or working capital could be negatively impacted. Furthermore, such impacts hinder our ability to meet customer demand, orresult in the loss of customers, and could cause us to incur charges associated with inventory valuation adjustments for excess and obsolete inventory charges.inventories.
Our business and operating results are subject to the inventory management decisions of our distribution channel customers.
We are subject to risks relating to the inventory management decisions and operational and sourcing practices of our distribution network. Our distribution channel customers carry inventories of our products as part of their ongoing operations and adjust those inventories based on their assessments of future needs.needs, including anticipated end-customer demand. Such adjustments may impacthave impacted our inventory management and working capital goals as well as operating results. Ifresults, and such adjustments may impact us in the inventory levels of our distribution channel customers are higher than they desire, they may postpone product purchases from us, which could cause our sales to be lower than the end-user demand for our products and negatively impact our inventory management and working capital goals as well as our operating results. Similarly, our results could be negatively impacted through the loss of sales if our distribution channel customers do not maintain field inventory levels sufficient to meet end-user demand.future.
Changes in composition of, financial viability of, and the relationships with, our distribution channel customers could negatively impact our business and operating results.
If we fail to maintain an effective network of distribution channel partners, including distributors, dealers, mass retailers, and distributorshome centers, for our products, we may not have adequate market coverage for the optimal level of sales of our products. OurAdditionally, our distribution channel customers may not commit the necessary resources to market and sell our products to the level of our expectations, and, regardless of the resources they commit,as we would expect, and/or they may not be successful.successful in marketing and ultimately selling our products. Any weak demand for, or quality issues with, our products may cause our distribution channel customers to reduce or terminate their relationships with us or adversely affect our ability to engage new dealers and distributors or maintain or obtain shelf space at mass retailers and home centers. Changes in the ownership or control of our distribution channel customers could also adversely affect our relationships with them. If we are not able to maintain effective distribution channels, if our distribution channel customers are not successful in the marketing and selling our products, or if we experience a significant reduction in,or cancellation or change in the size and timing of orders from our distribution channel customers, our sales could decline and have an adverse effect on our business and operating results. Any weak demand for, or quality issues with, our products may cause our distribution channel customers to reduce or terminate their relationships
with us or adversely affect our ability to engage new dealers and distributors. IfIn addition, if adverse economic conditions continue or business conditions worsen or other events causescause a decline in sales by our distribution channel customers or weakens their financial condition, our net sales and earnings could be adversely affected. In addition, thisSuch situation could adversely affect the ability of such customers to pay amounts owed, which could require us to repurchase financed product. Changes in the ownership or control of our distribution channel customers could also adversely affect our relationships with them.
We face intense competition in all of our product lines with numerous manufacturers, including some that have larger operations and financial resources than us. 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 product innovation, quality and reliability, pricing, product support and customer service, warranty, brand awareness, reputation, distribution, product placement and shelf space, and financing options. We compete in many product lines with numerous manufacturers, some of which have substantially larger operations and financial resources than us. As a result, they may be able to adapt more quickly to new or emerging technologies and changes in customer preferences, or devote greater resources to the development, promotion, and sale of their products than we can. In addition, competition could increase if new companies enter the market, existing competitors consolidate their operations 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 because many foreign competitors design, manufacture, and market products in their respective countries. We experience this competition primarily in Europe. 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 may not be able to compete effectively against competitors' actions, which may include the movement by competitors with manufacturing operations to low cost countries for significant cost and price reductions, and could harm our business and operating results.
A significant percentage of our consolidated net sales is generated outside of the U.S., a portion of which is financed by third parties, 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, regulatory, accounting, and business factors, and may not be successful or produce desired levels of net sales.
We currently manufacture our products in the U.S., Mexico, Australia, the United Kingdom, Italy, Germany, Poland,
Romania, and China for sale throughout the world. We maintain sales offices in the U.S., Belgium, the United Kingdom, Australia, Japan, China, Italy, Poland, and Germany. Our net sales outside the U.S. were 24.6 percent, 24.4 percent, and 24.2 percent of our total consolidated net sales for fiscal 2018, 2017, and 2016, respectively. International markets have been, and will continue to be, a focus for us for revenue growth, both organically and through acquisitions. We believe many opportunities exist in the international markets, and over time, we intend for international net sales to comprise a larger percentage of our total consolidated net sales. Several factors, including the implications of the United Kingdom's process for exiting the EU, implications of withdrawal by the U.S. from, or revisions to, international trade agreements, foreign trade or other policy changes between the U.S. and other countries, weakened international economic conditions or the impact of sovereign debt defaults by certain European countries, could adversely affect our international net sales. Additionally, the expansion of our existing international operations and entry into additional international markets require significant management attention and financial resources. Many of the countries in which we manufacture or 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 distribution channel customers 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 or enhanced trade restrictions and restrictions on the activities of foreign agents, representatives, and distribution channel customers;
withdrawal from or revisions to international trade policies or agreements and the imposition or increases in import and export licensing and other compliance requirements, customs duties and tariffs, import and export quotas and other trade restrictions, 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 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;
higher tax rates and potentially adverse tax consequences, including restrictions on repatriating cash and/or earnings to the U.S.;
fluctuations in our operating performance based on our geographic mix of sales;
transportation delays and interruptions;
national and international conflicts, including foreign policy changes, acts of war or terrorist acts;
difficulties in protecting, enforcing or defending intellectual property rights; and
multiple, changing, and often inconsistent enforcement of laws, rules, regulations and standards, including rules relating to taxes, environmental, health and safety matters.
Our international operations may not produce desired levels of net sales or, among other things 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.
In addition, a portion of our international net sales is financed by third parties. 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 international customers by these third parties,our floor plan arrangements, challenges or delays in transferring new distributors and dealers from any business we might acquire or otherwise to available floor plan platforms, any termination or disruption of our floor plan arrangements, or any delay in securing replacement credit sources could adversely affect our net sales and operating results.
We are a party to various floor plan arrangements in order to provide reliable, competitive floor plan financing to certain of our distributors and dealers primarily in the U.S. and Canada to support their businesses and improve our working capital for our other strategic purposes. As a result, we depend on such arrangements for our inventory financing programs. The availability of financing from our floor plan arrangements is affected by many factors, including, among others, the overall credit markets, the credit worthiness of our dealers and distributors, and regulations that may affect such financing providers. Any material change in the availability or terms of credit offered to our customers by our floor plan financing providers, challenges or delays in transferring new distributors and dealers from any business we might acquire or otherwise to our available financing platforms, any termination or disruption of our floor plan arrangements, or any delay in securing replacement credit sources could adversely affect our sales and operating results.
If we are unable to continue to enhance existing products, as well as 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 net sales, which have historically benefited from the introduction of new products, may be adversely affected.
One of our growth strategies is to develop innovative, customer-valued products to generate revenue growth. In the past, our sales from new products, which we define as those introduced in the current and previous two fiscal years, 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 for the markets in which we compete, including by incorporating new or emerging technologies that may become preferred by our customers. Product development requires significant financial, technological, talent and other resources. Product improvements and new product introductions also require significant research, planning, design, development, engineering, and testing at the technological, product, and manufacturing process levels and we may not be able to timely develop and introduce product improvements or new products. Our competitors' new products may beat our products to market, be higher quality or more reliable, be more effective with more features and/or less expensive than our products, incorporate new or emerging technologies, obtain better market acceptance, 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.
Any disruption at any of our facilities or in our manufacturing or other operations, or those of our distribution channel customers or suppliers, or our inability to cost-effectively expand existing, open and manage new, and/or move production between manufacturing facilities could adversely affect our business and operating results.
We currently manufacture most of our products at eight locations in the U.S., two locations in Mexico, and one location in each of Australia, Italy, the United Kingdom, Romania, Germany, Poland, and China. We have several locations that serve as distribution centers, warehouses, test labs, and corporate offices. In addition, we have agreements with other third-party manufacturers to manufacture products on our behalf. We also market our products through domestic and international distributors, as well as a large number of dealers, hardware retailers, home centers, mass retailers and online, and source raw materials, components, parts and accessories from a variety of international and domestic suppliers.
Our facilities and our manufacturing and other operations and those of our distribution channel customers and suppliers may incur losses or experience disruptions as a result of natural disasters and/or climate change-related events, such as tornadoes, hurricanes, earthquakes, floods, tsunamis, typhoons, drought, fire, other extreme weather conditions, and other natural disasters and events that occur as a result of such events, such as water or other natural resource shortages, rising sea levels, power shortages, or telecommunications failures. In addition, losses or disruptions could occur as a result of man-made disasters and other external events, such as terrorist acts or acts of war, pandemics, boycotts and sanctions or widespread criminal activities such as drug cartel-related violence that may disrupt our production activities and maquiladora operations based in Juarez, Mexico. A work slowdown, strike, or similar action could occur at any one of our facilities (or the facilities of our distribution channel customers and suppliers) currently operating under a collective bargaining agreement, such facilities could fail to renew or enter into new collective bargaining agreements, or we may have to enter into a new collective bargaining agreement at a facility not currently covered by an agreement. Furthermore, we could decide, or be forced, to shift production to one of our other manufacturing facilities or we may decide to open new manufacturing or distribution facilities or move production between our facilities to align production capacity with production goals.
Such events and disruptions could make it difficult or impossible to manufacture or to deliver products to our distribution channel customers, produce or maintain sufficient inventory of our products, meet the demands of our customers, receive raw materials, components, parts or accessories from our suppliers, or perform critical functions, which could adversely affect our business globally or in certain regions. Such events also may result in shortages of raw materials, components, parts and accessories, higher fuel and commodity costs and delays in shipments to our distribution channel
customers. Our business and operating results could be impacted to a greater degree than we previously experienced to the extent that unfavorable weather conditions are exacerbated by global climate change or otherwise. Our insurance coverage with respect to natural disasters and other disruptions is limited and is subject to deductibles and coverage limits. Such coverage may not be adequate, or may not continue to be available at commercially reasonable rates and terms. The occurrence of any such events could negatively impact our business and operating results.
Our production labor needs, and those of our suppliers, fluctuate throughout the year. Any failure by us, or our suppliers, to hire and/or retain a production labor force to adequately staff manufacturing operations or by the production labor force to adequately and safely perform their jobs could, among other things, result in a disruptions in our manufacturing process, which have, and could continue to, adversely affect our business and operating results and, our reputation could suffer.
Our production labor needs, and those of our suppliers, fluctuate throughout the year. During periods of peak manufacturing activity it is often necessary to sharply increase the number of production staff by utilizing new hires and temporary labor. Production staff hired during such periods of peak manufacturing activity may not have the same level of training, competency, experience, or commitment as regular production employees. In addition, as a result of low unemployment rates, a limited workforce population available in areas around the locations where we, or our suppliers, manufacture products, or other factors, we, or our suppliers, may not have a sufficient pool of experienced and competent individuals available to fulfill production labor requirements on a cost-effective basis or otherwise. If we, or our suppliers, are unable to hire and/or retain a production labor force to adequately staff manufacturing operations, particularly during periods of peak manufacturing activity, or if production staff are not adequately trained or do not adhere to protocols established to create a safe workplace, we could experience, among other things, disruptions in our manufacturing processes, which could adversely impact our business, operating results and reputation.
Management information systems, are critical to our business. If our managementsoftware, or information systemssecurity practices or those of our business partners or third partythird-party service providers fail to adequately perform and/or protect sensitive or confidential information, or if we, our business partners, or third partythird-party service providers experience an interruption in the operation of such systems, software, or practices, our business, reputation, financial condition, and operating results could be adversely affected.
We have many management information systems and other software that are critical to our business and certain of our products, some of which are managed by third parties.third-parties. These management information systems and software are used to record, process, summarize, transmit, and store electronic information, and to manage or support a variety of business processes and activities, including, among other things, our accounting and financial functions, including maintaining our internal controls;functions; our manufacturing and supply chain processes; managing personal data or other data relating to our customers, suppliers, and employees; and the data related to our research and development
efforts. We may be unable to enhance our existing information systems and software or implement new information systems or software when necessary; may experience unanticipated delays, complications, or expenses in implementing, integrating, and operating our systems; and/or require substantial expenditures or interruptions in operations in connection with any system changes we might pursue, including as may be necessary during the integration of acquisitions. The failure of our management information systems or software or those of our business partners or third partythird-party service providers to perform properly, or difficulties encountered in the development of or transfer over to new systems or the modification or upgrade
of existing systems, could disrupt our business and harm our reputation, which may result in decreased sales, increased overhead costs, excess or obsolete inventory, and product shortages, causing our business, reputation, financial condition, and operating results to suffer. We
Additionally, we take steps to secure our management information systems and software and any access provided by our business partners or third partythird-party service providers, including our computer systems, intranet and internet sites, email and other telecommunications and data networks. However, the security measures we have implemented may not be effective and our systems may be vulnerable to theft, loss, damage, and interruption from a number of potential sources and events, including unauthorized access or security breaches, data privacy breaches, natural or man-made disasters, cyber attacks, computer viruses, malware, phishing, denial of service attacks, power loss, or other disruptive events. Information technology security threats arehave been increasing in frequency and sophistication. Cyber attacks may be random, coordinated, or targeted, including sophisticated computer crime threats. These threats pose a risk to the security of our systems and networks including those that may be used by our products, and those of our business partners and third partythird-party service providers, and to the confidentiality, availability, and integrity of our data.data or data of our customers, suppliers or employees. Our business, reputation, operating results, and financial condition could be adversely affected if as a result of a significant cyber event or otherwise,other event, disrupts or shuts down our operations are disrupted or shutdown;operations; our confidential, proprietary information or data of our customers, suppliers, or employees is stolen or disclosed; our intranet and internet sites are compromised; data is manipulated or destroyed; we incur costs, are required to pay fines or face other regulatory enforcement actions, or our customers lose confidence in our ability to adequately protect their information in connection with stolen or disclosed customer, employee, or other confidential or sensitive information; we must dedicate significant resources to system repairs or increase cyber security protection; or we otherwise incur significant litigation or other costs. As we continue to develop internet-connected products and other new, emerging, and/or disruptive technologies, similar risks may also be present in the systems, technology, and software installed within such products.
A portion of our consolidated net sales is generated outside of the U.S., and we intend to continue to look for opportunities 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, regulatory, accounting, and business factors, and may not be successful or produce desired levels of net sales.
International markets have been, and will continue to be, a strategic focus area for revenue growth, both organically and through acquisitions. We currently manufacture our products and maintain sales offices in the U.S. and other countries for sale throughout the world. Our net sales outside the U.S.
were 20.9 percent, 20.1 percent, and 23.1 percent of our total consolidated net sales for fiscal 2021, 2020, and 2019, respectively. We believe many opportunities exist in the international markets, and over time, we intend for international net sales to comprise a larger percentage of our total consolidated net sales; however, expanding our existing international operations and entering into additional international markets requires significant management attention and financial resources. Several factors, including the implications of withdrawal by the U.S. from, or revisions to, international trade agreements, foreign trade or other policy changes between the U.S. and other countries, weakened international economic conditions or the impact of sovereign debt defaults by certain European countries, could adversely affect our international net sales.
Many of the countries in which we manufacture or sell our products, or in which we otherwise have a presence are, to some degree, subject to political, economic, and/or social instability, which has been heightened as a result of COVID-19. As a result, our international operations expose us and our representatives, agents, and distribution channel customers to risks inherent in operating in foreign jurisdictions. These risks include:
•weakened economic conditions;
•pandemics and/or epidemics, including COVID-19;
•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 or enhanced trade restrictions and restrictions on the activities of foreign agents, representatives, and distribution channel customers;
•withdrawal from or revisions to international trade policies or agreements and the imposition or increases in import and export licensing and other compliance requirements, customs duties and tariffs, import and export quotas and other trade restrictions, license obligations, 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 business with the sanctioned country, company, person, or entity;
•international pricing pressures;
•foreign trade or other policy changes between the U.S. and other countries, trade regulation, and/or industry activity that favors domestic companies, including antidumping and countervailing duty petitions on certain products imported from foreign countries, including certain engines imported into the U.S. from China;
•adverse currency exchange rate fluctuations;
•longer payment cycles and difficulties in enforcing agreements and collecting receivables through certain foreign legal systems;
•potentially higher tax rates and adverse tax consequences, including restrictions on repatriating cash and/or earnings to the U.S.;
•fluctuations in our operating performance based on our geographic mix of sales;
•transportation delays and interruptions;
•national and international conflicts, including foreign policy changes, acts of war or terrorist acts;
•difficulties in protecting, enforcing or defending intellectual property rights; and
•multiple, changing, and often inconsistent enforcement of laws, rules, regulations and standards, including rules relating to taxes, environmental, health and safety matters.
Our reliance uponinternational operations may not produce desired levels of net sales or, among other things, 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.
We are renovating and expanding certain office, manufacturing, and other facilities and could experience disruptions to our operations in connection with such efforts.
We are continually renovating and, where appropriate or necessary, expanding our facilities, primarily driven by the growth of our business and the need to expand our manufacturing capacity. We have historically financed, and expect to continue to finance, such efforts with cash on hand and cash from operating activities. Expanding and renovating our facilities could disrupt our business operations, and such effects could include but are not limited to potential interruption in manufacturing processes, delivery of raw materials, shipping finished goods, and data flow; unforeseen construction, scheduling, engineering, environmental, or geological problems; and unanticipated cost increases.
Strategic Risks
Future acquisitions and alliances, strong customer relations, and new joint ventures, investments, and partnerships could be risky and may harm our business, reputation, financial condition, and operating results.
One of our strategies is to drive growth in our businesses and expand our global presence through targeted acquisitions and alliances, strong customer relations, and new joint ventures, investments, and partnerships that add value and complement our existing brands and product portfolio. For example, on April 1, 2019 and March 2, 2020, we completed the CMW and Venture Products acquisitions, respectively. The CMW acquisition is the largest acquisition in our history and the Venture Products acquisition is among one of the largest acquisitions in our history.
Our continued ability to grow through acquisitions will depend, in part, on the availability of suitable target candidates at acceptable prices, terms, and conditions; our ability to compete effectively for acquisition candidates; and the availability of capital and personnel resources to complete
such acquisitions and operate and integrate the acquired business effectively. Any acquisition, alliance, joint venture, investment, or partnership could impair our business, financial condition, reputation, and operating results. For instance, the benefits of an acquisition, or new alliance, joint venture, investment, or partnership may take more time than expected to achieve, or may not develop at all. Acquisitions, alliances, joint ventures, investments, and partnerships may involve a number of risks, the occurrence of which could adversely affect our business, reputation, financial condition, and operating results, including:
•diversion of management's attention to manage and integrate the acquired business;
•disruption to our existing operations and plans;
•inability to effectively manage our expanded operations;
•difficulties, delays, or unanticipated costs, which may be exacerbated by the impact of COVID-19, in integrating and assimilating information and financial systems, internal controls, operations, manufacturing processes and products or in realizing projected efficiencies, growth prospects, cost savings, and other synergies;
•inability to successfully integrate or develop a distribution channel for acquired product lines;
•loss of key employees, customers, distributors, or dealers of the acquired businesses or adverse effects on existing business relationships with suppliers, customers, distributors, and dealers;
•write-off of significant amounts of goodwill, other indefinite-lived intangible assets, and/or long-lived assets because of deterioration in the performance of an acquired business or product line, adverse market conditions, changes in the competitive landscape, changes in laws or regulations that restrict activities of an acquired business or product line, or other circumstances;
•delays or challenges in transitioning distributors and dealers of acquired businesses to available floor plan financing arrangements;
•violation of confidentiality, intellectual property, and non-compete obligations or agreements by employees of an acquired business or lack of or inadequate formal intellectual property protection mechanisms in place at an acquired business;
•adverse impact on overall profitability if our expanded operations do not achieve, or are delayed in achieving, the growth prospects, net sales, net earnings, cost and/or revenue synergies, or other 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 acquisition purchase prices or other business venture investment costs, which could restrict our ability to access additional capital when needed, result in a decrease in our credit rating, or limit our ability to pursue other important elements of our business strategy;
•failure by acquired businesses or other business ventures to comply with applicable international, federal, and state product safety or other regulatory standards;
•infringement by acquired businesses or other business ventures of valid intellectual property rights of others;
•inaccurate assessment of additional post-acquisition or business venture investments, undisclosed, contingent or other liabilities or problems, unanticipated costs associated with an acquisition or other business venture, and despite the existence of representations, warranties and indemnities in any definitive agreement and/or a representation and warranty insurance policy, if applicable, an inability to recover or manage such liabilities and costs; and
•impacts as a result of purchase accounting adjustments, incorrect estimates made in the accounting for acquisitions, occurrence of non-recurring charges, or other potential financial accounting or reporting impacts.
In addition, we need effective internal controls to provide reliable and accurate financial reports and to effectively prevent fraud. Integrating acquired businesses may make our systems and controls more complex and difficult to manage. We devote significant resources and time to comply with the internal control over financial reporting requirements of the Sarbanes-Oxley Act of 2002. However, we cannot be certain that these measures will ensure that we design, implement, and maintain adequate control over our financial processes and reporting in the future, particularly in the context of acquisitions of other businesses, regardless of whether such acquired business was previously privately or publicly held. Any difficulties in the assimilation of acquired businesses into our internal control framework could harm our operating results or cause us to fail to meet our financial reporting obligations.
Also, 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. These risks, among others, could be heightened if we complete a large acquisition or other business venture or multiple transactions within a relatively short period of time.
Failure to successfully complete divestitures or other restructuring activities could negatively affect our operations.
From time to time, we may divest of all or a portion of certain businesses and/or facilities, joint venture or minority equity investment interests, subsidiaries, distributorships, or product categories. Divestitures involve risk, including, potential increased expense associated with the divestitures, and potential issues with the acquirers, customers or suppliers of the divested business, or products. Occasionally, we may wind down certain business activities and/or facilities, product lines, and/or perform other organizational restructuring projects in an effort to reduce costs and streamline operations. Such activities involve risks as they may divert management's attention from our core businesses,
increase expenses on a short‑term basis and lead to potential issues with employees, customers, or suppliers. If we do not complete these activities in a timely manner, or do not realize anticipated cost savings, synergies and efficiencies, business disruption occurs during or following such activities, or we incur unanticipated charges, this may negatively impact our business, financial condition, operating results, and cash flows.
Increased scrutiny from the public, investors, and others regarding our environmental, social, and governance ("ESG") practices could impact our reputation.
We have a newly created executive officer position with responsibility for sustainability, additional dedicated employee resources, and a cross-functional/business sustainability leadership team to further develop and implement an enterprise-wide sustainability strategy. We also have published a sustainability report and launched our Sustainability Endures platform. Our sustainability reports include our policies and practices on a variety of ESG matters, including the value creation opportunities provided by our products; diversity, equity, and inclusion; employee health and safety; community giving; and human capital management. These efforts may result in increased investor, media, employee, and other stakeholder attention to such initiatives, and such stakeholders may not be satisfied with our ESG practices or initiatives. Additionally, organizations that inform investors on ESG matters have developed rating systems for evaluating companies on their approach to ESG. Unfavorable ratings may lead to negative investor sentiment, which could negatively impact our stock price. Any failure, or perceived failure, to respond to ESG concerns could harm our business and reputation.
Financial Risks
We may be required to incur impairment and other charges resulting from the impairment of goodwill, indefinite-lived intangible assets, or long-lived assets recorded in connection with business combinations and asset acquisitions.
We completed the CMW and Venture Products acquisitions in April of fiscal 2019 and March of fiscal 2020, respectively, and expect to continue to complete selected business combinations and asset acquisitions in the future. In connection with business combinations, applicable accounting standards generally require the net tangible and intangible assets of the acquired business to be recorded on the balance sheet of the acquiring company at their fair values as of the date of acquisition and any excess in the purchase price paid by us over the fair value of net tangible and intangible assets of any acquired business is recorded as goodwill. Goodwill and indefinite-lived intangible assets are not amortized, but are tested at least annually for impairment or more frequently as events and circumstances dictate. Goodwill is tested for impairment at the reporting unit level, which is generally an operating segment or underlying business component. Indefinite-lived intangible assets are tested for impairment at the individual indefinite-lived
intangible asset or asset group level, as appropriate. Finite-lived intangible assets other than goodwill considered long-lived assets for impairment testing purposes, are tested for impairment as events and circumstances dictate, and are required to be amortized over their estimated useful lives and this amortization expense may be significant to our ongoing financial results.
If we determine that the anticipated future cash flows from our reporting units, indefinite-lived intangible assets or asset groups, or long-lived asset groups may be less than their respective carrying values, our goodwill, indefinite-lived intangible assets, and/or long-lived assets may be deemed to be impaired. If this occurs, applicable accounting rules may require us to write down the value of the goodwill, indefinite-lived intangible assets, and/or long-lived assets on our balance sheet to reflect the extent of any such impairment. Any such write-down of goodwill, indefinite-lived intangible assets, and/or long-lived assets would generally be recognized as a non-cash expense in our Consolidated Statements of Earnings for the accounting period during which any such write down occurs. As of October 31, 2021, we had goodwill of $421.7 million, which is maintained in various reporting units, including goodwill from the CMW and Venture Products business combinations, and indefinite-lived intangible assets of $190.6 million, which together comprise 20.9 percent of our total assets as of October 31, 2021. Impairment charges, including such charges that could arise as a result of COVID-19, could be significant and could adversely affect our consolidated operating results and financial condition.
Fluctuations in foreign currency exchange rates have affected our operating results and could continue to result in declines in our reported net sales and net earnings.
Because the functional currency of most of our foreign operations is the applicable local currency, but our financial reporting currency is the U.S. dollar, we are required to translate the assets, liabilities, expenses, and revenues of our foreign operations into U.S. dollars at the applicable exchange rate in preparing our Consolidated Financial Statements. Accordingly, we face foreign currency exchange rate risk arising from transactions in the normal course of business, such as sales and loans to wholly owned subsidiaries, sales to third-party customers, purchases from suppliers, and bank lines of credit with creditors denominated in foreign currencies.
Foreign currency exchange rates have affected our net sales, net earnings, and operating results and could continue to result in declines in our reported net sales and net earnings. Currency exchange rate fluctuations may also affect the comparative prices between products we sell and products our foreign competitors sell in the same market, which may decrease demand for our products. Substantial exchange rate fluctuations as a result of the strengthening of the U.S. dollar or otherwise, may have an adverse effect on our operating results, financial condition, and cash flows, as well as the comparability of our Consolidated Financial Statements
between reporting periods. While we actively manage our foreign currency market risk in the normal course of business by entering into various derivative instruments to hedge against such risk, these derivative instruments involve risks and may not effectively limit our underlying exposure to foreign currency exchange rate fluctuations or minimize our net earnings and cash volatility associated with foreign currency exchange rate changes. Further, the failure of one or more counterparties to our foreign currency exchange rate contracts to fulfill their obligations to us could adversely affect our operating results.
We are subject to counterparty risk in our credit arrangements and 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, including our revolving credit facility and term loan, and the indentures governing our senior notes and 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 maximum leverage ratio. Our credit arrangements and/or indentures also contain provisions that restrict our ability, subject to specified exceptions, to, among other things, create liens or other encumbrances on our assets; dispose of assets; engage in mergers or consolidations; and pay dividends that are significantly higher than those currently being paid, make other distributions to our shareholders, 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. They may also competitively disadvantage us relative to other companies that may be subject to fewer, if any, restrictions or may otherwise adversely affect our business.
Potential important opportunities or transactions, such as significant acquisitions, may require the consent of our lenders, which consent may be withheld or granted subject to conditions that may affect the attractiveness or viability of the transaction. Additionally, market deterioration or other factors could jeopardize the counterparty obligations of one or more of the banks participating in our revolving credit facility, which could have an adverse effect on our business if we are not able to replace such revolving credit facility or find other sources of liquidity on acceptable terms.
If we do not comply with the terms of our credit arrangements and indentures, our credit arrangements could be terminated and any amounts outstanding pursuant to our credit arrangements and indentures could become due and payable.
We cannot assure that we will be able to comply with all of the terms of our credit arrangements and indentures, particularly the financial covenants. Our ability to comply with such terms depends on the success of our business and
our operating results, as well as various risks, uncertainties, and events beyond our control. If we fail to comply 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. The banks could condition such waiver on terms that may be unfavorable to us. In addition, any amounts outstanding pursuant to our credit arrangements and indentures could become due and payable if we were unable to obtain a covenant waiver or refinance our debt under such arrangements.
A downgrade in our credit ratings could increase our cost of funding and/or adversely affect our access to capital markets or the availability of funding from a variety of lenders.
Our credit ratings are important to our cost and availability of capital. The major rating agencies routinely evaluate our credit profile and assign credit ratings to us. This evaluation is based on a number of factors, which include financial strength, business and financial risk, transparency with rating agencies, and timeliness of financial reporting. Further leveraging our capital structure could result in a downgrade to our credit ratings. For instance, if our credit rating falls below investment grade and/or our leverage ratio rises above 1.50, the interest rate we currently pay on outstanding debt under our revolving credit facility could increase. As such, failure to maintain investment grade credit ratings could adversely affect our cost of funding and our liquidity by limiting the access to capital markets or the availability of funding from a variety of lenders.
The expected phase out of LIBOR could impact the interest rates paid on our variable rate indebtedness and cause our interest expense to increase.
A portion of our borrowing capacity and outstanding indebtedness bears interest at a variable rate based on LIBOR. In July 2017, the United Kingdom's Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of calendar 2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, is considering replacing LIBOR with the Secured Overnight Financing Rate ("SOFR"), a new index calculated based on transactions in the market for short-term treasury securities.
Our variable interest rate financing agreements include language to determine a replacement rate for LIBOR, if necessary. We are evaluating the potential impact of the eventual replacement of the LIBOR benchmark interest rate, however, we are not able to predict whether LIBOR will cease to be available after calendar 2021, whether SOFR will become a widely accepted benchmark in place of LIBOR, or what the impact of such a possible transition to SOFR may be on our operating results or financial condition.
Changes in accounting or tax standards and policies and/or assumptions utilized in determining accounting or tax estimates could adversely affect our financial statements, including our operating results and financial condition.
In preparing the Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles ("GAAP"), we must make decisions that impact our operating results and/or financial condition, including selecting the appropriate accounting and/or tax principles to be applied and the assumptions on which to base accounting and tax estimates. In reaching such decisions, we apply judgments based on our understanding and analysis of the relevant circumstances, historical experience, and actuarial and other independent external third-party specialist valuations, all as appropriate. As a result, actual amounts could differ from those estimated at the time the Consolidated Financial Statements are prepared.
In addition, various authoritative accounting or regulatory entities, including the Financial Accounting Standards Board, Public Company Accounting Oversight Board, and the SEC may amend, expand, and/or eliminate the financial accounting or reporting standards or tax positions that govern the preparation of our Consolidated Financial Statements or could reverse their previous interpretations or positions on how various financial accounting and/or reporting standards or tax positions should be applied. We disclose the impact of accounting pronouncements that have been issued but not yet adopted within our annual and quarterly reports on Form 10-K and Form 10-Q, respectively. However, we do not provide an assessment of proposed accounting pronouncements, as such proposals are subject to change through the exposure process and therefore, we cannot meaningfully assess their effects on our Consolidated Financial Statements. Future changes to accounting or tax standards could modify the accounting or tax policies and procedures that we currently use to prepare our Consolidated Financial Statements. Such changes may be difficult to predict and implement and could impact how we prepare and report our Consolidated Financial Statements, Results of Operations, and Financial Condition.
For additional information regarding our accounting policies, accounting pronouncements adopted, and accounting pronouncements not yet adopted, refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," in the section entitled "Critical Accounting Policies and Estimates" and Note 1, Summary of Significant Accounting Policies and Related Data, of the Notes to Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.
Legal, Regulatory, and Compliance Risks
Our patents, trademark laws,trademarks, and contractual provisions may be insufficient to protect our proprietary rights may not be sufficient to protect ourand intellectual
property from others who may sell similar products. In addition,products and our products may infringe the valid proprietary rights of others.
We hold patents and trademarks relating to various aspects of our products and business and believe that proprietary technical know-how is important to our business and theirbusiness. The loss of such intellectual property could have a material adverse effect on our business and operating results. Proprietary rights relating to our products are protected from unauthorized use by third partiesthird-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 ofWithout 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. We also cannot be certain that our products or technologies have not infringed or will not infringe the valid proprietary rights of others. Others may
initiate litigation to challenge the validity of our patents, allege that we infringe their patents, or use their resources to design comparable products that do not infringe our patents. WeAdditionally, we may incur substantial costs if our competitors or others 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. Any litigation, whether initiated by us or others, may cause us to incur substantial costs and possible damages. If thesuch litigation's outcome of any such litigation is unfavorable to us, our business, operating results, and 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 that 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.
We rely on trade secrets and proprietary know-how that we seek to protect, in part, by confidentiality agreements with our employees, suppliers, consultants, and others. 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 company, business, properties, and products are subject to governmentallaws, rules, policies, and regulations, with which compliance may require us to incur expenses, or modify our products or operations, and non-compliance may result in harm to our reputation and/or expose us to penalties. Governmental policies and regulations may also adversely affect the demand for some of our products and our operating results.
Our business, properties, and productsWe are subject to numerous international, federal, state, municipal and other governmental laws, rules, policies, regulations, and regulationsorders ("Laws") relating to, among other things; climate change; emissions to air, including engine emission requirements; discharges to water; restrictions placed on water usage and water availability; product and associated packaging; use of certain chemicals; restricted substances, including "conflict minerals" disclosure rules; import and export compliance, including country of origin certification requirements; worker and product user health and safety; energy efficiency; product life-cycles; outdoor
noise laws; the generation, use, handling, labeling, collection, management, storage, transportation, treatment, and disposal of hazardous substances, wastes, and other regulated materials; and the registration of certain technologies with various government agencies throughout the world and operation of those technologies within the limits imposed by those agencies, including but not limited to radio frequency, broadband or other wireless technologies and technologies within the airspace of commercial airplanes, such as unmanned aerial systems. In addition, our business is subject to numerous international, federal, state, and other governmental laws, rules, policies, and regulations thatLaws may adversely affect our operating results, including, (i) to address COVID-19 or other health and safety requirements, (ii) taxation and tax policy changes, tax rate changes, new tax laws, or revised tax law interpretations or guidance,
including as a result of the Tax Act, which individually or in combination may cause our effective tax rate to increase or result in tax charges, (ii)(iii) changes to, or adoption of new, healthcare laws or regulations, which may cause us to incur higher employee healthcare costs or (iii)(iv) changes to U.S. or international trade policies or agreements, or trade regulation and/or industry activity, including antidumping and countervailing duty petitions on certain products imported from foreign countries, including certain engines imported in the U.S. from China, that could result in additional tariffs, duties or other charges on raw materials,commodities, components, parts or accessories that we import and/or use in our products.
Although we believe that we are in substantial compliance with currently applicable laws, rules, policies, and regulations,Laws, we are unable to predict the ultimate impact of adopted or future laws, rules, policies, and regulationsLaws on our company, business, properties, or products. Any of these laws, rules, policies, or regulationsLaws may cause us to incur significant expenses to achieve or maintain compliance, require us to modify our products, adversely affect the price of, or demand for, some of our products or manufacturing processes, and ultimately affect the way we conduct our operations. Failure to comply with any of these laws, rules, policies, or regulationsLaws could result in harm to our reputation and/or could lead to fines and other penalties, including restrictions on the importation of our products into, and the sale of our products in, one or more jurisdictions until compliance is achieved.jurisdictions. In addition, our competitors may adopt strategies with respect to compliance with any such laws, rules, policies or regulationsLaws that differ significantly from our strategies.ours. This may have the effect of changingchange customer preferences and our markets in unanticipated ways that we did not anticipate which may adversely affect market demand for our products and ultimately, our net sales and financial results. Other laws or regulationsLaws impacting our supply chain, such as the United Kingdom Modern Slavery Act, or data privacy requirements, such as the EU's General Data Protection Regulation, the California Consumer Privacy Act, and other emerging domestic and global data privacy and cybersecurity laws, may have similar consequences.
Changes in accounting standards, policies, or assumptions utilized in determining accounting estimates could adversely affect our financial statements, including our operating results and financial condition.
In preparing the Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles ("GAAP"), we must make decisions that impact our results of operations and/or financial condition. 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, as appropriate. As a result, actual amounts could differ from those estimated at the time the Consolidated Financial Statements are prepared. In addition, various authoritative accounting or regulatory entities, including the Financial Accounting Standards Board ("FASB"), Public Company Accounting Oversight Board, and the SEC may amend, expand, and/or eliminate the financial accounting or reporting standards that govern the preparation of our Consolidated Financial Statements or could reverse their previous interpretations or positions on how various financial accounting and/or reporting standards should be applied. For example, recently, the FASB issued Accounting Standards Update ("ASU") No. 2014-09,
Revenue from Contracts with Customers, and ASU No. 2016-02, Leases, that amend the accounting standards and related disclosure requirements related to revenue recognition and lease accounting, respectively. Additionally, the adoption of ASU 2016-09, Stock-based Compensation, during the first quarter of fiscal 2017 has added, and we expect that it will continue to add, variability to our provision for income taxes, mainly due to the timing of stock option exercises, vesting of restricted stock units, and the trading price of our common stock. We disclose the impact of accounting pronouncements that have been issued but not yet adopted within our annual and quarterly reports on Form 10-K and Form 10-Q, respectively. However, we do not provide an assessment of proposed accounting pronouncements, as such proposals are subject to change through the exposure process and therefore, we cannot meaningfully assess their effects on our Consolidated Financial Statements. Future changes to accounting standards could modify the accounting policies and procedures that are currently utilized in the preparation of our Consolidated Financial Statements. Such changes may be difficult to predict and implement and could materially, or otherwise, impact how we prepare and report our Consolidated Financial Statements, results of operations, and financial condition. For additional information regarding our accounting policies, accounting pronouncements adopted, and accounting pronouncements not yet adopted, see Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this report in the section entitled "Critical Accounting Policies and Estimates” and Note 1, "Summary of Significant Accounting Policies and Related Data" of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report.
Climate change legislation, regulations, accords, mitigation efforts, or accordsother legislation may adversely impact our operations.operations and could impact the competitive landscape within our markets and affect demand for our products.
We are currently subject to rules limiting exhaust and other emissions and other climate relatedclimate-related rules and regulations in certain jurisdictions where we operate. In addition, weConcern over climate change has resulted in, and could continue to result in, new legal or regulatory requirements designed to reduce or
mitigate the effects of greenhouse gases. An example of such legislation is California's AB 1346, which is expected to ban the sale of new small off-road engines, such as those installed in certain of our products, including leaf blowers and lawnmowers, in the state of California beginning in 2024. We may become subject to additional legislation, regulations, or accords regarding climate change, and compliance with any new rules could be difficult and costly as a result of increased energy, environmental, and other costs and capital expenditures to comply with any such legislation, regulation, or accord. accord or could otherwise decrease demand for our products.
Due to uncertainty in the regulatory and legislative processes and the negotiation and adoption of international climate change accords, as well as the scope of such requirements and initiatives, we cannot currently determine the effect any such legislation, regulation, or accord may have on our products and operations. Additionally, inconsistency of regulations in the states and countries in which we operate may affect the costs of compliance with such requirements. If such laws or regulations are more stringent than current legal or regulatory requirements, we may be subject to curtailment or reduced access to resources or experience increased compliance burdens and costs to meet the regulatory obligations, which may adversely affect our business and operating results.
Additionally, various other legislative proposals, if enacted, could put us in a competitively advantaged or disadvantaged position and affect customer demand for our products. For example, any fiscal-stimulus or other legislation that inordinately impacts the lawn and garden, outdoor power equipment, or irrigation industries generally by promoting the purchase of certain types of products that we sell, such as through customer rebate or other incentive programs, could impact us positively or negatively, depending on whether we manufacture products that meet the specified legislative criteria, including in areas such as fuel efficiency, alternative energy or water usage. Such legislation may also cause customers to perceive our product offerings to be more or less attractive than our competitors' product offerings. We cannot currently predict whether any such legislation will be enacted, the specific terms and conditions of such legislation, such legislation's impact on the competitive landscape within our markets, or how, if at all, any such legislation might ultimately affect customer demand for our products or our operating results.
The costs of complying with the various environmental laws related to our ownership and/or lease of real property, such as clean-up costs and liabilities that may be associated with certain hazardous waste disposal activities, could adversely affect our financial condition and operating results.
Because we own and lease real property, various environmental laws 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
could also 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 financial positioncondition 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.
Legislative enactments could impact the competitive landscape within our markets and affect demand for our products.
Various legislative proposals, if enacted, could put us in a competitively advantaged or disadvantaged position and affect customer demand for our products relative to the product offerings of our competitors. For example, any fiscal-stimulus or other legislative enactment that inordinately impacts the lawn and garden, outdoor power equipment, or irrigation industries generally by promoting the purchase, such as through customer rebate or other incentive programs, of certain types of mowing, snow and ice management or irrigation equipment or other products that we sell, could impact us positively or negatively, depending on whether we manufacture products that meet the specified legislative criteria, including in areas such as fuel efficiency, alternative energy or water usage, or if, as a result of such legislation, customers perceive our product offerings to be relatively more or less attractive than our competitors' product offerings. We cannot currently predict whether any such legislation will be enacted, what any such legislation's specific terms and conditions would encompass, how any such legislation would impact the competitive landscape within our markets, or how, if at all, any such legislation might ultimately affect customer demand for our products or our operating results.
We operate in many different jurisdictions and we could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act ("FCPA") and similar worldwide anti-corruption laws.
The U.S. FCPA and similar worldwide anti-corruption laws generally prohibit companies and their intermediaries from making certain improper payments for the purpose of obtaining or retaining business. The continued expansion of our international operations could increase the risk of violations of these laws in the future. Significant violations of these laws, or allegations of such violations, could harm our reputation, disrupt our business, and result in significant fines and penalties that could have a material adverse effect on our results of operations or financial condition.
We are subject to product quality issues, product liability claims, and other litigation from time to time that could adversely affect our business, reputation, operating results, or financial condition.
The manufacture, sale, and use of our products expose us to significant risks associated with product quality issues and product liability claims.claims and other litigation from time to time. If a product liability claim or other claim or series of claims is brought against us for uninsured liabilities or in excess ofexceeding our insurance coverage, and it is ultimately determined that we are liable, our business could suffer. While we believe that we appropriately 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 quality issues and/or product liability claims against us, which could result in losses or damages or adversely affect our brand image or reputation. Any losses that we may suffer from product quality issues and/or product liability claims,reputation and the effect that any product quality and/or product liability litigation may have upon the reputation and marketability of our products, which may have a negativenegatively impact on our business reputation, and operating results.
Product defects can occur through our own product development, design, and manufacturing processes or through our reliance on third partiesthird-parties for certain component design and manufacturing activities. Some of our products or product improvements were developed relatively recently and defects or risks that we have not yet identified, such as unanticipated use of our products, may give rise to product quality issues and/or product liability claims. Additionally, we could experience a material design, testing, or manufacturing failure in our products, a quality system failure, failures in our products and other challenges that are associated with our inability to properly manage changes in the suppliers and components that we use in our products, insufficient testing procedures, 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 and/or product liability problems in the development and production of new and existing products could also result in loss of market share, decreased demand, reduced sales, rework costs, and higher warranty expense.
We are also subject to other litigation from time to time that could adversely affect our business, reputation, operating results or financial condition.
If
We operate in many different jurisdictions and we are unable to retain our executive officerscould be adversely affected by violations of the U.S. Foreign Corrupt Practices Act ("FCPA") and similar worldwide anti-corruption laws.
The U.S. FCPA and similar worldwide anti-corruption laws generally prohibit companies and their intermediaries from making certain improper payments for the purpose of obtaining or other key employees, attract and retain other qualified personnel, or successfully implement executive officer, key employee or other personnel transitions, we may not be able to meet strategic objectives and our business could suffer.
Our ability to meet our strategic objectives and otherwise grow our business will depend to a significant extent on theretaining business. The continued contributionsexpansion of our leadership team. Our future success will also depend in large part oninternational operations could increase the risk of violations of these laws. Significant violations of these laws, or allegations of such violations, could harm our ability to identify, attract, and retain other highly qualified managerial, technical, sales and marketing, operations, 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 the services of any of our executive officers or other key employees, the inability to identify, attract, or retain qualified personnel in the future, the inability to successfully implement executive officer, key employee or other personnel transitions, delays in hiring qualified personnel, or any employee work slowdowns, strikes, or similar actions could make it difficult for us to conduct and managereputation, disrupt our business, and meet key objectives, which could harm our business, financial condition,result in significant fines and operating results.
As a result of our Red Iron financing joint venture with TCFIF, we are dependent upon the joint venture to provide competitive inventory financing programs to certain distributors and dealers of our products. Any material change in the availability or terms of credit offered to our customers by the joint venture, challenges or delays in transferring new distributors and dealers from any business we might acquire or otherwise to this financing platform, any termination or disruption of our joint venture relationship or any delay in securing replacement credit sources could adversely affect our net sales and operating results.
We are a party to a financing joint venture with TCFIF for the primary purpose of providing reliable, competitive financing to certain of our distributors and dealers in the U.S. to support their businesses and increase our net sales, as well as to free up our working capital for our other strategic purposes. As a result, we are dependent upon the joint venture for our inventory financing programs. Additionally, we are dependent upon TCFCFC to provide inventory financing to dealers of our products in Canada.
The availability of financing from our joint venture or otherwise will be affected by many factors, including, among others, the overall credit markets, the credit worthiness of our dealers and distributors, and regulationspenalties that may affect TCFIF, as the majority owner of the joint venture and a subsidiary of TCF National Bank, a national banking association. Any material change in the availability or terms of credit offered to our customers by the joint venture, challenges or delays in transferring new distributors and dealers from any business we might acquire or otherwise to this financing platform, any termination or disruption of our joint venture relationship or any delay in securing replacement credit sources could adversely affect our sales 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. Additionally, we are subject to counterparty risk in our credit arrangements.
Our credit arrangements and the indentures governing our 6.625 percent senior notes and 7.8 percent 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 leverage ratio. Our credit arrangements and/or indentures also contain provisions that restrict our ability, subject to specified exceptions, to, among other things:
create liens or other encumbrances on our assets;
dispose of assets;
engage in mergers or consolidations; and
pay dividends that are significantly higher than those currently being paid, make other distributions to our shareholders, 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.
Although we have in place a $600 million revolving credit facility that does not expire until June 2023, market deterioration or other factors could jeopardize the counterparty obligations of one or more of the banks participating in our revolving credit facility, which could have ana material adverse effect on our business if we are not able to replace such revolving credit facilityoperating results or find other sources of liquidity on acceptable terms.financial condition.
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, debentures, and any amounts outstanding under our revolving credit facility could become due and payable.
We cannot assure 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. The banks could condition such waiver on amendments to the terms of our credit arrangements that may be unfavorable to us. In addition, our 6.625 percent senior notes and 7.8 percent debentures, and any amounts outstanding under our revolving credit facility could become due and payable if we were unable to obtain a covenant waiver or refinance our debt under our credit arrangements. If our debt rating falls below investment grade and/or our leverage ratio rises above 1.50, the interest rate we currently pay on outstanding debt under our revolving credit facility would increase, which could adversely affect our operating results.
We are expanding and renovating our corporate and other facilities and could experience disruptions to our operations in connection with such efforts.
We are expanding and renovating our corporate and other facilities, primarily driven by our need to expand the capacity available for our manufacturing operations and office space. These expansion efforts include renovating our corporate facilities located in Bloomington, Minnesota and expanding and/or renovating certain of our other facilities, such as our Tomah, Wisconsin manufacturing facility and Ankeny, Iowa distribution center. We financed, and expect to continue to finance, such efforts with cash on hand and cash from operating activities. The expansion and renovation of our corporate and other facilities entail risks that could cause disruption in the operations of our business. Such risks include potential interruption in manufacturing processes, delivery of raw materials, shipping finished goods, and data flow; unforeseen construction, scheduling, engineering, environmental, or geological problems; and unanticipated cost increases.General Risk Factors
We may not achieve our projected financial informationprojections or other business initiatives in the time periods that we anticipate, or at all, which could have an adverse effect on our business, operating results, and financial condition.
We generally provide projected financial information,projections such as our expected revenue growth and net earnings per share. These financial projections are based on management’s current assumptions and expectations. The failureexpectations at the time made. Failure to achieve our financial projections could have an adverse effect on our business, operating results, and financial condition.
We also set goals and objectives for the timing of certain accomplishments, initiatives and milestones regarding our business or operating results, including for example the organic revenue growth and operating earnings goals of our employee initiative, Vision 2020.results. Whether we achieve our goals and objectives of such initiatives can vary due to a number of factors, including the risk factors described in this report.Annual Report on Form 10-K. As a result, there can beis no assurance that we will succeed in achieving the goals and objectives of our initiatives in the time periods that we anticipate, or ever. The failure to achieve such goals and objectives in the time periods that we anticipate, or at all, could have an adverse effect on our business, operating results and financial condition.
If we are unable to retain our executive officers or other key employees, attract and retain other qualified employees, or successfully implement executive officer, key employee or other leadership or employee transitions, we may not be able to meet strategic objectives and our business could suffer.
Our ability to meet our strategic objectives and otherwise profitably grow our business will depend to a significant extent on the continued contributions of our leadership team and our ability to identify, attract, engage, develop, and retain other highly qualified employees worldwide. Competition for these individuals is intense, and we may not succeed in identifying, attracting, or retaining qualified employees. Losing any of our executive officers or other key employees, failure to identify, attract, or retain qualified leaders in the future, ineffective executive officer or other employee transitions, delays or the inability to hire necessary and qualified office or production employees due to employment
conditions or otherwise, 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 results of operations.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Our global business operations require the use of various facilities and other properties for manufacturing, distribution, warehousing, engineering and product testing, sales and marketing, and other corporate activities. As of October 31, 2018,2021, we utilizeutilized manufacturing, distribution, warehouse, engineering, and office facilities totaling approximately 6.59.0 million square feet of space worldwide. We had approximately 72 acres of excess land in Wisconsin adjacentThe extent to a distribution center, 70 acres of land in Minnesota utilized as a testingwhich we utilize our properties can vary by property and storage facility, and 21 acres of land in California used as a testing site. Plantfrom period to period, including manufacturing plant utilization, which typically varies during the year depending on the production cycle.cycle and the seasonality of our business. We generally consider each of our current facilities to be in good operating condition, suitable for their respective uses, and management believesadequate for our current and future business needs as our business is presently conducted. However, we make ongoing capital investments in our facilities, including expansion efforts when needed, and believe that our historical capital investments in our manufacturing facilities have sufficient manufacturingincreased the production capacity of our operations and have enabled us to meet the needs of our customers. We also believe that we would be able to obtain replacements for productionour leased premises at acceptable costs should our existing leases not be renewed in fiscal 2019, although efforts for the expansion and renovation of certain facilities fora future operational growth are underway as of October 31, 2018. These expansion and renovation efforts include renovating our corporate facilities located in Bloomington, Minnesota and expanding and renovatingperiod. From time to time, we may determine that certain of our other facilities,properties exceed our business requirements as we continue to optimize our global business operations and global footprint and such as our Tomah, Wisconsin manufacturing facility and Ankeny, Iowa distribution center. properties may be exited, sold, or utilized in another manner.
Our significant facilities are listed below by location, ownership, and function as of October 31, 2018:
|
| | | | | | | | | | | | | | | | | | | |
| Location | | OwnershipReportable Segment | | Products Manufactured / Facility Type/Use | | Ownership |
Abilene, TXUnited States: | | Leased | | Office, professional products, and service center | | |
Althengstett, GermanyEl Cajon, California | | OwnedProfessional | | Professional products, distribution facility,Product manufacturing and officetest site | | Owned/Leased |
Ankeny, IARiverside, California | | LeasedProfessional | | ResidentialProduct manufacturing and professional distribution centertest facility | | Owned/Leased |
Baraboo, WISanford, Florida | | LeasedProfessional | | Professional and residential distribution centerProduct manufacturing | | Leased |
| Ankeny, Iowa | | Professional & Residential | | Distribution center | | Leased |
| Sterling, Kentucky | | Professional | | Product manufacturing | | Leased |
| Iron Mountain, Michigan | | Professional | | Product manufacturing | | Owned/Leased |
| Bloomington, Minnesota | | Other activities | | Corporate headquarters and test facility | | Owned/Leased |
| Brooklyn Center, Minnesota | | Other activities | | Distribution facility | | Leased |
| Shakopee, Minnesota | | Professional & Residential | | Component part manufacturing | | Owned |
| Windom, Minnesota | | Professional & Residential | | Product manufacturing | | Owned/Leased |
| St. Louis, Missouri | | Other activities | | Distribution facility | | Leased |
Beatrice, NENebraska | | Owned/LeasedProfessional | | Professional products,Product manufacturing, test facility, and office | | Owned/Leased |
Beverley, AustraliaOrrville, Ohio | | OwnedProfessional | | Professional products, distribution center, service area,Product manufacturing and office | | Owned |
Bloomington, MNWest Salem, Ohio | | Owned/LeasedProfessional | | Corporate headquarters, warehouse,Product manufacturing and test facilityoffice | | Owned |
Braeside, AustraliaPerry, Oklahoma | | LeasedProfessional | | Distribution center, service area, and office |
Brooklyn Center, MN | | Leased | | Distribution facility, service area, and office |
Capena, Italy | | Leased | | Distribution center |
El Cajon, CA | | Owned/Leased | | Professional products, distribution center, test site, and office |
El Paso, TX | | Owned/Leased | | Components for professional and residential products, warehouse and distribution center |
Fiano Romano, Italy | | Owned/Leased | | Professional products, distribution center, and office |
Fresno, CA | | Leased | | Professional products warehouse |
Hertfordshire, United Kingdom | | Owned | | Professional and residential products, distribution center, test lab, and office |
Iron Mountain, MI | | Owned/Leased | | Professional products, distribution facility, and office |
Juarez, Mexico | | Leased | | Professional and residential products |
Lebanon, IN | | Leased | | Professional products, distribution center, and office |
Oevel, Belgium | | Owned | | Distribution center, service area, and office |
Ploiesti, Romania | | Owned | | Professional products, distribution center,Product manufacturing, test facility, and office | | Owned/Leased |
Plymouth, WIEl Paso, Texas | | OwnedProfessional & Residential | | ProfessionalComponent part and residential parts distribution center |
Riverside, CA | | Owned/Leased | | Professional products, test facility, distribution center, and office |
Sanford, FL | | Leased | | Professional productsproduct manufacturing and distribution center | | Owned/Leased |
Shakopee, MNWeatherford, Texas | | OwnedProfessional | | Components for professional and residential productsProduct manufacturing | | Owned |
St. Louis, MOBaraboo, Wisconsin | | LeasedProfessional & Residential | | Distribution facility, service area, and officecenter | | Leased |
| Lake Mills, Wisconsin | | Professional | | Product manufacturing | | Owned |
| Plymouth, Wisconsin | | Professional & Residential | | Distribution center | | Owned |
Tomah, WIWisconsin | | Owned/LeasedProfessional | | Professional productsProduct manufacturing and distribution center | | Owned/Leased |
Ustron, PolandInternational Countries: | | Owned | | Professional products, distribution facility, and office | | |
Windom, MNBeverley, Australia | | Owned/LeasedProfessional | | Residential and professional products and warehouseProduct manufacturing | | Owned |
| Braeside, Australia | | Professional & Residential | | Distribution facility | | Leased |
| Oevel, Belgium | | Professional & Residential | | Distribution center | | Owned/Leased |
| Xiamen City, China | | LeasedProfessional & Residential | | Product and component part manufacturing | | Leased |
| Althengstett, Germany | | Professional | | Product manufacturing | | Owned |
| Fiano Romano, Italy | | Professional | | Product manufacturing | | Owned/Leased |
| Juarez, Mexico | | Professional & Residential | | Product manufacturing | | Leased |
| Ploiesti, Romania | | Professional | | Product manufacturing and residential productstest facility | | Owned |
| Hertfordshire, United Kingdom | | Professional & Residential | | Product manufacturing and related components, distribution center, and officetest facility | | Owned |
ITEM 3. LEGAL PROCEEDINGS
WeFrom time to time, we are a party to litigation in the ordinary course of business. Litigation occasionally involvesbusiness, including 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 toproducts; litigation and administrative and judicial proceedings with respect to claims involving asbestos and the discharge of hazardous substances into the environment. Some of these claims assert damagesenvironment; and liability for personal injury, remedial investigations or clean-up, and other costs and damages. 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 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, including cases by or against competitors, where we are asserting and defending against claims of patent infringement. Such cases are at varying stages in the litigation process.cases. For a description of our material legal proceedings, seerefer to the headings titled "Litigation" and "Litigation Settlement" within Note 12,Commitments and Contingencies, of the Notes to Consolidated Financial Statements in the section entitled "Litigation" included in Part II, Item 8, "Financial Statements and Supplementary Data"Data," of this report,Annual Report on Form 10-K, which is incorporated into this Item 3 by reference.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS OF THE REGISTRANT
The list below identifies those persons designated by our Board of Directors as executive officers of the company. The list sets forth each such person's age and position with the company as of December 14, 2018,10, 2021, as well as other positions held by him or her for at least the last five years. 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.
|
| | | | | | | |
| Name, Age, and Position | | Business Experience during the Last Five or More Years |
Richard M. Olson 54,57, Chairman of the Board, President and Chief Executive Officer
| | Chairman of the Board since November 2017 and President and Chief Executive Officer since November 2016. From September 2015 through October 2016, he served as President and Chief Operating Officer. From June 2014 through August 2015, he served as Group Vice President, International Business, Global Ag-Irrigation Business and Distributor Development. From March 2013 through May 2014, |
Kevin N. Carpenter 47, Vice President, Global Operations and Integrated Supply Chain | | Vice President, Global Operations and Integrated Supply Chain since December 2021. Prior to joining the company, he servedheld several roles at the Carrier Global Corporation, serving as Vice President International Business. From March 2012of Operations, Residential and Light Commercial Systems from June 2021 to March 2013,November 2021, Vice President of Quality and Continuous Improvement from August 2020 to May 2021, Vice President of Operations, Commercial HVAC from February 2020 to July 2020, and Vice President of Advanced Manufacturing from May 2019 to January 2020. Prior to joining the Carrier Global Corporation, he servedheld several roles at Rockwell Automation, serving as Vice President Exmark. |
Judy L. Altmaier
57, Vice President, Exmark
| | Vice President, Exmark sinceof Manufacturing Services from June 2013. From October 20112018 to June 2013, she served as Vice President, OperationsApril 2019 and Quality Management. On October 11, 2018, Ms. Altmaier notified the companyDirector of her decisionManufacturing Services from May 2016 to retire, which is effective January 4, 2019. |
William E. Brown, Jr.
57, Group Vice President, Residential and Contractor Businesses
| | Group Vice President, Residential and Contractor Businesses since February 2016. From March 2013 through January 2016, he served as Group Vice President, Commercial and Irrigation Businesses. From March 2012 to March 2013, he served as Group Vice President, International and Commercial Businesses. On November 12, 2018, Mr. Brown notified the company of his decision to retire, which is effective January 11, 2019.May 2018. |
Jody M. Christy 50,53, Vice President, BOSS
| | Vice President, BOSS since December 2018. From June 2016 to November 2018, he served as General Manager, BOSS. At the time of the acquisition of BOSS in November 2014 to May 2016, he served as Director, Engineering for BOSS. Prior to the acquisition of BOSS in November 2014, from January 2012 to October 2014, he served as the Head of Engineering for BOSS. |
Amy E. Dahl 44,47, Vice President, Human Resources and General Counsel
| | Vice President, Human Resources and General Counsel since November 2020. From January 2020 through October 2020, she served as Vice President, Human Resources, Distributor Development and General Counsel. From December 2016 through December 2019, she served as Vice President, Human Resources and Distributor Development | | Development. From April 2015 through November 2016, she served as Vice President, Human Resources since April 2015, and in December 2016 she assumed responsibility for our distributor development activity.Resources. From June 2013 through March 2015, she served as Managing Director, Corporate Communications and Investor Relations. From July 2012 to JuneMay 2013, she served as Assistant General Counsel and Assistant Secretary. |
Timothy P. DordellAngela C. Drake
56,49, Vice President, Secretary and General CounselConstruction
| | Vice President, Secretary and General CounselConstruction since May 2007.April 2020. From April 2019 through March 2020, she served as Senior Managing Director, Integration. From February 2011 through March 2019, she served as Chief Financial Officer for The Charles Machine Works, Inc. |
Blake M. Grams 51,54, Vice President, Sustainability, Business Analytics and Process Improvement
| | Vice President, Sustainability, Business Analytics and Process Improvement since December 2021. From June 2013 to November 2021, he served as Vice President, Global Operations | | Vice President, Global Operations since June 2013.Operations. From December 2008 to JuneMay 2013, he served as Vice President, Corporate Controller. |
Bradley A. Hamilton 54,57, Group Vice President, Commercial, International, Ventrac and Irrigation Businesses
| | Group Vice President, Commercial, International, Ventrac, and Irrigation Businesses since March 2020. From October 2018 to February 2020, he served as Group Vice President, Commercial, International and Irrigation Businesses | | Group Vice President, Commercial, International, and Irrigation Businesses since October 2018.Businesses. From November 2017 to September 2018, he served as Group Vice President, Commercial and International Businesses. From October 2016 to NovemberOctober 2017, he served as Vice President, Commercial Business. From April 2015 to OctoberSeptember 2016, he served as General Manager, Commercial Business. |
Gregory S. Janey 43, Vice President, Residential and Landscape Contractor Businesses | | Vice President, Residential and Landscape Contractor Businesses since November 2019. From June 2014November 2017 to October 2019, he served as General Manager, Residential and Landscape Contractor Businesses. From April 2015 to October 2017, he served as Director, Marketing International Business. From January 2013 through March 2015, he served as Managing Director, Distributor DevelopmentResidential Mass Sales and Financial Services.National Accounts in our Residential Business. |
Peter D. Moeller 44, Vice President, International | | Vice President, International since November 2020. From March 2012 through May 2014,November 2019 to October 2020, he served as Vice President, Sitework Systems Business. From November 2017 to October 2019, he served as General Manager, Sitework Systems Business. From April 2015 to October 2017, he served as Managing Director, Distributor Development.Business Development and Strategic Planning. |
Renee J. Peterson 57,60, Vice President Treasurer and Chief Financial Officer
| | Vice President Treasurer and Chief Financial Officer since July 2013. From August 2011 to2011. She also served as Treasurer from July 2013 she served as Vice President, Finance and Chief Financial Officer.to March 2021. |
Darren L. Redetzke 54,57, Vice President, Strategic Technologies
| | Vice President, Strategic Technologies since November 2020. From April 2015 to October 2020, he served as Vice President, International BusinessBusiness. |
Richard W. Rodier | | 61, Group Vice President, InternationalConstruction, Contractor and Residential Businesses | | Group Vice President, Construction, Contractor and Residential Business since May 2020. From April 2015. From August 20102019 to April 2015,2020, he served as Group Vice President, Construction Businesses. From November 2017 to April 2019, he served as Vice President, Commercial Business. |
Richard W. Rodier
58, Vice President, Commercial Business
| | Vice President, Commercial Business since November 2017. From October 2016 to November 2017, he served as Vice President, Sitework Systems. From February 2009 to October 2016, he served as General Manager, Sitework Systems. |
Kurt D. Svendsen 52,55, Vice President, Strategy, Corporate and Channel Development
| | Vice President, Strategy, Corporate and Channel Development since November 2020. From June 2013 to October 2020, he served as Vice President, Information Services | | Vice President, Information Services since June 2013. From September 2011 to June 2013, he served as Managing Director, Corporate Communications and Investor Relations.Services. |
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Common Stock and Cash Dividends
Our common stock is listed for trading on the New York Stock Exchange and trades under the symbol "TTC"."TTC." As of October 31, 20182021 and 2017,2020, we had 175,000,000 shares of common stock authorized, $1.00 par value. As of October 31, 20182021 and 2017,2020, we had 105,600,652105,205,734 and 106,882,972107,582,670 shares of common stock outstanding, respectively. In each quarter of fiscal 2018,2021, our Board of Directors declared a common stock cash dividend of $0.20$0.2625 per share, which was a 14.35.0 percent increase over our common stock cash dividend of $0.175$0.25 per share paid in each quarter of fiscal 2017.2020. As announced on December 6, 2018,14, 2021, our Board of Directors increased our fiscal 20192022 first quarter common stock cash dividend by 12.514.3 percent to $0.225$0.30 per share from the quarterly common stock cash dividend of $0.2625 paid in the first quarter of fiscal 2018.2021. Future common stock cash dividends will depend upon our financial condition,Financial Condition, Results of Operations, capital requirements, results of operations, and other factors deemed relevant by our Board of Directors. Restrictions on our ability to pay dividends are disclosed in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations".Operations."
Preferred Stock
As of October 31, 20182021 and 2017,2020, we had 1,000,000 voting shares and 850,000 non-voting shares of preferred stock authorized, $1.00 par value. No shares of preferred stock were outstanding as of October 31, 20182021 and 2017.2020.
Shareholders
As of December 14, 2018,10, 2021, we had approximately 3,0262,648 shareholders of record.
Issuer Purchases of Equity Securities
The following table sets forth information with respect to shares of our common stock purchased by the company during each of the three fiscal months in our fourth quarter ended October 31, 2018.2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Period | | Total Number of Shares (or Units) Purchased1, 2 | | Average Price Paid per Share (or Unit) | | Total Number of Shares (or Units) Purchased As Part of Publicly Announced Plans or Programs1 | | Maximum Number of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs1 |
| July 31, 2021 through September 3, 2021 | | — | | | $ | — | | | — | | | 5,308,779 | |
| September 4, 2021 through October 1, 2021 | | 749,483 | | | 100.24 | | | 749,483 | | | 4,559,296 | |
| October 2, 2021 through October 31, 2021 | | 507,779 | | | 98.64 | | | 506,834 | | | 4,052,462 | |
| Total | | 1,257,262 | | | $ | 99.59 | | | 1,256,317 | | | |
|
| | | | | | | | | | | | | |
| Period | | Total Number of Shares (or Units) Purchased1,2 | | Average Price Paid per Share (or Unit) | | Total Number of Shares (or Units) Purchased As Part of Publicly Announced Plans or Programs1 | | Maximum Number of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs1 |
| August 4, 2018 through August 31, 2018 | | — |
| | $ | — |
| | — |
| | 2,545,728 |
|
| September 1, 2018 through September 28, 2018 | | 143,714 |
| | 62.31 |
| | 143,714 |
| | 2,402,014 |
|
| September 29, 2018 through October, 31 2018 | | 1,668 |
| | 56.87 |
| | — |
| | 2,402,014 |
|
| Total | | 145,382 |
| | $ | 62.24 |
| | 143,714 |
| | |
|
| |
1
| On December 3, 2015, the company's Board of Directors authorized the repurchase of 8,000,000 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 repurchased 143,714 shares during the period indicated above under this program and 2,402,014 shares remained available to repurchase under this program as of October 31, 2018. |
| |
2
| Includes 1,668 units (shares) of the company's common stock purchased in open-market transactions at an average price of $56.87 per share on behalf of a rabbi trust formed to pay benefit obligations of the company to participants in deferred compensation plans. These 1,668 shares were not repurchased under the company's repurchase program described in footnote 1 above. |
1 On December 3, 2015, the company's Board of Directors authorized the repurchase of 8,000,000 shares of the company's common stock in open-market or in privately negotiated transactions. The company repurchased 308,779 shares under this tranche of authorized shares under the company's stock repurchase program during the period indicated above and as a result, no shares remain available to repurchase under this tranche as of October 31, 2021. On December 4, 2018, ourthe company’s Board of Directors authorized the repurchase of up to an additional 5,000,000 shares of the company’s common stock in open-market or in privately negotiated transactions. This authorized stock repurchase program has no expiration date but may be terminated by the company's Board of Directors at any time. The company repurchased 947,538 shares under this tranche of authorized shares under the company's stock repurchase program during the period indicated above and as a result, 4,052,462 shares remained available to repurchase under this tranche of authorized shares under the company's stock repurchase program as of October 31, 2021.
2 Includes 945 shares of the company's common stock purchased in open-market transactions at an average price of $98.55 per share on behalf of a rabbi trust formed to pay benefit obligations of the company to participants in the company's deferred compensation plans. These 945 shares were not repurchased under the company's authorized stock repurchase program described in footnote 1 above.
The Toro Company Common Stock Comparative Performance Graph
The information contained in The Toro Company Common 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 Exchange Act, 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 or the Exchange Act.
The following stock performance graph and table depict the cumulative total shareholder return (assuming reinvestment of dividends) on $100 invested in each of ToroTTC common stock, the S&P 500 Index, the S&P 500 Industrial Machinery Index, and an industry peer group for the five-year period from October 31, 20132016 through October 31, 2018.2021. The total returns on TTC common stock depicted in the stock performance graph and table are not necessarily indicative of future performance.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among The Toro Company, the S&P 500 Index,
the S&P 500 Industrial Machinery Index, and Industry Peer Group
*$100 invested on 10/31/1316 in stock or index, including reinvestment of dividends. Fiscal years ending October 31.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Years Ended October 31 | | 2016 | | 2017 | | 2018 | | 2019 | | 2020 | | 2021 |
| The Toro Company | | $ | 100.00 | | | $ | 132.75 | | | $ | 120.53 | | | $ | 167.31 | | | $ | 180.58 | | | $ | 212.18 | |
| S&P 500 | | 100.00 | | | 123.63 | | | 132.71 | | | 151.73 | | | 166.46 | | | 237.90 | |
| S&P 500 Industrial Machinery Index | | 100.00 | | | 137.87 | | | 127.21 | | | 155.14 | | | 170.16 | | | 224.61 | |
| Industry Peer Group | | $ | 100.00 | | | $ | 146.12 | | | $ | 134.40 | | | $ | 165.57 | | | $ | 191.21 | | | $ | 258.51 | |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Years Ended October 31 | | 2013 | | 2014 | | 2015 | | 2016 | | 2017 | | 2018 |
| The Toro Company | | $ | 100.00 |
| | $ | 106.08 |
| | $ | 131.28 |
| | $ | 169.41 |
| | $ | 224.89 |
| | $ | 204.20 |
|
| S&P 500 | | 100.00 |
| | 117.27 |
| | 123.37 |
| | 128.93 |
| | 159.40 |
| | 171.11 |
|
| Peer Group | | $ | 100.00 |
| | $ | 112.14 |
| | $ | 97.98 |
| | $ | 114.82 |
| | $ | 167.74 |
| | $ | 154.11 |
|
The S&P 500 Industrial Machinery Index has been added to the stock performance chart during fiscal 2021 and will be included in future filings. The S&P 500 Industrial Machinery Index is a widely used market capitalization index that we believe more appropriately represents manufacturing companies of comparable industry, size, and complexity to that of TTC as compared to our industry peer group. As a result, we will not include the industry peer group in future filings. The industry peer group is based on companies previously included in the Fortune 500 Industrial and Farm Equipment Index, which was discontinued after 2002 and currently includes: AGCO Corporation, Briggs & Stratton Corporation, Caterpillar Inc., Crane Co., Cummins Inc., Deere & Company, Dover Corporation, Flowserve Corporation, Harsco Corporation, Illinois Tool Works Inc., International Game Technology Plc, ITT Inc., Kennametal Inc., Lennox International Inc., NACCO Industries, Inc., Parker-Hannifin Corporation, Pentair Plc, Snap-On Inc., Teleflex Inc., Terex Corporation, and The Timken Company. The following two companies previously included in the peer group have been eliminated from the peer group entirely due to their dissolution and acquisition, respectively, during fiscal 2018: The Alpine Group and General Cable Corporation.
ITEM 6. SELECTED FINANCIAL DATA
The following table presents our selected financial data for each of the fiscal years in the five-year period ended October 31, 2018. The table should be read in conjunction with Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and Item 8, "Financial Statements and Supplementary Data," of this Annual Report on Form 10-K.[RESERVED]
|
| | | | | | | | | | | | | | | | | | | | |
(Dollars in thousands, except per share data) Fiscal Years Ended October 31 | | 2018 1,4 | | 2017 1 | | 2016 1 | | 2015 1,2 | | 2014 2 |
| OPERATING RESULTS: | | | | | | | | | | |
| Net sales | | $ | 2,618,650 |
| | $ | 2,505,176 |
| | $ | 2,392,175 |
| | $ | 2,390,875 |
| | $ | 2,172,691 |
|
| Net sales growth from prior year | | 4.5 | % | | 4.7 | % | | 0.1 | % | | 10.0 | % | | 6.4 | % |
| Gross profit as a percentage of net sales | | 35.9 | % | | 36.8 | % | | 36.6 | % | | 35.0 | % | | 35.6 | % |
| Selling, general, and administrative expense as a percentage of net sales | | 21.7 | % | | 22.6 | % | | 22.6 | % | | 22.5 | % | | 23.5 | % |
| Operating earnings | | $ | 373,085 |
| | $ | 355,110 |
| | $ | 334,396 |
| | $ | 299,114 |
| | $ | 263,157 |
|
| As a percentage of net sales | | 14.2 | % | | 14.2 | % | | 14.0 | % | | 12.5 | % | | 12.1 | % |
| Net earnings | | $ | 271,939 |
| | $ | 267,717 |
| | $ | 230,994 |
| | $ | 201,591 |
| | $ | 173,870 |
|
| As a percentage of net sales | | 10.4 | % | | 10.7 | % | | 9.7 | % | | 8.4 | % | | 8.0 | % |
| Basic net earnings per share | | $ | 2.56 |
| | $ | 2.47 |
| | $ | 2.10 |
| | $ | 1.81 |
| | $ | 1.54 |
|
| Diluted net earnings per share | | $ | 2.50 |
| | $ | 2.41 |
| | $ | 2.06 |
| | $ | 1.78 |
| | $ | 1.51 |
|
| Return on average stockholders' equity | | 43.1 | % | | 44.7 | % | | 43.0 | % | | 44.7 | % | | 45.3 | % |
| SUMMARY OF FINANCIAL POSITION: | | |
| | |
| | |
| | |
| | |
|
| Total assets | | $ | 1,570,984 |
| | $ | 1,493,787 |
| | $ | 1,384,572 |
| | $ | 1,300,429 |
| | $ | 1,188,904 |
|
Average net working capital as a percentage of net sales3 | | 13.7 | % | | 13.8 | % | | 15.9 | % | | 16.0 | % | | 15.1 | % |
| Long-term debt, including current portion | | $ | 312,549 |
| | $ | 331,887 |
| | $ | 350,961 |
| | $ | 374,723 |
| | $ | 350,445 |
|
| Stockholders' equity | | $ | 668,916 |
| | $ | 617,092 |
| | $ | 550,035 |
| | $ | 462,165 |
| | $ | 408,727 |
|
| Debt-to-capitalization ratio | | 31.8 | % | | 35.0 | % | | 39.0 | % | | 44.8 | % | | 47.6 | % |
| CASH FLOW DATA: | | |
| | |
| | |
| | |
| | |
|
| Cash provided by operating activities | | $ | 364,805 |
| | $ | 360,748 |
| | $ | 384,285 |
| | $ | 249,592 |
| | $ | 196,894 |
|
| Purchases of Toro common stock | | $ | 160,435 |
| | $ | 159,354 |
| | $ | 109,986 |
| | $ | 105,964 |
| | $ | 101,674 |
|
| Cash dividends per share of Toro common stock | | $ | 0.80 |
| | $ | 0.70 |
| | $ | 0.60 |
| | $ | 0.50 |
| | $ | 0.40 |
|
| OTHER STATISTICAL DATA: | | |
| | |
| | |
| | |
| | |
|
| Market price range: | | |
| | |
| | |
| | |
| | |
|
| High sales price | | $ | 67.81 |
| | $ | 73.86 |
| | $ | 49.50 |
| | $ | 37.91 |
| | $ | 33.68 |
|
| Low sales price | | $ | 53.80 |
| | $ | 46.37 |
| | $ | 32.35 |
| | $ | 30.10 |
| | $ | 27.88 |
|
| Average number of employees | | 6,888 |
| | 6,853 |
| | 6,834 |
| | 6,682 |
| | 5,979 |
|
| |
| The company's Consolidated Financial Statements include results of the BOSS business from November 14, 2014, the date of acquisition. |
| |
2
| Per share data and sales prices have been adjusted for prior periods presented to reflect the impact of the company's two-for-one stock split effective September 16, 2016. |
| |
3
| Average net working capital is defined as average net accounts receivable plus average net inventory, less average accounts payable. |
| |
4
| The company's net earnings and basic and diluted net earnings per share were significantly impacted by the enactment of U.S. Tax Reform during fiscal 2018. For additional information regarding the impact of U.S. Tax Reform on fiscal 2018 Results of Operations, refer to the section entitled "Results of Operations" included in Part I, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this report.
|
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to provide a reader of our financial statementsConsolidated Financial Statements with a narrative from the perspective of management on our financial condition, resultsFinancial Condition, Results of operations, liquidity,Operations, Liquidity, and certain other factors that may affect our future results. Our Consolidated Financial Statements and Notes to Consolidated Financial Statements are included in Part II, Item 8, "Financial Statements and Supplementary Data," of this Annual Report on Form 10-K and all references in this MD&A to the Notes to Consolidated Financial Statements can be found in Part II, Item 8, "Financial Statements and Supplementary Data," of this Annual Report on Form 10-K.
Unless expressly stated otherwise, the comparisons presented in this MD&A refer to the prior fiscal year. Our MD&A is presentedyear-over-year comparison of changes in six sections:
Company Overview
our Financial Condition and Results of Operations
Business Segments
as of and for the fiscal years ended October 31, 2021 and 2020. Discussion of fiscal 2019 items and the year-over-year comparison of changes in our Financial Position
Non-GAAPCondition and Results of Operations as of and for the fiscal years ended October 31, 2020 and 2019 can be found in Part II, Item 7, "Management’s Discussion and Analysis of Financial Measures
Critical Accounting PoliciesCondition and Estimates
We have provided non-GAAP financial measures, which are not calculated or presented in accordance with accounting principles generally accepted in the United States ("GAAP"), as information supplemental and in addition to the financial measures presented in this report that are calculated and presented in accordance with GAAP. This MD&A contains certain non-GAAP financial measures, consistingResults of adjusted net earnings, adjusted net earnings per diluted share, and an adjusted effective tax rate as measuresOperations," of our operating performance. Management believes these measures may be useful in performing meaningful comparisons of past and present operating results, to understandAnnual Report on Form 10-K for the performance of our ongoing operations, and how management views the business. Reconciliations of adjusted non-GAAP financial measures to the most directly comparable reported GAAP financial measures are included in the section titled "Non-GAAP Financial Measures" within this MD&A. These measures, however, should not be construed as an alternative to any other measure of performance determined in accordance with GAAP. Our net earnings, diluted net earnings per share ("EPS"), and effective tax rate for fiscal year 2016 were not impacted by the effects of U.S. Tax Reform or ASU No. 2016-09, Stock-based Compensation: Improvements to Employee Share-based Payment Accounting, and accordingly, have not been adjusted within the following sections of this MD&A.
ended October 31, 2020. Statements that are not historical are forward-looking and involve risks and uncertainties, including those discussed in Part I, Item 1A, "Risk Factors"Factors," and elsewhere in this report.Annual Report on Form 10-K. These risks and uncertainties could cause our actual results to differ materially from any future performance suggested below.throughout this MD&A.
Our MD&A is presented as follows:
•Company Overview
•Results of Operations
•Business Segments
•Financial Position
•Non-GAAP Financial Measures
•Critical Accounting Policies and Estimates
Non-GAAP Financial Measures
Throughout this MD&A, we have provided financial measures that are not calculated or presented in accordance with U.S. GAAP ("non-GAAP financial measures"), as information supplemental and in addition to the most directly comparable financial measures presented in this Annual Report on Form 10-K that are calculated and presented in accordance with U.S. GAAP. We believe that these non-GAAP financial measures, when considered in conjunction with our Consolidated Financial Statements prepared in accordance with U.S. GAAP, provide investors with useful supplemental financial information to better understand our core operational performance and cash flows. These non-GAAP financial measures, however, should not be considered superior to, as a substitute for, or as an alternative
to, and should be considered in conjunction with, the most directly comparable U.S. GAAP financial measures. Reconciliations of non-GAAP financial measures to the most directly comparable reported U.S. GAAP financial measures are included in the section titled "Non-GAAP Financial Measures" within this MD&A.
COMPANY OVERVIEW
General
The Toro Company is in the business of designing, manufacturing, marketing, and marketingselling professional turf maintenance equipment and services,services; turf irrigation systems,systems; landscaping equipment and lighting products,products; snow and ice management products, agricultural irrigation systems,products; ag-irrigation systems; rental, specialty, and specialtyunderground construction equipment,equipment; and residential yard and snow thrower products. Our purpose is to help our customers enrich the beauty, productivity, and sustainability of the land. Sustainability is the foundation of our enterprise strategic priorities of accelerating growth, driving productivity and operational excellence, and empowering our people, and our focus on alternative power, smart connected, and autonomous solutions are embedded as part of our "Sustainability Endures" strategy. Our Sustainability Endures strategy also provides transparency on our continued efforts to address sustainability-focused matters, including ESG priorities.
We sell our products worldwide through a network of distributors, dealers, mass retailers, hardware retailers, equipment rental centers, home centers, as well as online (direct to end-users). We strive to provide innovative, well-built, and dependable products supported by an extensive service network. A significant portion of our net sales has historically been, and we expect will continue to be, attributable to new and enhanced products. We define new products as those introduced in the current and previous two fiscal years.
We classify our operations into two reportable business segments: Professional and Residential. OurResidential, and our remaining activities are presented as "Other" due to their insignificance. These Other activities consistinsignificance, as described in greater detail within the section titled "Business Segments" in this MD&A.
Executive Summary
We began fiscal 2021 in the midst of earnings (loss) the COVID-19 pandemic, which continued to cause many challenges for our business and manufacturing operations. Specifically, COVID-19 was the catalyst for the current challenging global macroeconomic environment that has disrupted the global supply chain and created an inflationary environment throughout fiscal 2021. The impact of COVID-19 on our business is more fully described within the section titled "Impact of COVID-19" in this MD&A. Despite these challenges, we achieved double-digit consolidated net sales growth in fiscal 2021.
Our Professional segment achieved 16.1 percent net sales growth in fiscal 2021 primarily due to a combination of strong demand for most products and strategic pricing actions across our product lines. More specifically, we benefited
from a continued strong rebound in demand for many of the products in our wholly-owned domestic distribution company, corporate activities,Professional segment businesses that were more adversely impacted by COVID-19 during fiscal 2020. Most notably, our landscape contractor business continued to build upon the momentum generated during the fourth quarter of fiscal 2020 as we continued to experience strong retail demand from contractors and our channel partners worked to replenish their field inventory levels during fiscal 2021. Additionally, our golf business continued to experience strong demand as golf course investments increased and spending patterns normalized as budgetary constraints moderated. Our rental and specialty construction business also experienced strong demand primarily due to favorable construction industry trends. While the eliminationstrong demand experienced in our Professional segment was positive, our Professional segment growth was partially offset by a reduction of intersegment revenuesnet sales within our underground construction business driven by supply chain disruptions that resulted in product availability issues that limited our ability to meet the heightened demand for most of our products.
Our Residential segment continued to build on the momentum generated during fiscal 2020 and expenses.
Summaryachieved 23.1 percent net sales growth in fiscal 2021 primarily as a result of Fiscal 2018 Results
In fiscal 2018, westrong retail demand across most product lines as a result of new and enhanced products, favorable weather conditions, expanded retail placement, and continued investments by homeowners in their properties. We also achieved net sales growth during fiscal 2021 as a result of $2,618.7 million and net earningsstrategic pricing actions across our product lines. While the sales growth achieved in our Residential segment was positive, the shift to a greater percentage of 1.6 percent. Our fiscal 2018 results included the following items of significance:
Net sales for fiscal 2018 increased by 4.5 percent to $2,618.7 million when compared to fiscal 2017. The sales increase was primarily driven by strong demand for our Professional segment products, as well as the successful introduction of new innovative products in the Professional and Residential segments.
Professional segment net sales grew 7.5 percent in fiscal 2018 compared to fiscal 2017.
Residential segment net sales decreased 2.8 percent in fiscal 2018 compared to fiscal 2017.
International net sales for fiscal 2018 increased by 5.1 percent compared to fiscal 2017. Foreign currency exchange rates favorably impacted our international net sales by approximately $12.5 million in fiscal 2018. International net sales comprised 24.6 percent of our total consolidated net sales in fiscal 2018 compared to 24.4 percent in fiscal 2017 and 24.2 percent in fiscal 2016.
Our net earnings were significantly impacted by the provisions of U.S. Tax Reform during fiscal 2018. Fiscal 2018 net earnings of $271.9 million increased 1.6 percent compared to fiscal 2017, and diluted net earnings per share increased 3.7 percent to $2.50 in fiscal 2018 compared to $2.41 in fiscal 2017. Fiscal 2018 non-GAAP adjusted net earnings of $290.1 million increased 17.0 percent compared to fiscal 2017, and non-GAAP adjusted diluted net earnings per share increased 19.7 percent to $2.67 in fiscal 2018 compared to $2.23 in fiscal 2017.
Gross margin was 35.9 percent in fiscal 2018, a decrease of 90 basis points from 36.8 percent in fiscal 2017.
Selling, general, and administrative ("SG&A") expense was 21.7 percent as a percentage of consolidated net sales in fiscal 2018, a decrease of 90 basis points from 22.6 percent in fiscal 2017.
Receivables increased by 5.5 percent as of the end of fiscal 2018 comparedhas, and may continue to, the end of fiscal 2017. Our inventory levels were up by 8.9 percent as of the end of fiscal 2018 compared to the end of fiscal 2017.
Our field inventory levels were up as of the end of fiscal 2018 compared to the end of fiscal 2017, mainly due to higher Professional segment field inventory driven by strong channel demand inadversely pressure our landscape contractor, golf and grounds, and rental and specialty construction equipment businesses.consolidated gross margins.
We continued our history of paying quarterly cash dividends inthroughout fiscal 2018. We2021 and increased our fiscal 20182021 quarterly cash dividend by 14.35.0 percent to $0.20$0.2625 per share compared to $0.25 per share paid in fiscal 2020. We also resumed repurchasing shares of our common stock, thereby reducing our total shares outstanding. As a result of the combination of quarterly cash dividenddividends and share repurchases, we returned $414.7 million of cash to our shareholders during fiscal 2021. As of October 31, 2021, we had a strong liquidity profile with available liquidity of $1,002.5 million, consisting of cash and cash equivalents of $405.6 million and availability under our revolving credit facility of $596.9 million.
Additionally, our fiscal 2021 results included the following items of significance that are provided in summary format here and described in greater detail throughout the "Results of Operations," "Business Segments," and "Financial Position" sections of this MD&A:
•Consolidated net sales for fiscal 2021 were $3,959.6 million, an increase of 17.2 percent compared to $3,378.8 million in fiscal 20172020.
•Professional segment net sales for fiscal 2021 were $2,929.6 million, an increase of $0.17516.1 percent compared to $2,523.5 million in fiscal 2020.
•Residential segment net sales for fiscal 2021 were $1,010.1 million, an increase of 23.1 percent compared to $820.7 million in fiscal 2020.
•Gross margin was 33.8 percent in fiscal 2021 compared to 35.2 percent in fiscal 2020, a decrease of 140 basis points.
•Non-GAAP gross margin was 33.8 percent in fiscal 2021 compared to 35.4 percent in fiscal 2020, a decrease of 160 basis points.
•SG&A expense as a percentage of net sales in fiscal 2021 was 20.7 percent compared to 22.6 percent in fiscal 2020, an improvement of 190 basis points.
•Net earnings for fiscal 2021 were $409.9 million, or $3.78 per share.diluted share, compared to $329.7 million, or $3.03 per diluted share, in fiscal 2020.
•Non-GAAP net earnings for fiscal 2021 were $392.7 million, or $3.62 per diluted share, compared to $327.7 million, or $3.02 per diluted share, in fiscal 2020.
•Field inventory levels were lower as of the end of fiscal 2021 compared to the end of fiscal 2020 as a result of strong retail demand for our products that exceeded product availability.
Please refer to the sections entitled “Resultssection titled "Non-GAAP Financial Measures" within this MD&A for reconciliations of Operations", "Business Segments", and "Financial Position" included in Part II, Item 7 of this report for additional details concerning our financial results for fiscal 2018. Reconciliations of adjusted non-GAAP financial measures to the most directly comparable reported U.S. GAAP financial measures.
As we look ahead to fiscal 2022, we currently expect the strong demand environment to continue across both our Professional and Residential segments and benefit our future net sales. We also expect to continue to realize favorable impacts to both our net sales and gross margins as a result of our strategic pricing actions and to our gross margins from our productivity initiatives. However, the current challenging supply chain and inflationary environment is anticipated to continue and adversely impact our gross margins into fiscal 2022 and we anticipate that our quarterly sales cadence during fiscal 2022 will be driven more by our ability to produce product than historical demand patterns and seasonality. We intend to continue our historical practice of prudently managing expenses and adjusting production levels as needed to align with anticipated sales volumes and availability of commodity and component parts inventories, while also prioritizing investments that support long-term sustainable growth across our businesses. However, given our current expectation of continuing supply chain disruptions into fiscal 2022 our ability to effectively and efficiently adjust production levels as needed may be limited.
Power Forward
Despite uncertainty concerning the duration of COVID-19 and its impact on the global economy and supply chains, we continued to embrace employee initiatives aligned with driving defined enterprise financial performance goals. As a result, for fiscal 2021, we implemented a one-year employee
initiative, "Power Forward." This employee initiative was intended to help us drive net sales and operating earnings growth and specifically focused on enterprise-wide financial performance goals of net sales of $3.7 billion and non-GAAP operating earnings of $485.0 million for fiscal 2021. Due to strong business performance, we exceeded both enterprise-wide financial performance goals during fiscal 2021 as we realized $4.0 billion of net sales and $507.0 million of non-GAAP operating earnings.
New Multi-Year Employee Initiative
Our new multi-year employee initiative, "Drive for Five," is intended to align and engage employees on furthering our strategic growth by offering innovative business and product categories to serve our customers. As such, the core focus of this initiative is our goal of exceeding $5.0 billion in net sales through organic growth, while continuing our historical focus on improving profitability, by the end of fiscal 2024. We believe this goal will continue and enhance the innovation and growth momentum for the organization.
Impact of COVID-19
In March 2020, the World Health Organization declared COVID-19 a global pandemic. COVID-19 has negatively impacted public health and portions of the global economy, significantly disrupted global supply chains, and created volatility in financial markets. The global impact of the pandemic has had a material impact on parts of our business, as well as our employees, customers, and suppliers, and caused many challenges for our business and manufacturing operations.
Our main focus from the beginning of the pandemic has been, and will continue to be, the health, safety, and well-being of our employees, customers, suppliers and communities around the world. In support of continuing our global manufacturing and business operations, we have adopted, and continue to adhere to, rigorous and meaningful safety measures recommended by the U.S. Centers for Disease Control and Prevention, World Health Organization, and federal, state, local, and foreign authorities in an effort to protect our employees, customers, suppliers, and communities. These important safety measures enacted at our facilities and other sites include implementing social distancing protocols such as the reconfiguration of manufacturing processes and other workspaces, frequent disinfecting of our facilities and workspaces, and providing or accommodating the wearing of face coverings and other sanitary measures at our facilities and sites where face coverings are required by government mandates. During fiscal 2021, we implemented an employee campaign in support of COVID-19 vaccine efforts. This campaign was designed to provide information about, and support and encourage our employees to receive, a COVID-19 vaccination. As part of this campaign, we facilitated offering the vaccine to our employees at certain of our facilities. We expect to continue certain applicable and appropriate safety measures for purposes of our global manufacturing and business operations and we may take further actions as
government authorities require or recommend or as we determine to be in the best interests of our employees, customers, suppliers, and communities.
In addition to our vigilant safety measures, we have also maintained our focus on our responsibility to meet the needs of our customers. While our facilities remained operational during fiscal 2021 and we experienced a lesser degree of intermittent partial or full factory closures due to government mandated measures as compared to fiscal 2020, our manufacturing operations were adversely impacted by the global macroeconomic environment, and more specifically, global supply chain disruptions that limited our ability to procure certain commodities and components parts in a timely manner to meet manufacturing production requirements. As a result, we experienced various degrees of commodity and component parts availability issues, which resulted in manufacturing inefficiencies and limited our ability to meet customer demand and adequately replenish certain raw materials, work in process, and finish goods inventory levels. Additionally, the global macroeconomic environment has resulted in a greater degree of inflationary cost pressures on commodity, component parts, and other related costs during fiscal 2021 as compared to fiscal 2020. Although we regularly monitor the adequacy of the supply of commodities, components, parts, and accessories and the financial health of the companies in our supply chain, and use alternative suppliers when necessary and available, financial hardship and/or government mandated restrictions on our suppliers caused by COVID-19, insufficient demand planning, and/or the inability of companies throughout our supply chain to deliver on supply commitments, requirements, and/or demands as a result of COVID-19 or otherwise, has and could continue to cause a disruption in our ability to procure the commodities, components, and parts required to manufacture our products. Ongoing communications continue with our suppliers in an attempt to identify and mitigate such risks and to proactively manage inventory levels of commodities, components, and parts to align with anticipated demand for our products and other government actions.
The continuing implications of COVID-19 on our business and manufacturing operations remain uncertain and will depend on certain future developments, including the duration of the pandemic; any adverse impact due to variants of the virus; its impact on market demand for our products; its impact on the global supply chain; its impact on our employees, customers, and suppliers; the range of government mandated restrictions and other measures; and the success of the deployment of COVID-19 vaccines, their effectiveness against the novel strain and related variants, and their rate of adoption. As a result, the ultimate impact on our future business and manufacturing operations, as well as Results of Operations, Financial Position, and Cash Flows as a result of COVID-19 is unknown at this time. We will continue to monitor the situation and the guidance from global government authorities, as well as federal, state, local and foreign public health authorities, and may take additional
meaningful actions based on their requirements and recommendations in an attempt to protect the health and well-being of our employees, customers, suppliers, and communities. In these circumstances, there may be developments outside our control requiring us to adjust our operating plans and implement appropriate cost reduction measures and such developments could occur rapidly. If the adverse impacts from COVID-19 continue or worsen beyond expectations, our business and related Results of Operations, Financial Position, or Cash Flows could be adversely impacted. Any sustained adverse impacts to our business, the industries in which we operate, market demand for our products, and/or certain suppliers or customers may also affect the future valuation of certain of our assets, and therefore, may increase the likelihood of a charge related to an impairment, write-off, valuation adjustment, allowance, or reserve associated with such assets, including, but not limited to, goodwill, indefinite and finite-lived intangible assets, inventories, accounts receivable, deferred income taxes, right-of-use assets, and property, plant and equipment. Such a charge could be material to our future Results of Operations, Financial Position, or Cash Flows. For additional information regarding risks associated with COVID-19, refer to Part I, Item 1A, "Risk Factors," of this Annual Report on Form 10-K.
Acquisition of Venture Products
On March 2, 2020, during the second quarter of fiscal 2020, we completed our acquisition of Venture Products, the manufacturer of Ventrac-branded products. Venture Products designs, manufactures, markets, and sells articulating turf, landscape, and snow and ice management equipment for grounds, landscape contractor, golf, municipal, and rural acreage customers and provides innovative product offerings that broadened and strengthened our Professional segment and expanded our dealer network. The acquisition consideration was $163.2 million, of which $24.9 million of cash consideration was paid to the former Venture Products shareholders during fiscal 2021 upon the satisfaction of indemnification and certain other obligations of Venture Products to the company. We funded the acquisition consideration with borrowings under our revolving credit facility and net cash provided by operating activities. Subsequent to the closing date, results of operations for Venture Products have been included within our Professional segment within our Consolidated Financial Statements and had an incremental impact to our Professional segment net sales and segment earnings for the fiscal year ended October 31, 2021. For additional information regarding the Venture Products acquisition, refer to Note 2, Business Combinations and Asset Acquisitions, in the Notes to Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data," of this Annual Report on Form 10-K.
RESULTS OF OPERATIONS
Net Sales
Consolidated net sales in fiscal 2021 were $3,959.6 million compared to $3,378.8 million in fiscal 2020, an increase of 17.2 percent. This net sales increase was primarily driven by the following factors:
•increased sales of Professional landscape contractor zero-turn riding mowers due to strong retail demand and low field inventory levels at the end of fiscal 2020;
•price increases across our Professional and Residential segment product lines;
•strong retail demand for Residential zero-turn riding and walk power mowers due to new and enhanced products;
•increased shipments of golf equipment and Professional irrigation products as a result of the normalization of golf course spending patterns and course investments; and
•strong demand for rental and specialty construction equipment due to favorable construction industry trends.
The consolidated net sales increase was partially offset by reduced sales of underground construction equipment as a result of supply chain challenges limiting product availability and our ability to meet construction industry demand.
Net sales in international markets were $827.6 million for fiscal 2021 compared to $678.1 million in fiscal 2020, an increase of 22.0 percent. Changes in foreign currency exchange rates resulted in an increase in our net sales of $19.3 million in fiscal 2021. The international net sales increase was primarily driven by increased shipments of golf equipment and irrigation products and strong demand for both Professional and Residential segment zero-turn riding products.
The following table summarizes our Results of Operations as a percentage of our consolidated net sales:
| | | | | | | | | | | | | | |
| Fiscal Years Ended October 31 | | 2021 | | 2020 |
| Net sales | | 100.0 | % | | 100.0 | % |
| Cost of sales | | (66.2) | | | (64.8) | |
| Gross margin | | 33.8 | | | 35.2 | |
| SG&A expense | | (20.7) | | | (22.6) | |
| Operating earnings | | 13.1 | | | 12.6 | |
| Interest expense | | (0.7) | | | (1.0) | |
| Other income, net | | 0.2 | | | 0.4 | |
| Earnings before income taxes | | 12.6 | | | 12.0 | |
| Provision for income taxes | | (2.2) | | | (2.2) | |
| Net earnings | | 10.4 | % | | 9.8 | % |
Gross Profit and Gross Margin
Gross profit represents net sales less cost of sales and gross margin represents gross profit as a percentage of net sales. Refer to Note 1, Summary of Significant Accounting Policies and Related Data, of the Notes to Consolidated Financial Statements within the section entitled "Cost of Sales," for a description of expenses included in cost of sales. Gross profit for fiscal 2021 was $1,338.5 million, up 12.5 percent compared to gross profit of $1,189.8 million in fiscal 2020.
Gross margin was 33.8 percent in fiscal 2021 compared to 35.2 percent in fiscal 2020, a decrease of 140 basis points. Non-GAAP gross profit was $1,338.5 million, up 12.0 percent compared to non-GAAP gross profit of $1,194.6 million in fiscal 2020. Non-GAAP gross margin was 33.8 percent in fiscal 2021 compared to 35.4 percent in fiscal 2020, a decrease of 160 basis points. The decrease in gross margin and non-GAAP gross margin in fiscal 2021 as compared to fiscal 2020 was primarily due to the macroeconomic inflationary environment resulting in higher commodity, component parts, and freight costs. This negative impact was partially offset by the following factors:
•improved net price realization as a result of price increases across our Professional and Residential segment product lines;
•productivity improvements; and
•favorable product mix.
Non-GAAP gross profit and non-GAAP gross margin exclude the impact of acquisition-related costs for our acquisitions of Venture Products and CMW, including charges incurred for the take-down of the inventory fair value step-up amounts resulting from purchase accounting adjustments, and the impact of management actions, including charges incurred for inventory write-downs related to the Toro underground wind down. Reconciliations of non-GAAP financial measures to the most directly comparable reported U.S. GAAP financial measures are included in the section titled "Non-GAAP Financial Measures" within this MD&A.
Vision 2020Selling, General and Administrative ("SG&A") Expense
Our current multi-year employee initiative, "Vision 2020", which began with our 2018 fiscal year, focuses on driving profitable growth with an emphasis on innovation and serving our customers, which we believe will generate further momentum for the organization. Through our Vision 2020 initiative, we have set specific goals intended to help us drive organic revenue and operating earnings growth.
Organic Revenue Growth
We intend to pursue strategic growth of our existing businesses and product categories with an organic revenue goal to achieve at least five percentSG&A expense increased $56.8 million, or more of organic revenue growth in each of the three fiscal years of this initiative. For purposes of this goal, we define organic revenue growth as the increase in net sales, less net sales from acquisitions that occurred in the current fiscal year. In fiscal year 2018, we fell short of this goal by achieving 3.7 percent organic revenue growth.
Operating Earnings
Additionally, as part of our Vision 2020 initiative growth goals, we have set an operating earnings goal to increase operating earnings as a percentage of net sales to 15.5 percent or higher by the end of fiscal 2020. We are tracking short of this goal as fiscal year 2018 realized 14.2 percent of operating earnings as a percentage of net sales.
RESULTS OF OPERATIONS
United States Tax Reform
On December 22, 2017, the U.S. enacted Public Law No. 115-97 ("Tax Act"), originally introduced as the Tax Cuts and Jobs Act, which significantly modified the Internal Revenue Code. The Tax Act reduced the U.S. federal corporate tax rate from 35.0 percent to 21.0 percent, created a territorial-type tax system with an exemption for foreign dividends, and imposed a one-time deemed repatriation tax on a U.S. company's historical undistributed earnings and profits of foreign affiliates. The tax rate change was effective January 1, 2018, which resulted in a blended U.S. federal statutory tax rate of 23.3 percent for the fiscal year ended October 31, 2018. Among other provisions, the Tax Act also increased expensing for certain business assets, created new taxes on certain foreign sourced earnings, adopted limitations on business interest expense deductions, repealed deductions for income attributable to domestic production activities, and added other anti-base erosion rules. The effective dates for the provisions set forth in the Tax Act vary as to when the provisions will apply to Toro.
In response to the Tax Act, the SEC provided guidance by issuing Staff Accounting Bulletin No. 118 ("SAB 118"), which has since been codified by the release of ASU No. 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118. ASU 2018-05 allows companies to record provisional amounts during a measurement period with respect to the impacts of the Tax Act for which the accounting requirements under Accounting Standards Codification ("ASC") Topic 740 are not complete, but a reasonable estimate has been determined. The measurement period under ASU 2018-05 ends when a company has obtained, prepared, and analyzed the information that was needed in order to complete the accounting requirements under ASC Topic 740, but cannot exceed one year.
As of October 31, 2018, we have completed the accounting for the effects of the Tax Act. We have estimated the impacts of the Tax Act on our annual effective tax rate, and have recorded tax expense of $19.3 million for the remeasurement of deferred tax assets and liabilities and tax expense of $13.4 million for the deemed repatriation tax. These tax expense amounts significantly impacted our results of operations for the fiscal year ended October 31, 2018. Please reference the sections below titled "Provision for Income Taxes" and "Net Earnings" within this MD&A for further information regarding the impacts of the Tax Act on Toro for the fiscal year ended October 31, 2018.
While we have recorded amounts in fiscal 2018 for the items expected to most significantly impact our Consolidated Financial Statements, many of the provisions of the Tax Act are not effective for us until the fiscal year ending October 31, 2019. Accordingly, we have not yet reached a final conclusion on the overall impacts of the Tax Act.
Reconciliations of adjusted non-GAAP financial measures to the most directly comparable reported GAAP financial
measures are included in the section titled "Non-GAAP Financial Measures" within this MD&A.
Overview
The following table summarizes our results of operations as a percentage of our consolidated net sales:
|
| | | | | | | | | |
| Fiscal Years Ended October 31 | | 2018 | | 2017 | | 2016 |
| Net sales | | 100.0 | % | | 100.0 | % | | 100.0 | % |
| Cost of sales | | (64.1 | ) | | (63.2 | ) | | (63.4 | ) |
| Gross margin | | 35.9 |
| | 36.8 |
| | 36.6 |
|
| SG&A expense | | (21.7 | ) | | (22.6 | ) | | (22.6 | ) |
| Operating earnings | | 14.2 |
| | 14.2 |
| | 14.0 |
|
| Interest expense | | (0.7 | ) | | (0.8 | ) | | (0.8 | ) |
| Other income, net | | 0.7 |
| | 0.7 |
| | 0.6 |
|
| Provision for income taxes | | (3.8 | ) | | (3.4 | ) | | (4.1 | ) |
| Net earnings | | 10.4 | % | | 10.7 | % | | 9.7 | % |
Fiscal 2018 Compared with Fiscal 2017
Net Sales
Worldwide net sales in fiscal 2018 were $2,618.7 million compared to $2,505.2 million in fiscal 2017, an increase of 4.5 percent. This net sales increase was primarily attributable to the following factors:
Increased sales of Professional segment products, which were primarily driven by strong channel demand and a successful new product introduction for our landscape contractor zero-turn radius riding mowers, continued growth in our golf and grounds businesses, sales of new products as a result of our acquisition of L.T. Rich, strong channel demand for our rental and specialty construction equipment, higher shipments of our snow and ice management products, and incremental sales and strong demand for our Perrot-branded irrigation products.
Decreased sales of Residential segment products were primarily due to unfavorable weather conditions during the key selling seasons for zero-turn radius riding mowers, snow products, walk power mowers, and Pope-branded products.
Net sales in international markets increased by 5.17.4 percent, in fiscal 20182021 compared to fiscal 2017, mainly due2020. Refer to strong channel demand for our golfNote 1, Summary of Significant Accounting Policies and grounds equipment, higher sales of Perrot-branded irrigation products, increased shipments of Professional segment zero-turn radius riding mowers, and successful product introductions within the Residential and Professional segments. These increases were partially offset by decreased sales of Pope-branded products and Residential segment zero-turn radius riding mowers and walk power mowers due to unfavorable weather conditions during the key selling seasons. Changes in foreign currency exchange rates positively impacted our international net sales by approximately $12.5 million in fiscal 2018.
Gross Margin
Gross margin represents gross profit (net sales less cost of sales) as a percentage of net sales. See Note 1Related Data, of the Notes to Consolidated Financial Statements in the section entitled "Cost of Sales," included in Part II, Item 8, "Financial Statements and Supplementary Data" of this report for a description of expenses included in cost of sales. Gross margin decreased by 90 basis points to 35.9 percent in fiscal 2018 from 36.8 percent in fiscal 2017. This decrease was mainly the result of the following factors:
Higher costs of commodities, primarily steel and resin.
Higher freight rates.
Manufacturing supply challenges.
Unfavorable impact of import tariffs on purchased raw materials and component parts.
Somewhat offsetting those unfavorable factors were:
Cost reduction efforts from productivity and process improvement initiatives.
Net price realization on Professional segment products.
Favorable foreign currency exchange rate fluctuations.
Favorable segment mix from a higher mix of Professional segment product sales.
Selling, General, and Administrative Expense
SG&A expense increased $2.2 million, or 0.4 percent, in fiscal 2018 compared to fiscal 2017. See Note 1 of the Notes to Consolidated Financial Statements, inwithin the section entitled "Selling, General and Administrative Expense," included in Part II, Item 8, "Financial Statements and Supplementary Data" of this reportExpense" for a description of expenses included in SG&A expense. The SG&A expense rate represents SG&A expense as a percentage of net sales. The SG&A expense rate in fiscal 20182021 was 21.720.7 percent compared to 22.6 percent in fiscal 2017, a decrease2020, an improvement of 90190 basis points. As a percentage of net sales, ourThis SG&A expense rate decreaseimprovement was primarily due to the following factors:
Lower incentive compensationresult of leveraging expense due to company performance against our multi-year employee initiative Vision 2020 and annual management incentives.
Leveraging of expenses over higher sales volume, partially offset by increased engineeringvolumes, which further benefited from a favorable net legal settlement with Briggs & Stratton Corporation.
Interest Expense
Interest expense for investments in new product development.
Interest Expense
primarily consists of interest costs incurred on outstanding borrowings related to our fixed and variable interest rate debt arrangements, as well as amortization of the debt issuance costs associated with our debt arrangements. Interest expense for fiscal 20182021 decreased 0.1 percent$4.5 million compared to fiscal 2017.
2020. This decrease was driven by lower average outstanding borrowings under our debt arrangements and lower average interest rates due to reductions in LIBOR rates in fiscal 2021 compared to fiscal 2020.
Other Income, Net
Other income, net primarily consists mainly of our proportionate share of income or losses from equity investments (fromour Red Iron),Iron joint venture, realized foreign currency exchange rate gains and losses, litigation settlementsinterest and recoveries, interest income, dividend income, other income,gains or losses recognized on actuarial valuation changes for our pension and post-retirement plans, retail financing revenue.revenue, and other miscellaneous income. Other income, net for fiscal 20182021 was $18.4$10.2 million compared to $17.2$13.9 million in fiscal 2017, an increase2020, a decrease of $1.2$3.7 million. The increaseThis decrease in other income, net was primarily due to higher earningsthe following factors:
•lower income from our equity investment in Red Iron joint venture as a result of $1.2 millionlower field inventory levels and higher interestincreased inventory turnover at our channel partners throughout fiscal 2021 as compared to fiscal 2020 as a result of strong retail demand for our products that exceeded product availability and
•the unfavorable impact of foreign currency exchange rates.
The other income, on marketable securities of $0.9 million. These increases werenet decrease was partially offset by lower gains realized on foreign currency exchange rate fluctuationsa settlement charge incurred for the termination of $1.0 million.our U.S. defined benefit pension plan recognized in fiscal 2020 that did not reoccur in fiscal 2021.
Provision for Income Taxes
The effective tax rate for fiscal 20182021 was 27.018.0 percent compared to 24.219.0 percent in fiscal 2017.2020. The effective tax rate was significantly impacted by the enactment of the Tax Act during fiscal 2018. The increasedecrease in the effective tax rate for fiscal 2021 was driven by the remeasurement of deferredfollowing factors:
•increased earnings in more favorable tax assets and liabilities, which resulted in a non-cash discretejurisdictions,
•one-time adjustments related to prior fiscal years, partially offset by
•decreased tax charge of $19.3 million, and the calculation of the deemed repatriation tax, which resulted in a discrete tax charge of $13.4 million, payable over eight years. In addition to these one-time charges resulting from the Tax Act during fiscal 2018, the increase in the effective tax rate was driven by a $5.2 million year-over-year decrease in the benefit of thebenefits recorded as excess tax deductiondeductions for share-based compensation, which includes a $6.1 million unfavorable impact on the benefit due to the reduction in the federal corporate tax rate. These increases were partially offset by a benefit of $30.8 million during fiscal 2018, resulting from the reduction in the federal corporate tax rate on all items other than the excess tax deduction for share-basedstock-based compensation.
The adjustednon-GAAP effective tax rate for fiscal 20182021 was 22.119.6 percent, compared to an adjusteda non-GAAP effective tax rate of 29.820.9 percent in fiscal 2017.2020. The adjusteddecrease in the non-GAAP effective tax rate foror fiscal 2018 excludes 2021 was primarily driven by the following factors:
•increased earnings in more favorable tax jurisdictions, and
•one-time charges associated with the Tax Act of $32.7 million and a benefit of $14.6 million for the excess tax deduction for share-based compensation. adjustments related to prior fiscal years.
The adjustednon-GAAP effective tax rate for fiscal 2017 excludes the benefitimpact of $19.7 million for thediscrete tax benefits recorded as excess tax deductiondeductions for share-basedstock-based compensation. Reconciliations of adjusted non-GAAP financial measures to the most directly comparable reported U.S. GAAP financial measures are included in the section titled "Non-GAAP Financial Measures" within this MD&A.
Net Earnings and Net Earnings per Diluted Share
Fiscal 20182021 net earnings were $271.9$409.9 million compared to $267.7$329.7 million in fiscal 2017,2020, an increase of 1.624.3 percent. Fiscal 20182021 diluted net earnings per share were $2.50,$3.78, an increase of 3.724.8 percent from $2.41$3.03 per diluted share in fiscal 2017. Net2020. The net earnings increase for fiscal 2018 were significantly impacted by the enactment of the Tax Act. As previously mentioned, the impact from the enactment of the Tax Act2021 was primarily driven by the remeasurementfollowing factors:
•higher sales volumes, which were further benefited from improved net price realization as a result of deferred tax assetsprice increases across our Professional and liabilities,Residential segment product line and favorable product mix;
•productivity improvements;
•favorable net legal settlements; and
•acquisition-related costs for our acquisitions of Venture Products and CMW recorded in fiscal 2020 that did not repeat in fiscal 2021.
Those favorable net earnings factors were partially offset by the adverse impacts of the macroeconomic inflationary environment, which resulted in a non-cash discrete tax charge of $19.3 million,higher commodity, component parts, and the calculation of the deemed repatriation tax, which resulted
freight costs.in a discrete tax charge of $13.4 million, payable over eight years. The unfavorable impact of these one-time charges during fiscal 2018 was partially offset by a benefit of $24.7 million resulting from the reduction in the federal corporate tax rate.
AdjustedNon-GAAP net earnings for fiscal 20182021 were $290.1$392.7 million, or $2.67$3.62 per diluted share, compared to $248.0$327.7 million, or $2.23$3.02 per diluted share, in fiscal 2017,2020, an increase of 19.719.9 percent per diluted share. Fiscal 2018 adjustedThe non-GAAP net earnings excludes one-time charges associated withincrease for fiscal 2021 was primarily driven by the Tax Actfollowing factors:
•higher sales volumes, which were further benefited from improved net price realization as a result of $32.7 million, or $0.30price increases across our Professional and Residential segment product line and favorable product mix, and
•productivity improvements.
Those favorable non-GAAP net earnings factors were partially offset by the adverse impacts of the macroeconomic inflationary environment, which resulted in higher commodity, component parts, and freight costs.
Non-GAAP net earnings and non-GAAP net earnings per diluted share and a benefitexclude the net impact of $14.6 million, or $0.13 per diluted share, forcertain litigation settlements; the impact of discrete tax benefits recorded as excess tax deductiondeductions for share-based compensation. Fiscal 2017 adjusted net earnings excludes a benefitstock-based compensation; acquisition-related costs related to our acquisitions of $19.7 million, or $0.18 per diluted share,Venture Products and CMW, including charges incurred related to certain purchase accounting adjustments and integration and transaction costs; and management actions, including charges incurred for inventory write-downs related to the excess tax deduction for share-based compensation.Toro underground wind down. Reconciliations of adjusted non-GAAP financial measures to the most directly comparable reported GAAP financial measures are included in the section titled "Non-GAAP Financial Measures" within this MD&A.
In addition, as a result of reduced shares outstanding from repurchases of our common stock, fiscal 2018 net earnings per diluted share and adjusted net earnings per diluted share were benefited by approximately $0.06 per diluted share.
Fiscal 2017 Compared with Fiscal 2016
Net Sales
Worldwide net sales in fiscal 2017 were $2,505.2 million compared to $2,392.2 million in fiscal 2016, an increase of 4.7 percent. This net sales increase was primarily attributable to the following factors:
Increased sales of Professional segment products were primarily driven from the successful introduction of new products and strong demand for our golf and grounds equipment, successful introduction of new landscape contractor equipment, continued growth in our rental and specialty construction businesses, increased shipments of our snow and ice management products, and our acquisition of the Perrot irrigation business in the first quarter of fiscal 2017.
Increased sales of Residential segment products were primarily due to increased demand for our Pope-branded irrigation products and increased shipments of snow products, partially offset by decreased shipments of zero-turn radius riding mowers.
Net sales in international markets increased by 5.6 percent in fiscal 2017 compared to fiscal 2016, mainly due to strong demand for our golf and grounds equipment, our acquisition of the Perrot irrigation business, and increased demand for our Pope-branded irrigation products, partially offset by fluctuations in foreign currency exchange rates that reduced our total net sales by approximately $3.3 million in fiscal 2017.
Gross Margin
Gross margin increased by 20 basis points to 36.8 percent in fiscal 2017 from 36.6 percent in fiscal 2016. This increase was mainly the result of the following factors:
Favorable operational productivity due to production efficiencies and Lean method initiatives.
Favorable segment mix from a higher mix of Professional segment product sales.
Somewhat offsetting those favorable factors were higher costs of commodities, primarily steel and resin, and higher freight costs.
Selling, General, and Administrative Expense
SG&A expense increased $25.5 million, or 4.7 percent, in fiscal 2017 compared to fiscal 2016. The SG&A expense rate in fiscal 2017 stayed consistent with the SG&A expense rate in fiscal 2016 at 22.6 percent. As a percentage of net sales, our SG&A expense rate was mainly impacted by decreased administrative expense primarily due to favorable health care claims experience in fiscal 2017, offset, in large part, by higher incentive expense due to improved company performance in fiscal 2017.
Interest Expense
Interest expense for fiscal 2017 decreased $0.2 million compared to fiscal 2016.
Other Income, Net
Other income for fiscal 2017 was $17.2 million compared to $15.4 million in fiscal 2016, an increase of $1.8 million. The increase in other income, net was primarily due to higher income from our equity investment in Red Iron of $2.0 million, foreign currency contract exchange gains of $0.6 million, and higher interest income of $0.5 million, partially offset by a fiscal 2016 litigation recovery that was not repeated in fiscal 2017 of $1.3 million.
Provision for Income Taxes
The effective tax rate for fiscal 2017 was 24.2 percent compared to 30.1 percent in fiscal 2016. The decrease was primarily the result of the adoption of ASU 2016-09 in fiscal 2017, which resulted in a tax benefit of $19.7 million.
The adjusted effective tax rate for fiscal 2017 was 29.8 percent, compared to an unadjusted effective tax rate of 30.1 percent in fiscal 2016. The adjusted effective tax rate for fiscal 2017 excludes the benefit of $19.7 million for the excess tax deduction for share-based compensation. Reconciliations of adjusted non-GAAP financial measures to the most directly comparable reportedU.S. GAAP financial measures are included in the section titled "Non-GAAP Financial Measures" within this MD&A.
Net Earnings
Fiscal 2017 net earnings were $267.7 million compared to $231.0 million in fiscal 2016, an increase of 15.9 percent. Fiscal 2017 diluted net earnings per share were $2.41, an increase of 17.0 percent from $2.06 per share in fiscal 2016. The primary factors contributing to the net earnings increase was a lower effective tax rate, mainly driven by the adoption of ASU 2016-09 in fiscal 2017, along with net sales and gross margin improvement.
Adjusted net earnings for fiscal 2017 were $248.0 million, or $2.23 per diluted share, compared to unadjusted net earnings of $231.0 million, or $2.06 per diluted share, in fiscal 2016, an increase of 8.3 percent per diluted share. Fiscal 2017 adjusted net earnings excludes a benefit of $19.7 million, or $0.18 per diluted share, for the excess tax deduction for share-based compensation. Reconciliations of adjusted non-GAAP financial measures to the most directly comparable reported GAAP financial measures are included in the section titled "Non-GAAP Financial Measures" within this MD&A.
BUSINESS SEGMENTS
As more fully described in Note 113, Segment Data, of the Notes to Consolidated Financial Statements, we operate in two reportable business segments: Professional and Residential. Segment earnings for our Professional and Residential reportable segments are defined as earnings from operations plus other income, net. Our remaining activities consisting of our wholly-owned domestic distribution companies, Red Iron joint venture, our corporate activities, and the elimination of intersegment revenues and expenses, are presented as "Other" due to their insignificance. Operating loss for our Other activities includes earnings (loss) from our wholly-owned domestic distribution company, corporate activities, other income, and interest expense. Corporate activities include general corporate expenditures, (finance,such as finance, human resources, legal, information services, public relations, business development, and similar activities) andactivities, as well as other unallocated corporate assets and liabilities, such as corporate facilities and deferred tax assets and liabilities. The following information provides perspective on the net sales and operating results of our reportable business segments' and Other activities net sales and operating results.activities.
Professional Segment
Professional segment net sales represented approximately 7474.0 percent and 74.7 percent of consolidated net sales for fiscal 2018, 72 percent for fiscal 2017,2021 and 71 percent for fiscal 2016.2020, respectively. The following table showspresents our Professional segment's net sales, earnings, and earnings as a percentage of net sales (dollars in millions):
| | | | | | | | | | | | | | |
| Fiscal Years Ended October 31 | | 2021 | | 2020 |
| Net sales | | $ | 2,929.6 | | | $ | 2,523.5 | |
| Percentage change from prior year | | 16.1 | % | | 3.3 | % |
| Segment earnings | | $ | 507.3 | | | $ | 426.6 | |
| Segment earnings as a percentage of segment net sales | | 17.3 | % | | 16.9 | % |
Professional Segment Net Sales
Net sales for our Professional segment in fiscal 2021 increased 16.1 percent compared to fiscal 2020. This increase was primarily driven by strong demand for many of the products in our portfolio of Professional segment businesses, most notably the Professional segment businesses that were adversely impacted by COVID-19 during fiscal 2020.
Factors driving the Professional segment net sales operating earnings,increase include:
•increased sales of landscape contractor zero-turn riding mowers due to strong retail demand and operating earnings as a percentlow field inventory levels at the end of net sales:fiscal 2020;
|
| | | | | | | | | | | | |
| (Dollars in millions) | | | | | | |
| Fiscal Years Ended October 31 | | 2018 | | 2017 | | 2016 |
| Net sales | | $ | 1,947.0 |
| | $ | 1,811.7 |
| | $ | 1,705.3 |
|
| % change from prior year | | 7.5 | % | | 6.2 | % | | 4.0 | % |
| Operating earnings | | $ | 399.8 |
| | $ | 379.5 |
| | $ | 352.1 |
|
| As a percent of net sales | | 20.5 | % | | 20.9 | % | | 20.6 | % |
Segment Net Sales
Worldwide net sales for the•price increases across our Professional segment in fiscal 2018 were up by 7.5 percent compared to fiscal 2017 primarilyproduct lines;
•increased shipments of golf equipment and irrigation products as a result of the following factors:normalization of golf course spending patterns and course investments;
Higher shipments of our landscape contractor zero-turn radius riding mowers driven by •strong channel demand for rental and a successful new product introduction for our diesel-powered Exmark Lazer®specialty construction equipment due to favorable construction industry trends; and Toro Z Master®.
Continued growth in our golf and grounds businesses driven by increased shipments of our Reelmaster®, Groundsmaster®, and Greensmaster® series mowers, as well as increased shipments of Multi Pro® application equipment and Workman® utility vehicles.
Incremental•incremental net sales of new products within our landscape contractor and snow and ice management businesses as a result of our acquisition of L.T. Rich.
Strong channel demand for our Dingo® TX 1000 compact utility loader within our rentalVenture Products and specialty construction business.
Higher shipments of our snow and ice management products due to strong preseason channel demand.
Increasedincreased sales of irrigationsuch products mainly driven by incremental sales and strong demand for Perrot-branded irrigation products, as well as golf project growth.in fiscal 2021.
The Professional segment net sales for the Professional segment in fiscal 2017 were upincrease was partially offset by 6.2 percent compared to fiscal 2016 primarilyreduced sales of underground construction equipment as a result of the following factors:product availability that limited our ability to meet construction industry demand.
Higher shipments of golf and grounds equipment, primarily due to strong demand for our innovative product offerings.
Higher shipments of landscape contractor equipment, primarily driven by strong demand for new products.
Increased shipments of rental and specialty construction equipment, mainly driven by strong demand, and positive customer response for new products.
Increased sales of snow and ice management products, mainly driven by new product offerings and favorable snowfalls in the first quarter of fiscal 2017.
Increased sales of irrigation products mainly driven by the acquisition of the Perrot business.
Somewhat offsetting those increases for fiscal 2017 were unfavorable foreign currency exchange rate fluctuations.
Professional Segment Earnings
Operating earnings for the Professional segment earnings increased 18.9 percent in fiscal 2018 increased 5.4 percent2021 compared to fiscal 2017. Expressed2020, and when expressed as a percentage of Professional segment net sales, increased to 17.3 percent from 16.9 percent. The following factors positively impacted Professional segment earnings as a percentage of Professional segment net sales for fiscal 2021:
•improved net price realization as a result of price increases across our Professional segment product lines;
•reduced SG&A expense as a percentage of net sales due to leveraging expense over higher sales volumes;
•productivity improvements, including COVID-19-related production downtime in fiscal 2020 that was experienced to a lesser degree in fiscal 2021; and
•favorable product mix.
The Professional segment operating earnings decreased by 40 basis points to 20.5 percent in fiscal 2018 compared to 20.9 percent in fiscal 2017. The following factors impacted Professional segment operating earningsincrease as a percentage of Professional segment net sales for fiscal 2018:
Lower gross margin in fiscal 2018 compared to fiscal 2017 mainly due to higher commodity and freight rates, manufacturing supply challenges, and unfavorable product
mix,was partially offset by net price realization and favorable foreign currency exchange rate fluctuations.
A declinethe macroeconomic inflationary environment resulting in SG&A expense rate in fiscal 2018 compared to fiscal 2017 primarily due to lower incentive compensation expense and leveraging SG&A expense over higher sales volumes.
Operating earnings for the Professional segment in fiscal 2017 increased 7.8 percent compared to fiscal 2016. Expressed as a percentage of net sales, Professional segment operating earnings increased by 30 basis points to 20.9 percent in fiscal 2017 compared to 20.6 percent in fiscal 2016. The following factors impacted Professional segment operating earnings as a percentage of net sales for fiscal 2017:
Higher gross margin in fiscal 2017 compared to fiscal 2016 mainly due to favorable operational productivity from production efficiencies and Lean method initiatives, partially offset by higher commodity, costscomponent parts, and unfavorable product mix.
A decline in SG&A expense rate in fiscal 2017 compared to fiscal 2016 primarily due to lower administration and engineering expense as a percentage of net sales.
The domestic field inventory levels of our Professional segment products were higher as of the end of fiscal 2018 compared to the end of fiscal 2017, primarily due to higher field inventory for our landscape contractor, golf and grounds, and rental and specialty construction equipment businesses driven by strong channel demand.freight costs.
Residential Segment
Residential segment net sales represented approximately 2525.5 percent and 24.3 percent of consolidated net sales for fiscal 2018, 27 percent for fiscal 2017,2021 and 28 percent for fiscal 2016.2020, respectively. The following table shows thepresents our Residential segmentsegment's net sales, operating earnings, and operating earnings as a percent of net sales:
|
| | | | | | | | | | | | |
| (Dollars in millions) | | | | | | |
| Fiscal Years Ended October 31 | | 2018 | | 2017 | | 2016 |
| Net sales | | $ | 654.4 |
| | $ | 673.2 |
| | $ | 669.1 |
|
| % change from prior year | | (2.8 | )% | | 0.6 | % | | (7.8 | )% |
| Operating earnings | | $ | 64.8 |
| | $ | 74.7 |
| | $ | 73.7 |
|
| As a percent of net sales | | 9.9 | % | | 11.1 | % | | 11.0 | % |
Segment Net Sales
Worldwide net sales for the Residential segment in fiscal 2018 were down by 2.8 percent compared to fiscal 2017 primarily as a result of the following factors:
Fewer shipments of zero-turn radius riding mowers and walk power mowers driven by unfavorable spring weather conditions in fiscal 2018.
Lower snow product sales due to below average snowfall early in the fiscal 2018 season.
Lower sales of Pope-branded irrigation products in Australia mainly due to unfavorable weather conditions during the fourth quarter of fiscal 2018.
These decreases were partially offset by the successful introduction of the redesigned lines of our Hayter-branded walk power mowers and Power Max® HD snow thrower products.
Worldwide net sales for the Residential segment in fiscal 2017 were up by 0.6 percent compared to fiscal 2016 primarily as a result of the following factors:
Higher sales of Pope-branded irrigation products in Australia mainly due to strong demand and favorable weather conditions.
Increased shipments of snow products mainly driven by favorable snowfalls in the first quarter of fiscal 2017.
Somewhat offsetting those increases were:
Lower shipments of our zero-turn radius riding mowers due to lower demand for our steering wheel zero-turn radius mower models and higher demand for our new lines of Professional segment contractor grade zero-turn radius mowers.
Unfavorable foreign currency exchange rate fluctuations.
Segment Earnings
Operating earnings for the Residential segment in fiscal 2018 decreased 13.2 percent compared to fiscal 2017. Expressed as a percentage of net sales, Residential segment operating earnings decreased 120 basis points to 9.9 percent in fiscal 2018 compared to 11.1 percent in fiscal 2017. The following factors impacted Residential segment operating earnings as a percentage of net sales (dollars in millions):
| | | | | | | | | | | | | | |
| Fiscal Years Ended October 31 | | 2021 | | 2020 |
| Net sales | | $ | 1,010.1 | | | $ | 820.7 | |
| Percentage change from prior year | | 23.1 | % | | 24.1 | % |
| Segment earnings | | $ | 121.5 | | | $ | 113.7 | |
| Segment earnings as a percentage of segment net sales | | 12.0 | % | | 13.8 | % |
Residential Segment Net Sales
Net sales for fiscal 2018:
Lower gross margin in fiscal 2018 compared to fiscal 2017 mainly due to higher commodity costs and the unfavorable impact of import tariffs, partially offset by favorable foreign currency exchange rate fluctuations and freight cost reductions efforts.
A slight increase in the SG&A expense rate in fiscal 2018 compared to fiscal 2017 primarily due to fixed SG&A costs over lower sales volume.
Operating earnings for theour Residential segment in fiscal 20172021 increased 1.4by 23.1 percent compared to fiscal 2016. Expressed2020. This increase was primarily driven by growth across most of our product lines, most notably due to the following drivers:
•strong retail demand for zero-turn riding and walk power mowers due to new and enhanced products;
•price increases across our Residential segment product lines;
•increased sales of snow thrower products as a result of favorable weather conditions in key regions during the first half of fiscal 2021, enhanced retail placement, and strong pre-season retail demand; and
•increased sales of our 60V Flex-Force battery-powered home solutions products primarily due to successful new product introductions and enhanced retail placement.
Residential Segment Earnings
Residential segment earnings increased 6.9 percent in fiscal 2021 compared to fiscal 2020, and when expressed as a percentage of Residential segment net sales, decreased to 12.0 percent from 13.8 percent. This Residential segment earnings decrease as a percentage of Residential segment net sales was due to the macroeconomic inflationary environment resulting in higher commodity, component parts, and freight costs. The decrease was partially offset by the following items:
•improved net price realization as a result of price increases across our Residential segment product lines;
•productivity improvements, including COVID-19-related production downtime in fiscal 2020 that was experienced to a lesser degree in fiscal 2021;
•reduced SG&A expense as a percentage of net sales Residential segment operating earnings increased 10 basis points to 11.1 percent in fiscal 2017 compared to 11.0 percent in fiscal 2016. The following factors impacted Residential segment operating earnings as a percentage of net sales for fiscal 2017:
Higher gross margin in fiscal 2017 compared to fiscal 2016 mainly due to leveraging expense over higher sales volumes; and
•favorable product mix and favorable operational productivity from production efficiencies, partially offset by higher commodity costs and freight expense.mix.
An increased SG&A expense rate attributable to higher incentive and engineering expense as a percentage of net sales.
The domestic field inventory levels of our Residential segment products as of the end of fiscal 2018 were consistent with the levels of fiscal 2017.
Other Activities
Net sales for our Other activities which includesconsist of sales from our wholly ownedwholly-owned domestic distributor,distribution companies less intercompany sales from our Professional and Residential business segments to the wholly-owned domestic distribution companies. As further described in Note 7, Management Actions, in the Notes to Consolidated Financial Statements, during the first quarter of fiscal 2021, we completed the sale of our Northeastern U.S. distribution company, resulting in us owning only one wholly-owned domestic distribution company during most of fiscal 2021. Net sales for our Other activities represented approximately 10.5 percent and 1.0 percent of consolidated net sales for each of fiscal 2018, 2017,2021 and 2016. During the first quarter of fiscal 2016, we sold our Northwestern U.S. distribution company. 2020, respectively.
The following table shows thepresents net sales and operating lossesloss for our Other activities:activities (dollars in millions):
|
| | | | | | | | | | | | |
| (Dollars in millions) | | | | | | |
| Fiscal Years Ended October 31 | | 2018 | | 2017 | | 2016 |
| Net sales | | $ | 17.2 |
| | $ | 20.2 |
| | $ | 17.7 |
|
| % change from prior year | | (14.8 | )% | | 14.1 | % | | (30.6 | )% |
| Operating losses | | $ | (92.2 | ) | | $ | (101.0 | ) | | $ | (95.3 | ) |
| | | | | | | | | | | | | | |
| Fiscal Years Ended October 31 | | 2021 | | 2020 |
| Net sales | | $ | 19.9 | | | $ | 34.6 | |
| Percentage change from prior year | | (42.5) | % | | 3.7 | % |
| Operating loss | | $ | (129.0) | | | $ | (133.2) | |
Other Net Sales
Net sales for our Other activities includesin fiscal 2021 decreased $14.7 million compared to fiscal 2020, primarily as a result of the sale of our Northeastern U.S. distribution company during the first quarter of fiscal 2021, partially offset by the following factors:
•reduced intercompany sales eliminations for sales from our wholly owned domestic distribution company less sales from the Professional and Residential segments to thatour remaining wholly-owned domestic distribution company. Net sales for our Other activities in fiscal 2018 decreased $3.0 million compared to fiscal 2017, primarily due to fewer shipmentscompany as a result of the sale of our golfNortheastern U.S. distribution company and grounds equipment sold through
•increased sales from our wholly ownedremaining wholly-owned domestic distribution company.company driven by strong retail demand.
Net sales for our Other activities in fiscal 2017 were up $2.5 million compared to fiscal 2016, primarily due to strong demand for our golf and grounds equipment that was sold through our wholly owned domestic distribution company.
Other Operating Loss
Operating loss for our Other activities decreased $4.2 million in fiscal 2018 decreased by 8.7 percent2021 compared to fiscal 2017.2020. This operating loss decrease was primarily attributable todriven by the following factors:
•a favorable net legal settlement with Briggs & Stratton Corporation;
•reduced SG&A expense as a result of the sale of our Northeastern U.S. distribution company; and
•reduced interest expense as a result of lower incentive compensation expenseaverage outstanding borrowings under our debt arrangements and lower average interest rates due to company performance against our multi-year employee initiative Vision 2020 and annual management incentives, higher earnings from our equity investmentreductions in Red Iron, and higher interest income on marketable securities, partially offset by lower gains realized on foreign currency exchange rate fluctuations.LIBOR rates in fiscal 2021 compared to fiscal 2020.
OperatingThe operating loss decrease for our Other activities in fiscal 2017 was partially offset by the following items:
•a charge incurred for a legal settlement related to a series of ongoing patent infringement disputes; and
•increased by 6.0 percent comparedincentive compensation costs as a result of strong business performance.
Refer to fiscal 2016. This loss increase was primarily attributableNote 12, Commitments and Contingencies, of the Notes to higher incentive expense due to improved company performance.Consolidated Financial Statements within the section entitled "Litigation" for additional information regarding the favorable net legal settlement with Briggs & Stratton Corporation.
FINANCIAL POSITION
Working Capital
OurGiven the challenging macroeconomic environment experienced throughout most of fiscal 2021 that has created supply chain disruption and more specifically, resulted in challenging conditions for sourcing adequate amounts of certain commodity and component parts inventory and, in certain cases, the inability of our suppliers to meet our commodity and component parts demand requirements, our working capital strategy for fiscal 2018 continued2021 shifted to place primary emphasis on improving asset utilization with a focus on reducingincreasing our commodity and component parts inventories in an attempt to hold requisite inventory levels to meet our production requirements, avoid manufacturing delays, and meet the amountstrong demand for our products, as well as attempting to ensure service parts availability for our customers. The following table highlights several key measures of our working capital performance (dollars in millions):
| | | | | | | | | | | | | | |
| Fiscal Years Ended October 31 | | 2021 | | 2020 |
| Average receivables, net | | $ | 315.3 | | | $ | 296.5 | |
| Average inventories, net | | $ | 678.0 | | | $ | 705.1 | |
| Average accounts payable | | $ | 407.1 | | | $ | 319.5 | |
| Average days outstanding for receivables | | 29.1 | | | 32.0 | |
| Average inventory turnover (times per fiscal year) | | 3.9 | | | 3.1 | |
As of the supply chain, adjusting production plans, and maintaining or improving order replenishment and service levelsend of fiscal 2021, our average net working capital was 14.8 percent compared to end-users.20.2 percent as of the end of fiscal 2020. We calculate our average net working capital as average net accounts receivable plus average net inventory,
less average accounts payable as a percentage of net sales for a twelve month period. As of the end of fiscal 2018, our average net working capital improved to 13.7 percent compared to 13.8 percent as of the end of fiscal 2017 mainly
due to higher average accounts payable and higher net sales, partially offset by higher average inventory.
The following table highlights several key measures of our working capital performance:
|
| | | | | | | | |
| (Dollars in millions) | | | | |
| Fiscal Years Ended October 31 | | 2018 | | 2017 |
| Average cash and cash equivalents | | $ | 237.6 |
| | $ | 266.3 |
|
| Average receivables, net | | $ | 214.7 |
| | $ | 208.4 |
|
| Average inventories, net | | $ | 404.5 |
| | $ | 367.0 |
|
| Average accounts payable | | $ | 259.3 |
| | $ | 228.7 |
|
| Average days outstanding for receivables | | 29.9 |
| | 30.4 |
|
| Average inventory turnover (times) | | 4.2 |
| | 4.3 |
|
The following factors impacted our average net working capital during fiscal 2018:2021 as compared to fiscal 2020:
•Average net receivables increased by 3.06.3 percent, in fiscal 2018 compared to fiscal 2017primarily due to increasedhigher sales in fiscal 2018.to channels not financed through our Red Iron joint venture or other third-party floor plan financing arrangements. Our average days outstanding for receivables decreased to 29.929.1 days in fiscal 20182021 compared to 30.432.0 days in fiscal 2017.2020.
•Average net inventories increaseddecreased by 10.23.8 percent, in fiscal 2018 compared to fiscal 2017. Inventory levels as of the end of fiscal 2018 compared to the end of fiscal 2017 were up by $29.3 million, or 8.9 percent, primarilymainly due to higherlower finished goods inventories in certain of our Professional segment forecasted retailbusinesses as a result of strong demand increasedfor our products that exceeded product availability. This decrease was partially offset by higher raw materials and work in process inventoryinventories in our Residential segment and certain of our Professional segment businesses due to supply chain challenges that prevented the conversion of raw materials and incremental inventory from the acquisition of L.T. Rich.work in process inventories into finished goods.
•Average accounts payable increased by 13.427.4 percent, in fiscal 2018 compared to fiscal 2017, mainly due to initiatives to manage our payables, which included extending payment terms with suppliers.
Capital Expenditures and Other Long-Term Assets
Fiscal 2018 capital expenditures of $90.1 million were $31.8 million higher thanlargely normalized corporate spending activity throughout fiscal 2017. This increase was mainly attributable to fiscal 2018 facilities renovations, replacement of production process equipment, investments in new technology, and expansion of capacity. Capital expenditures for fiscal 2019 are expected to be approximately $85.0 million2021 as we plan to continue to invest in our facilities, new product tooling, new technology in production processes and equipment, replacement of production equipment, and expansion of capacity.
Long-term assets as of October 31, 2018 were $676.3 million compared to $633.9 millionthe lower corporate spending activity in fiscal 2020 as a result of October 31, 2017, an increase of $42.4 million. This increase was driven mainly by purchases of property, plant, and equipment and the acquisition of L.T. Rich in the second quarter of fiscal 2018, partially offset by decreased deferred income taxes due to the remeasurement required under the Tax Act. Included in long-term assets as of October 31, 2018 was goodwill in the amount of $225.3 million. Based on our annual goodwill impairment analysis, we determined there was no impairment of goodwill during fiscal 2018 for any of our reporting units as the fair values of the
reporting units exceeded their carrying values, including goodwill.COVID-19.
Cash FlowFlows
Cash flows provided by/(used in) operating, investing, and financing activities during the past threetwo fiscal years are shown in the following table:table (in millions):
| | | | | | | | | | | | | | | Cash Provided by/
(Used in) |
| (Dollars in millions) | | Cash Provided by/(Used in) | |
| Fiscal Years Ended October 31 | | 2018 | | 2017 | | 2016 | Fiscal Years Ended October 31 | | 2021 | | 2020 |
| Operating activities | | $ | 364.8 |
| | $ | 360.7 |
| | $ | 384.3 |
| Operating activities | | $ | 555.5 | | | $ | 539.4 | |
| Investing activities | | (127.9 | ) | | (83.8 | ) | | (48.9 | ) | Investing activities | | (128.5) | | | (216.1) | |
| Financing activities | | (252.1 | ) | | (245.3 | ) | | (182.9 | ) | Financing activities | | (503.7) | | | 2.4 | |
| Effect of exchange rates on cash | | (5.9 | ) | | 5.0 |
| | (5.2 | ) | Effect of exchange rates on cash | | 2.4 | | | 2.4 | |
| Net increase/(decrease) in cash and cash equivalents | | (21.1 | ) | | 36.7 |
| | 147.3 |
| |
| Cash and cash equivalents as of fiscal year end | | $ | 289.1 |
| | $ | 310.3 |
| | $ | 273.6 |
| |
| Net (decrease) increase in cash and cash equivalents | | Net (decrease) increase in cash and cash equivalents | | (74.3) | | | 328.1 | |
| Cash and cash equivalents as of the end of the fiscal period | | Cash and cash equivalents as of the end of the fiscal period | | $ | 405.6 | | | $ | 479.9 | |
Cash Flows from Operating Activities
Our primary source of funds is cash generated from operations. In fiscal 2018,2021, cash provided by operating activities increased by $4.1$16.1 million, or 1.13.0 percent, from fiscal 2017.2020. This increase was mainly driven byprimarily due to a greater cash benefit from accounts payable due to largely normalized corporate spending activity and timing of invoice payments, as well as higher net earnings, which include the unfavorable non-cash charge related to the remeasurement of deferred income taxes required under the Tax Act.earnings. The increase in net earnings was partially offset by increased net inventories due to higher Professional segment forecasted retail demand and increased work in process inventory due to supply challenges and a lower year-over-year benefit from extending accounts payable terms as a component of our working capital initiatives.
In fiscal 2017, cash provided by operating activities decreasedwas partially offset by $23.5 million, or 6.1 percent, from fiscal 2016. This decrease was mainly due to higher net receivablesmore cash utilized for inventory purchases in our Professional and Residential segment businesses as a result of strong demand for our products and timing of component parts purchases and higher accounts receivable as a result of the timing of sales as well as increased net inventories due to higher amounts of inventory purchased to support higher Professional segment forecasted retail demand. This decrease was partially offset by higher net earnings, higher payables due to continued working capital initiatives, and achannels not financed through our Red Iron exclusivity incentive payment.joint
venture or other third-party floor plan financing arrangements.
Cash Flows from Investing Activities
Capital expenditures and acquisitions are a significant use of our capital resources. These investments are intended to enable sales growth in new and expanding markets, help us to meet product demand, and increase our manufacturing efficiencies and capacity. Cash used in investing activities in fiscal 2018 increased2021 decreased by $44.2$87.6 million from fiscal 2017 mainly2020. This decrease was primarily due to less cash utilized for the fiscal 2021 holdback release for our Venture Products business than was used for the initial cash consideration transferred on the acquisition date during fiscal 2020, as well as cash proceeds received from the fiscal 2021 first quarter sale of our Northeastern U.S. distribution company. The decrease to cash used in investing activities was partially offset by higher cash used for our asset acquisitions of Turflynx, Lda and Left Hand Robotics, Inc. and increased purchases of property, plant and equipment cash utilized for the acquisition of L.T. Rich in the second quarter of fiscal 2018, and minority investments in unconsolidated entities.
Cash used in investing activities in fiscal 2017 increased by $34.8 million from fiscal 2016 mainly due to cash utilized for
the acquisition2021 as a result of the Perrot businesscessation of the actions taken in the first quarterfiscal 2020 to preserve our liquidity position as a result of fiscal 2017 and higher purchases of property, plant, and equipment.COVID-19.
Cash Flows from Financing Activities
Cash used in financing activities in fiscal 20182021 was $252.1$503.7 million compared to $245.3$2.4 million of cash provided by financing activities in fiscal 2017, an increase of $6.8 million.2020. This increase in cash used in financing activities was mainly due to increasedless cash dividends paid onprovided by borrowings under our common stock, higher payments of withholding taxes for stock awards,debt arrangements during fiscal 2021 as compared to fiscal 2020 and more cash used for repurchases of shares of our common stock repurchases,under our Board authorized repurchase program as we resumed repurchase activity during fiscal 2021, partially offset by higher proceeds from the exercise of stock options.
Cash used in financing activities in fiscal 2017 was $245.3 million compared to $182.9 million in fiscal 2016. The increase in cash used in financing activities was mainly due to morelower cash used for common stock repurchases, lower proceeds from stock-based compensation, and increased cash dividends paid on our common stock in fiscal 2017 compared to fiscal 2016.repayments of outstanding indebtedness.
Cash and Cash Equivalents
Cash and cash equivalents as of the end of fiscal 20182021 decreased by $21.1$74.3 million compared to the end of fiscal 2017.2020. As of October 31, 2021, cash and cash equivalents held by our foreign subsidiaries were $117.3 million. We consider that $30.9 million of cash and cash equivalents held by our foreign subsidiaries are intended to be indefinitely reinvested. Should these cash and cash equivalents be distributed in the future in the form of dividends or otherwise, we may be subject to foreign withholding taxes, state income taxes, and/or additional federal taxes for currency fluctuations. As of October 31, 2021, the unrecognized deferred tax liabilities for temporary differences related to our investment in non-U.S. subsidiaries, and any withholding, state, or additional federal taxes upon any future repatriation, are not material and have not been recorded.
Capital Expenditures
We make ongoing capital investments in our property, plant, and equipment and believe that our historical capital investments in our manufacturing facilities and other capital assets have increased the production capacity of our operations and enabled us to meet the needs of our
customers. Fiscal 2021 capital expenditures of $104.0 million were $25.9 million higher than fiscal 2020. This increase was primarily due to increased capital investment levels in fiscal 2021 as a result of the cessation of the actions taken in fiscal 2020 to preserve our liquidity position as a result of COVID-19. We anticipate fiscal 2022 capital expenditures in the range of $150.0 million to $175.0 million as we plan to continue to invest in future growth through the expansion of our manufacturing operations and other facilities and capital assets, new product tooling, productivity and automation enhancements in our manufacturing and distribution processes, and continued replacement of production equipment.
Other Long-Term Assets
Other long-term assets as of October 31, 2021 were $1,447.0 million compared to $1,425.6 million as of October 31, 2020, an increase of $21.4 million. This increase was primarily due to an increase in purchases of property, plant, and equipment and an incremental increase of other intangible assets as a result of our asset acquisitions of Turflynx, Lda and Left Hand Robotics, Inc. These increases to other long-term assets were partially offset by depreciation of property, plant and equipment and the amortization of our other intangible assets and right-of-use lease assets during fiscal 2021.
Additionally, included in other long-term assets as of October 31, 2021 was goodwill in the amount of $421.7 million. Based on our annual goodwill impairment analysis, we determined there was no impairment of goodwill during fiscal 2021 for any of our reporting units as the fair values of the reporting units exceeded their carrying values, including goodwill.
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, payroll and other administrative costs, capital expenditures, establishment of new facilities, expansion and renovation of existing facilities, as well as for financing receivables from customers that are not financed with Red Iron.Iron or other third-party financial institutions. Our accounts receivable balancesbalance historically increaseincreases between January and April as a result of typically higher sales volumes and extended payment terms made available to our customers, and typically decreasedecreases between May and December when payments are received.
We generally fund cash requirements for working capital needs, capital expenditures, contractual obligations, acquisitions, investments, debt repayments, interest payments, quarterly cash dividend payments, and common stock repurchases, all as applicable, through cash provided by operating activities, availability under our revolving credit facility, and in certain instances, other forms of financing arrangements. Our revolving credit facility has been adequate for these purposes, although we have negotiated and completed additional financing arrangements as needed to allow us to complete acquisitions or for other corporate
purposes. We currently believe that our existing liquidity position, including the funds available through existing, and potential future, financing arrangements and forecasted cash flows from operations will be sufficient to provide the necessary capital resources for our anticipated working capital needs, capital expenditures, investments, debt repayments, interest payments, quarterly cash dividend payments, and common stock repurchases, all as applicable, for at least the next twelve months. As of October 31, 2018,2021, we had available liquidity of $1,002.5 million, consisting of cash and cash equivalents of $405.6 million, of which $117.3 million was held by our foreign subsidiaries, were approximately $104.3and availability under our revolving credit facility of $596.9 million. Notwithstanding
Indebtedness
The following is a summary of our indebtedness (in thousands):
| | | | | | | | | | | | | | |
| October 31 | | 2021 | | 2020 |
| Revolving credit facility | | $ | — | | | $ | — | |
| $270 million term loan | | 270,000 | | | — | |
| $200 million term loan | | — | | | 100,000 | |
| $300 million term loan | | — | | | 180,000 | |
| $190 million term loan | | — | | | 90,000 | |
| 3.81% series A senior notes | | 100,000 | | | 100,000 | |
| 3.91% series B senior notes | | 100,000 | | | 100,000 | |
| 7.8% debentures | | 100,000 | | | 100,000 | |
| 6.625% senior notes | | 124,040 | | | 123,978 | |
| Less: unamortized discounts, debt issuance costs, and deferred charges | | 2,798 | | | 2,855 | |
| Total long-term debt | | 691,242 | | | 791,123 | |
| Less: current portion of long-term debt | | — | | | 99,873 | |
| Long-term debt, less current portion | | $ | 691,242 | | | $ | 691,250 | |
Principal payments required on our outstanding indebtedness, based on the deemed repatriation undermaturity dates defined within our debt arrangements, for each of the Tax Actnext five fiscal years are as follows: fiscal 2022, $0.0 million; fiscal 2023, $0.0 million; fiscal 2024, $0.0 million; fiscal 2025, $27.0 million; fiscal 2026, $243.0 million; and other previously taxed income, we consider that $42.5 millionafter fiscal 2026, $425.0 million. Interest payments required on our outstanding indebtedness, assuming no prepayments of cashindebtedness, for each of the next five fiscal years are as follows: fiscal 2022, $26.7 million; fiscal 2023, $26.7 million; fiscal 2024, $26.7 million; fiscal 2025, $26.6 million; fiscal 2026, $26.1 million; and cash equivalents held by our foreign subsidiaries are intended to be indefinitely reinvested. Should these cash and cash equivalents be distributed inafter fiscal 2026, $128.2 million. Interest on variable rate debt was calculated using the future in the forminterest rate as of dividends or otherwise, we may be subject to foreign withholding taxes, state income taxes, and/or additional federal taxes for currency fluctuations. At this time, the unrecognized deferred tax liabilities for temporary differences related to our investment in non-U.S. subsidiaries, and any withholding, state, or additional federal taxes upon any future repatriation, are not material and have not been recorded.
October 31, 2021.Revolving Credit Facility
Seasonal cash requirements are financed from operations, cash on hand, and with borrowings under our revolving credit facility, as applicable. In June 2018,On October 5, 2021, we entered into an amended and restated credit agreement ("amended credit agreement") that provided for, among other things, a five-year unsecured revolving credit facility with a borrowing capacity of up to $600.0 million ("revolving credit facility") that matures on October 5, 2026 and replaced our prior $600.0 million unsecured senior revolving credit facility and term loan, which were
scheduled to mature in October 2019, with an unsecured senior five-year revolving credit facility that, among other things, increases our borrowing capacity to $600 million, from $150 million, and expires inon June 19, 2023. Included in our $600 millionthe revolving credit facility is a $10$10.0 million sublimit for standby letters of credit and a $30$30.0 million sublimit for swingline loans. At our election, and with the approval of the named borrowers on the revolving credit facility and the election of the lenders to fund such increase, the aggregate maximum principal amount available under the revolving credit facility may be increased by an amount of up to $300$300.0 million. Funds are available under the revolving credit facility for working capital, capital expenditures, and other lawful corporate purposes, including, but not limited to, acquisitions and common stock repurchases, subject in each case to compliance with certain financial covenants described below.as defined within the amended credit agreement. As of October 31, 2021, we had no outstanding borrowings under the revolving credit facility and $3.1 million outstanding under the sublimit for standby letters of credit, resulting in $596.9 million of unutilized availability under our revolving credit facility. As of October 31, 2020, we had no outstanding borrowings under our prior revolving credit facility and $2.5 million outstanding under our prior sublimit for standby letters of credit, resulting in $597.5 million of unutilized availability under our prior revolving credit facility.
LoansOutstanding loans under the revolving credit facility (other than swingline loans), if applicable, bear interest at a variable rate generally based on LIBOR or an alternative variable rate based on the highest of the Bank of America prime rate, the federal funds rate or a rate generally based on LIBOR, in each case subject to an additional basis point spread that is calculated baseddepending on the better of the leverage ratio (as measured quarterly and defined as the ratio of (a)(i) total indebtedness to (b)(ii) consolidated earningsEBIT (earnings before interest and taxestaxes) plus depreciation and amortization expense) and our debt rating of Toro.rating. Swingline loans under the revolving credit facility bear interest at a rate determined by the swingline lender or an alternative variable rate based on the highest of the Bank of America prime rate, the federal funds rate or a rate generally based on LIBOR, in each case subject to an additional basis point spread that is calculated baseddepending on the better of the leverage ratio and our debt rating of Toro.rating. Interest is payable quarterly in arrears. Our debt rating for long-term unsecured senior, non-credit enhanced debt was unchanged during the fourth quarter of fiscal 20182021 by Standard and Poor's Ratings Group at BBB and by Moody's Investors Service at Baa3. If our debt rating falls below investment grade and/or our leverage ratio rises above 1.50, the basis point spread we currently pay on outstanding debt under the revolving credit facility would increase. However, the credit commitment could not be canceled by the banks based solely on a ratings downgrade. During fiscal 2020, we incurred interest expense of $0.8 million on the outstanding borrowings under our prior revolving credit facility. No interest expense was incurred under our current and prior revolving credit facilities during fiscal 2021.
Our revolving credit facility contains standardcustomary covenants, including, without limitation, financial covenants, such as the maintenance of minimum interest coverage anda maximum leverage ratios;ratio; and negative covenants, which among other things, limit cash dividends, disposition of
assets, consolidations and mergers, restricted payments, liens, and other matters customarily restricted in such agreements. Most of these restrictions are subject to certain minimum thresholds and exceptions. Under the revolving credit facility, we are not limited in the amount for payments of cash dividends and common stock repurchases as long as, both before and after giving pro forma effect to such payments, our leverage ratio from the previous quarter compliance certificate is less than or equal to 3.5 (or, at our
option (which we may exercise twice during the term of the facility) after certain acquisitions with aggregate consideration in excess of $75$75.0 million, for the first four quarters following the exercise of such option, is less than or equal to 4.0), provided that immediately after giving effect of any such proposed action, no default or event of default would exist. As of October 31, 2018,2021, we were not limited in the amount for payments of cash dividends and common stock repurchases. We were in compliance with all covenants related tounder the amended credit agreement for our revolving credit facility as of October 31, 2018,2021, and we expect to be in compliance with all covenants during fiscal 2019.2022. If we were out of compliance with any covenant required by this credit agreement following the applicable cure period, the banks could terminate their commitments unless we could negotiate a covenant waiver from the banks. In addition, our long-term senior notes, debentures, term loan facility, and any amounts outstanding under the revolving credit facility could become due and payable if we were unable to obtain a covenant waiver or refinance our borrowings under ourthe amended credit agreement.
$270.0 Million Term Loan Credit Agreement
The amended credit agreement executed on October 5, 2021 also provided for a five-year unsecured term loan in an aggregate principal amount of $270.0 million, the entire amount of which was funded on October 5, 2021 and matures on October 5, 2026 ("$270.0 million term loan"). Under the amended credit agreement, incremental term loan commitments may be established at our election and the approval of the borrowers on the $270.0 million term loan by an amount of up to $100.0 million.
Beginning December 31, 2024, we are required to make quarterly principal amortization payments on the $270.0 million term loan equal to $6.75 million. On October 5, 2026, the aggregate principal amount of any remaining outstanding borrowings under the $270.0 million term loan are required to be repaid. The $270.0 million term loan may be prepaid and terminated at our election at any time without penalty or premium. Amounts repaid or prepaid may not be reborrowed. As of October 31, 2021, there was $270.0 million of outstanding borrowings under the $270.0 million term loan.
Outstanding borrowings under the $270.0 million term loan bear interest at a variable rate generally based on LIBOR or an alternative variable rate based on the highest of the Bank of America prime rate, the federal funds rate or a rate generally based on LIBOR, depending on the leverage ratio (as measured quarterly and defined as the ratio of (i) total indebtedness to (ii) consolidated EBIT (earnings before
interest and taxes) plus depreciation and amortization expense) and our debt rating. Interest is payable quarterly in arrears. For the fiscal year ended October 31, 2021, we incurred interest expense of $0.2 million on the outstanding borrowings under the $270.0 million term loan. No interest expense was incurred during fiscal 2020.
The $270.0 million term loan contains customary covenants, including, without limitation, financial covenants generally consistent with those applicable under our revolving credit facility. We were in compliance with all covenants related to the $270.0 million term loan as of October 31, 2021, and we expect to be in compliance with all covenants during fiscal 2022. If we were out of compliance with any covenant required by the $270.0 million term loan following the applicable cure period, our term loan facility, long-term senior notes, debentures, and any amounts outstanding under the revolving credit facility could become due and payable if we were unable to obtain a covenant waiver or refinance our borrowings under the $270.0 million term loan.
$500.0 Million Term Loan Credit Agreement
In March 2019, we entered into a term loan credit agreement with a syndicate of financial institutions for the purpose of partially funding the CMW purchase price and the related fees and expenses incurred in connection with such acquisition. The term loan credit agreement provided for a $200.0 million three-year unsecured senior term loan facility maturing on April 1, 2022 ("$200.0 million term loan") and a $300.0 million five-year unsecured senior term loan facility maturing on April 1, 2024 ("$300.0 million term loan" and collectively with the $200.0 million term loan, the "$500.0 million term loan"). The funds under the $500.0 million term loan were received on the CMW closing date.
As of October 31, 2018,2020, we had $312.5prepaid $100.0 million and $120.0 million of the outstanding principal balances of the $200.0 million term loan and $300.0 million term loan, respectively. Thus, as of October 31, 2020, there was $100.0 million and $180.0 million of outstanding borrowings under the $200.0 million term loan and $300.0 million term loan, respectively. During the second quarter of fiscal 2021, we prepaid $10.0 million of the remaining outstanding borrowings under the $300.0 million term loan. As a result of the execution of the amended credit agreement during the fourth quarter of fiscal 2021, the remaining $100.0 million and $170.0 million outstanding principal balances under the $200.0 million term loan and $300.0 million term loan, respectively, were paid in full. As a result of the prepayment, there were no outstanding borrowings under the $200.0 million three-year unsecured senior term loan facility and $300.0 million five-year unsecured senior term loan facility, respectively, as of October 31, 2021.
Interest was previously calculated on outstanding borrowings under the $500.0 million term loan by utilizing a variable rate generally based on LIBOR or an alternative variable rate, based on the highest of the Bank of America prime rate, the federal funds rate, or a rate generally based on LIBOR, in each case subject to an additional basis point spread as
defined in the $500.0 million term loan. Interest was payable quarterly in arrears. During the fiscal years ended October 31, 2021 and 2020, we incurred $3.1 million and $5.2 million, respectively, of interest expense on the outstanding borrowings of the $500.0 million term loan.
$190.0 Million Term Loan Credit Agreement
On March 30, 2020, we entered into a $190.0 million term loan credit agreement ("$190.0 million term loan") with certain financial institutions for the purpose of refinancing certain of our outstanding borrowings incurred in connection with the acquisition of Venture Products on March 2, 2020, as well as a precautionary measure to increase our liquidity and preserve financial flexibility in light of the uncertainty in the global financial and commercial markets as a result of COVID-19. The $190.0 million term loan provided for a $190.0 million three-year unsecured senior term loan facility maturing on June 19, 2023.
As of October 31, 2020, we had prepaid $100.0 million of the outstanding principal balance of the $190.0 million term loan, resulting in a remaining outstanding principal balance of $90.0 million. During the first quarter of fiscal 2021, we prepaid the remaining $90.0 million outstanding principal balance under the $190.0 million term loan. As a result of the prepayment, there were no outstanding borrowings under the $190.0 million term loan as of October 31, 2021.
Interest was previously calculated on outstanding borrowings under the $190.0 million term loan by utilizing a variable rate based on LIBOR or an alternative variable rate with a minimum rate of 0.75 percent, subject to an additional basis point spread as defined in the term loan credit agreement. Interest was payable quarterly in arrears. For the fiscal years ended October 31, 2021 and 2020 we incurred interest expense of approximately $0.3 million and $2.4 million, respectively, on the outstanding borrowings under the $190.0 million term loan.
3.81% Series A and 3.91% Series B Senior Notes
On April 30, 2019, we entered into a private placement note purchase agreement with certain purchasers ("holders") pursuant to which we agreed to issue and sell an aggregate principal amount of $100.0 million of 3.81% Series A Senior Notes due June 15, 2029 ("Series A Senior Notes") and $100.0 million of 3.91% Series B Senior Notes due June 15, 2031 ("Series B Senior Notes" and together with the Series A Senior Notes, the "Senior Notes"). On June 27, 2019, we issued $100.0 million of the Series A Senior Notes and $100.0 million of the Series B Senior Notes pursuant to the private placement note purchase agreement. The Senior Notes are our unsecured senior obligations.
No principal is due on the Senior Notes prior to their stated due dates. We have the right to prepay all or a portion of either series of the Senior Notes in amounts equal to not less than 10.0 percent of the principal amount of the Senior Notes then outstanding upon notice to the holders of the series of Senior Notes being prepaid for 100.0 percent of the principal amount prepaid, plus a make-whole premium, as set forth in
the private placement note purchase agreement, plus accrued and unpaid interest, if any, to the date of prepayment. In addition, at any time on or after the date that is 90 days prior to the maturity date of the respective series, we have the right to prepay all of the outstanding Senior Note of such series for 100.0 percent of the principal amount so prepaid, plus accrued and unpaid interest, if any, to the date of prepayment. Upon the occurrence of certain change of control events, we are required to offer to prepay all Senior Notes for the principal amount thereof plus accrued and unpaid interest, if any, to the date of prepayment.
Interest on the Senior Notes is payable semiannually on the 15th day of June and December in each year. For each of the fiscal years ended October 31, 2021 and 2020, we incurred interest expense on the Senior Notes of $7.7 million.
Our private placement note purchase agreement contains customary representations and warranties, as well as certain customary covenants, including, without limitation, financial covenants, such as the maintenance of minimum interest coverage and maximum leverage ratios, and other covenants, which, among other things, provide limitations on transactions with affiliates, mergers, consolidations and sales of assets, liens and priority debt. Under the private placement note purchase agreement, we are not limited in the amount for payments of cash dividends and common stock repurchases as long as, both before and after giving pro forma effect to such payments, our leverage ratio from the previous quarter compliance certificate is less than or equal to 3.5 (or, at our option (which we may exercise twice during the term of the facility) after certain acquisitions with aggregate consideration in excess of $75.0 million, for the first four quarters following the exercise of such option, is less than or equal to 4.0), provided that immediately after giving effect of any such proposed action, no default or event of default would exist. As of October 31, 2021, we were not limited in the amount for payments of cash dividends and common stock repurchases. We were in compliance with all covenants related to the private placement note purchase agreement as of October 31, 2021 and we expect to be in compliance with all covenants during fiscal 2022. If we were out of compliance with any covenant required by this private placement note purchase agreement following the applicable cure period, our term loan facility, long-term senior notes, debentures, and any amounts outstanding under the revolving credit facility would become due and payable if we were unable to obtain a covenant waiver or refinance our borrowings under our private placement note purchase agreement.
7.8% Debentures
In June 1997, we issued $175.0 million of debt that includessecurities consisting of $75.0 million of 7.125 percent coupon 10-year notes and $100.0 million of 7.8 percent coupon 30-year debentures. The $75.0 million of 7.125 percent coupon 10-year notes were repaid at maturity during fiscal 2007. In connection with the issuance of $175.0 million in long-term debt securities, we paid $23.7 million to terminate three
forward-starting interest rate swap agreements with notional amounts totaling $125.0 million. These swap agreements had been entered into to reduce exposure to interest rate risk prior to the issuance of the new long-term debt securities. As of the inception of one of the swap agreements, we had received payments that were recorded as deferred income to be recognized as an adjustment to interest expense over the term of the new debt securities. As of the date the swaps were terminated, this deferred income totaled $18.7 million. The excess termination fees over the deferred income recorded was deferred and is being recognized as an adjustment to interest expense over the term of the debt securities issued. Interest on the debentures dueis payable semiannually on the 15th day of June 15, 2027, $123.9and December in each year. For each of the fiscal years ended October 31, 2021 and 2020, we incurred interest expense of $8.0 million.
6.625% Senior Notes
On April 26, 2007, we issued $125.0 million in aggregate principal amount of 6.625 percent senior notes due May 1, 2037 and $91.0priced at 98.513 percent of par value. The resulting discount of $1.9 million outstanding under our revolving credit facility. These long-term debt amounts were partially offset by debt issuance costs and deferred charges of $2.3 million related to our outstanding long-term debt. Our revolving credit facility is classified as long-term debt within our Consolidated Balance Sheets as we havebeing amortized over the ability to extend the outstanding borrowings under the revolving credit facility for the full-termterm of the facilitynotes using the straight-line method as the results obtained are not materially different from those that would result from the use of the effective interest method. Although the coupon rate of the senior notes is 6.625 percent, the effective interest rate is 6.741 percent after taking into account the issuance discount. The senior notes are our unsecured senior obligations and we currently intend to keeprank equally with our other unsecured and unsubordinated indebtedness. The indentures under which the balance outstanding forsenior notes were issued contain customary covenants and event of default provisions. We may redeem some or all of the senior notes at least twelve months. In additionany 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 $91.0 million outstanding under our revolving credit facility asredemption 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 percent of the principal amount of the senior notes plus accrued and unpaid interest to the date of repurchase. Interest on the senior notes is payable semiannually on the 1st day of May and November in each year. For each of the fiscal years ended October 31, 2018,2021 and 2020, we had $1.5 million outstanding under the sublimit for standby lettersincurred interest expense of credit as of October 31, 2018 and $507.5 million of unutilized availability under our revolving credit facility. In addition, our domestic and non-U.S. operations maintain import letters of credit in the aggregate amount of approximately $13.5$8.4 million. As of October 31, 2018, we had $6.7 million of outstanding import letters of credit.
Capital Structure
The following table details the components of our total capitalizationcapital structure and debt-to-capitalization ratio:ratio (in millions, except percentage data):
| | | (Dollars in millions) | | | | | |
| October 31 | | 2018 | | 2017 | October 31 | | 2021 | | 2020 |
| Long-term debt, including current portion | | $ | 312.5 |
| | $ | 331.9 |
| Long-term debt, including current portion | | $ | 691.2 | | | $ | 791.1 | |
| Stockholders' equity | | $ | 668.9 |
| | $ | 617.1 |
| Stockholders' equity | | $ | 1,151.1 | | | $ | 1,114.8 | |
| Debt-to-capitalization ratio | | 31.8 | % | | 35.0 | % | Debt-to-capitalization ratio | | 37.5 | % | | 41.5 | % |
Our debt-to-capitalization ratio decreased in fiscal 20182021 compared to fiscal 20172020 primarily due to an increase inlower outstanding indebtedness as a result of repayments of outstanding borrowings on our debt arrangements during fiscal 2021, as well as higher stockholders' equity fromin fiscal 2021 compared to fiscal 2020 as a result of higher net earnings, as well as repayments of our long-term debt, partially offset by increased repurchases of our common stock under our Board authorized repurchase program and an increase inincreased cash
dividends paid dividend payments on shares of our common stock in fiscal 2018 as compared to fiscal 2017.stock.
Cash Dividends
In each quarter of fiscal 2018,2021, our Board of Directors declared a common stock cash dividend of $0.20$0.2625 per share, which was a 14.35.0 percent increase over our common stock cash dividend of $0.175$0.25 per share paid each quarter in fiscal 2017.2020. On December 4, 2018,14, 2021, our Board of Directors increased our fiscal 20192022 first quarter common stock cash dividend by 12.514.3 percent to $0.225$0.30 per share from the quarterly common stock cash dividend of $0.2625 per share paid in the first quarter of fiscal 2019.2021. Future common stock cash dividends will depend upon our Financial Condition, Results of Operations, capital requirements, and other factors deemed relevant by our Board of Directors.
Share Repurchases
During fiscal 2018, we continued toOur Board authorized stock repurchase shares of our common stock in the open market, thereby reducing our total shares outstanding. As of October 31, 2018, 2,402,014 shares remained available for repurchase under our Board authorization. Our repurchase program also provides shares for use in connection with our equitystock-based compensation plans. We expect to continue repurchasing shares of our common stock in fiscal 2019, depending upon market conditions.
plans, among other uses, and has no expiration. The following table provides information with respect to repurchases of our common stock during the past threetwo fiscal years:years (in millions, except share and per share data):
| | | | | | | | | | | | | | |
| Fiscal Years Ended October 31 | | 2021 | | 2020 |
| Shares of Board authorized common stock purchased | | 2,989,794 | | | — | |
| Cost to repurchase common stock | | $ | 302.3 | | | $ | — | |
| Average price paid per share | | $ | 101.10 | | | $ | — | |
|
| | | | | | | | | | | | |
| (Dollars in millions, except share and per share data) | | |
| | |
| | |
|
| Fiscal Years Ended October 31 | | 2018 | | 2017 | | 2016 |
| Shares of Board authorized common stock purchased | | 2,579,864 |
| | 2,710,837 |
| | 2,625,913 |
|
| Cost to repurchase common stock | | $ | 160.4 |
| | $ | 159.4 |
| | $ | 110.0 |
|
| Average price paid per share | | $ | 62.19 |
| | $ | 58.78 |
| | $ | 41.88 |
|
On December 4, 2018,In March 2020, we announced our intention to curtail share repurchases as a prudent measure to enhance our liquidity position in response to COVID-19. During fiscal 2021, we resumed repurchasing shares of our common stock, thereby reducing our total shares outstanding. As of October 31, 2021, 4,052,462 shares remained available for repurchase under our Board authorized stock repurchase program. We currently expect to continue share repurchases in fiscal 2022, depending on our cash balance, debt repayments, market conditions, our anticipated working capital needs, and/or other factors.
Customer Financing Arrangements
Wholesale Financing
We are party to a joint venture with TCFIF,TCF Inventory Finance, Inc. ("TCFIF"), a subsidiary of The Huntington National Bank, established as Red Iron, the primary purpose of which is to provide inventory financing to certain distributors and dealers of certain of our products in the U.S. that enables them to carry representative inventories of certain of our products. Under a separate arrangement, TCFCFCagreements between Red Iron and the dealers and distributors, Red Iron provides inventory financingloans to the dealers of our products in Canada.and distributors for the advances paid by Red Iron to us. Under these financing arrangements, 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. Red Iron retains a security interest in the distributors' and dealers' financed inventories and thosesuch inventories are monitored regularly. Financing terms to the distributors and dealers require payment as the equipment, which secures the
indebtedness, is sold to customers or when payment termsotherwise become due under the agreements between these financing entities and the distributors and dealers, whichever occurs first. Rates are generally indexed to LIBOR, or an alternative variable 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. Red IronThe net amount of receivables financed $1,959.7 million of new receivables for dealers and distributors under these financing arrangements during fiscal 2018, of which $446.12021 and 2020 were $2,282.6 million and $1,832.5 million, respectively. The total amount of net receivables were outstanding under this arrangement as of October 31, 2018.
Some independent international dealers continue to finance their products with a third-party financing company. This third-party financing company purchased $29.82021 and 2020 was $420.5 million and $386.8 million, respectively. The total amount of receivables due from Red Iron to us during fiscal 2018, of which $13.0 million was outstanding as of October 31, 2018.2021 and 2020 were $31.0 million and $12.6 million, respectively.
Under a separate agreement, TCF Commercial Finance Canada, Inc. ("TCFCFC") provides inventory financing to dealers of certain of our products in Canada. We also have floor plan financing agreements with other third-party financial institutions to provide floor plan financing to certain dealers and distributors not financed through Red Iron or TCFCFC, which include agreements with third-party financial institutions in the U.S. and internationally. These third-party financial institutions and TCFCFC financed $460.5 million and $410.7 million of receivables for such dealers and distributors during the fiscal years ended October 31, 2021 and 2020, respectively. As of October 31, 2021 and 2020, $151.5 million and $137.6 million, respectively, of receivables financed by the third-party financing companies and TCFCFC, excluding Red Iron, were outstanding.
We enterentered into a limited inventory repurchase agreement with Red Iron and TCFCFC. Under such limited inventory repurchase agreement, we have agreed to repurchase products repossessed by Red Iron and TCFCFC, up to a maximum aggregate amount of $7.5 million in a calendar year.
Additionally, as a result of our floor plan financing agreements with the separate third-party financial institutions, we have also entered into inventory repurchase agreements with third party financing companies and Red Iron for receivables financedthe separate third-party financial institutions. Under such inventory repurchase agreements, we have agreed to repurchase products repossessed by them.the separate third-party financial institutions. As of October 31, 2018,2021 and 2020, we were contingently liable to repurchase up to a maximum amount of $10.5$96.8 million and $128.1 million, respectively, of inventory related to receivables under these inventory repurchase agreements. Our financial exposure under these inventory repurchase agreements is limited to the difference between the amount paid to Red Iron or other third-party financing arrangements.institutions for repurchases of inventory and the amount received upon subsequent resale of the repossessed product. We have repurchased immaterial amounts of inventory from third party financing companies and Red Ironpursuant to such arrangements over the past three fiscal years. However, a decline in retail sales or financial difficulties of our distributors or dealers could cause this situation to change and thereby require us to repurchase financed product, up to but not exceeding our limited obligation, which could have an adverse effect on our operating results.Results of Operations, Financial Position, or Cash Flows.
We continue to provide financing in the form of open account terms directly to home centers and mass retailers;retailers, general line irrigation dealers;dealers, certain domestic and international distributors and dealers other than the Canadian distributors and dealers to whom Red Iron providesor other third-party financing arrangements;institutions provide financing arrangements, ag-irrigation dealers and distributors;distributors, government customers;customers, and rental companies.
End-User Financing
We have agreements with third partythird-party financing companies to provide lease-financingfinancing options to golf course and sports fields and grounds equipment customers inend-customers throughout the U.S., Australia, and select countries in Europe.world. The purpose of these agreements is to provide end-users of our products alternative financing options when purchasing our products. We have no material contingent liabilities for residual value or credit collection risk under these agreements with third partythird-party financing companies.
From time to time, we enter into agreements where we provide recourse to third-party finance companies in the event of default by the customer for leasefinancing payments to the third-party finance company. We may recover a portion of any required recourse payments incurred under these agreements from repossession and resale of the equipment collateralizing the receivables. Our maximum exposure for credit collection under those arrangements as of October 31, 20182021 and 2020 was $6.7 million.$11.4 million and $12.5 million, respectively.
Termination or any material change to the terms of our end-user 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 adverse impact on our future operating results.
Distributor Financing47
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 facilitation of ownership transitions. As of October 31, 2018, we had outstanding notes receivable in the amount of $0.8 million, which is included in other current and long-term assets on our Consolidated Balance Sheets.
Contractual Obligations
We are obligated to make future payments under various existing contracts, such as debt agreements, operating lease agreements, unconditional purchase obligations, and other long-term obligations. The following table summarizes our contractual obligations as of October 31, 2018:
|
| | | | | | | | | | | | | | | | | | | | |
| (Dollars in thousands) | | Payments Due by Period |
Contractual Obligations | | Less Than 1 Year | | 1-3 Years | | 3-5 Years | | More than 5 Years | | Total |
Long-term debt1 | | $ | — |
| | $ | — |
| | $ | 91,000 |
| | $ | 225,000 |
| | $ | 316,000 |
|
Interest payments2 | | 19,157 |
| | 38,313 |
| | 37,288 |
| | 141,737 |
| | 236,495 |
|
Deemed repatriation tax payments3 | | 1,179 |
| | 2,130 |
| | 2,130 |
| | 7,989 |
| | 13,428 |
|
Deferred compensation arrangements4 | | 547 |
| | — |
| | — |
| | — |
| | 547 |
|
Purchase obligations5 | | 9,660 |
| | — |
| | — |
| | — |
| | 9,660 |
|
Operating leases6 | | 16,165 |
| | 24,752 |
| | 17,271 |
| | 21,086 |
| | 79,274 |
|
Other7 | | 10,003 |
| | 6,999 |
| | 3,837 |
| | — |
| | 20,839 |
|
| Total | | $ | 56,711 |
| | $ | 72,194 |
| | $ | 151,526 |
| | $ | 395,812 |
| | $ | 676,243 |
|
| |
1
| Principal payments in accordance with our credit facilities and long-term debt agreements. |
| |
2
| Interest payments for outstanding long-term debt obligations. Interest on variable rate debt was calculated using the interest rate as of October 31, 2018. |
| |
3
| The Tax Act imposed a one-time deemed repatriation tax on our historical undistributed earnings and profits of foreign affiliates, payable over eight years. |
| |
4
| The unfunded deferred compensation arrangements, covering certain current and retired management employees, consist 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. |
| |
5
| Purchase obligations represent contracts or commitments for the purchase of raw materials. |
| |
6
| Operating lease obligations do not include payments to property owners covering real estate taxes and common area maintenance. |
| |
7
| Payment obligations in connection with the renovation and expansion of our manufacturing facility located at Tomah, Wisconsin and corporate information technology payment obligations, as well as other miscellaneous contractual obligations. |
In addition to the contractual obligations described in the preceding table, we may be obligated for additional net cash
outflows related to $2.2 million of unrecognized tax benefits, including interest and penalties. The payment and timing of any such payments is affected by the ultimate resolution of the tax years that are under audit or remain subject to examination by the relevant taxing authorities.
Off-Balance Sheet Arrangements
We have off-balance sheet arrangements relating to our operating lease agreements for certain property, plant, or equipment assets utilized in the normal course of business, such as buildings for manufacturing facilities, office space, distribution centers, and warehouse facilities; land for product testing sites; machinery and equipment for research and development activities, manufacturing and assembly processes, and administrative tasks; and vehicles for sales, marketing and distribution activities. Refer to the section titled "Contractual Obligations" within this MD&A for our future payment obligations under our operating lease agreements.
We also have off-balance sheet arrangements with Red Iron, our joint venture with TCFIF, and TCFCFC in which inventory receivables for certain dealers and distributors are financed by Red Iron or TCFCFC. More information regarding the terms and our arrangements with Red Iron and TCFCFC are disclosed herein under Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 3 of the Notes to Consolidated Financial Statements included in Item 8, "Financial Statements and Supplementary Data."
Additionally, we use letters of credit and surety bonds in the ordinary course of business to ensure the performance of contractual obligations, as required under certain contracts. As of October 31, 2018, we had $8.2 million in outstanding letters of credit issued, which include amounts outstanding on our standby letter of credit under our revolving credit facility and import letters of credit. As of October 31, 2018, we did not have an outstanding balance on our surety bonds.
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 costs. 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 Risk," and Note 13 of the Notes to Consolidated Financial Statements.
Inflation
We are subject to the effects of inflation, deflation, and changing prices. During fiscal 2018, the average cost of commodities and components purchased were higher compared to the average cost of commodities and components in fiscal 2017. We strategically work to mitigate the impact of inflation on the cost of commodities and components that affect our product lines; however, we anticipate that the average cost for commodities and components will be higher in fiscal 2019, as compared to fiscal 2018. Historically, we have mitigated, and we currently
expect that we would mitigate, any commodity and component cost increases, in part, by collaborating with suppliers, reviewing alternative sourcing options, substituting materials, utilizing Lean methods, engaging in internal cost reduction efforts, and increasing prices on some of our products, all as appropriate.
NON-GAAP FINANCIAL MEASURES
We have provided non-GAAP financial measures, which are not calculated or presented in accordance with U.S. GAAP, as information supplemental and in addition to the most directly comparable financial measures presented in this Annual Report on Form 10-K that are calculated and presented in accordance with U.S. GAAP. SuchWe use these non-GAAP financial measures in making operating decisions and assessing liquidity because we believe they provide meaningful supplemental information regarding our core operational performance and cash flows, as a measure of our liquidity, and provide us with a better understanding of how to allocate resources to both ongoing and prospective business initiatives. Additionally, these non-GAAP financial measures facilitate our internal comparisons to both our historical operating results and to our competitors' operating results by factoring out potential differences caused by charges and benefits not related to our regular, ongoing business, including, without limitation, certain non-cash, large, and/or unpredictable charges and benefits; acquisitions and dispositions; legal judgments, settlements, or other matters; and tax positions.
We believe that these non-GAAP financial measures, when considered in conjunction with our Consolidated Financial Statements prepared in accordance with U.S. GAAP, provide investors with useful supplemental financial information to better understand our core operational performance and cash flows. These non-GAAP financial measures should not be considered superior to, as a substitute for, or as an alternative to, and should be considered in conjunction with, the most directly comparable U.S. GAAP financial measures. The non-GAAP financial measures may differ from similar measures used by other companies.
Reconciliation of Non-GAAP Financial Performance Measures
The following table provides reconciliationsa reconciliation of financial performance measures calculated and reported in accordance with U.S. GAAP as well as adjustedto the most directly comparable non-GAAP financial performance measures for the fiscal years ended October 31, 20182021 and 2020 (In thousands, except per share and percentage data):
| | | | | | | | | | | | | | |
| Fiscal Years Ended | | October 31, 2021 | | October 31, 2020 |
| Gross profit | | $ | 1,338,492 | | | $ | 1,189,774 | |
Acquisition-related costs2 | | — | | | 3,950 | |
Management actions3 | | — | | | 857 | |
| Non-GAAP gross profit | | $ | 1,338,492 | | | $ | 1,194,581 | |
| | | | |
| Gross margin | | 33.8 | % | | 35.2 | % |
Acquisition-related costs2 | | — | % | | 0.2 | % |
| | | | |
| Non-GAAP gross margin | | 33.8 | % | | 35.4 | % |
| | | | |
| Operating earnings | | $ | 518,280 | | | $ | 426,357 | |
Litigation settlements, net1 | | (11,325) | | | — | |
Acquisition-related costs2 | | — | | | 6,183 | |
Management actions3 | | — | | | 857 | |
| Non-GAAP operating earnings | | $ | 506,955 | | | $ | 433,397 | |
| | | | |
| Earnings before income taxes | | $ | 499,818 | | | $ | 407,070 | |
Litigation settlements, net1 | | (11,325) | | | — | |
Acquisition-related costs2 | | — | | | 6,183 | |
Management actions3 | | — | | | 857 | |
| Non-GAAP earnings before income taxes | | $ | 488,493 | | | $ | 414,110 | |
| | | | |
| Net earnings | | $ | 409,880 | | | $ | 329,701 | |
Litigation settlements, net1 | | (9,022) | | | — | |
Acquisition-related costs2 | | — | | | 5,021 | |
Management actions3 | | — | | | 677 | |
Tax impact of stock-based compensation4 | | (8,185) | | | (7,652) | |
| Non-GAAP net earnings | | $ | 392,673 | | | $ | 327,747 | |
| | | | |
| Net earnings per diluted share | | $ | 3.78 | | | $ | 3.03 | |
Litigation settlements, net1 | | (0.08) | | | — | |
Acquisition-related costs2 | | — | | | 0.05 | |
Management actions3 | | — | | | 0.01 | |
Tax impact of stock-based compensation4 | | (0.08) | | | (0.07) | |
| Non-GAAP net earnings per diluted share | | $ | 3.62 | | | $ | 3.02 | |
| | | | |
| Effective tax rate | | 18.0 | % | | 19.0 | % |
| | | | |
| | | | |
| | | | |
Tax impact of stock-based compensation4 | | 1.6 | % | | 1.9 | % |
| Non-GAAP effective tax rate | | 19.6 | % | | 20.9 | % |
1 On November 19, 2020, Exmark Manufacturing Company Incorporated ("Exmark"), a wholly-owned subsidiary of TTC, and Briggs & Stratton Corporation ("BGG") entered into a settlement agreement ("Settlement Agreement") relating to the decade-long patent infringement litigation that Exmark originally filed in May 2010 against Briggs & Stratton Power Products Group, LLC ("BSPPG"), a former wholly-owned subsidiary of BGG (Case No. 8:10CV187, U.S. District Court for the District of Nebraska) (the "Infringement Action"). The Settlement Agreement provided, among other things, that upon approval by the bankruptcy court, and such
approval becoming final and nonappealable, BGG agreed to pay Exmark $33.65 million ("Settlement Amount"). During January 2021, the first quarter of fiscal 2021, the Settlement Amount was received by Exmark in connection with the settlement of the Infringement Action and at such time, the underlying events and contingencies associated with the gain contingency related to the Infringement Action were satisfied. As such, we recognized in selling, general and administrative expense within the Consolidated Statements of Earnings during the first quarter of fiscal 2021 (i) the gain associated with the Infringement Action and (ii) a corresponding expense related to the contingent fee arrangement with our external legal counsel customary in patent infringement cases equal to approximately 50 percent of the Settlement Amount. Additionally, during the third quarter of fiscal 2021, we recorded a charge related to a legal settlement for a series of ongoing patent infringement disputes within selling, general and administrative expense in the Consolidated Statements of Earnings. Accordingly, litigation settlements, net represent the net amount recorded for the settlement of the Infringement Action and the charge incurred for the settlement of the patent infringement disputes. Refer to the headings titled "Litigation" and "Litigation Settlement" within Note 12, Commitments and Contingencies, of the Notes to Consolidated Financial Statements for additional information regarding the settlement of the Infringement Action.
2 On March 2, 2020, we completed the acquisition of Venture Products and on April 1, 2019, we completed the acquisition of CMW. Acquisition-related costs for the fiscal year ended October 31, 2020 represent transaction costs incurred for our acquisition of Venture Products, as well as integration costs and charges incurred for the take-down of the inventory fair value step-up amounts resulting from purchase accounting adjustments related to the acquisitions of Venture Products and CMW. No acquisition-related costs were incurred for the fiscal year ended October 31, 2021. For additional information regarding these acquisitions, refer to Note 2, Business Combinations and Asset Acquisitions, of the Notes to Consolidated Financial Statements.
3 During the third quarter of fiscal 2019, we announced the Toro underground wind down. Management actions for the fiscal year ended October 31, 2020 represent inventory write-down charges incurred for the Toro underground wind down. No charges were incurred for the Toro underground wind down for the fiscal year ended October 31, 2021. Refer to Note 7, Management Actions, of the Notes to Consolidated Financial Statements for additional information regarding these management actions.
4 The accounting standards codification guidance governing employee stock-based compensation requires that any excess tax deduction for stock-based compensation be immediately recorded within income tax expense. Employee stock-based compensation activity, including the exercise of stock options under The Toro Company Amended and Restated 2010 Equity and Incentive Plan, can be unpredictable and can significantly impact our net earnings, net earnings per diluted share, and effective tax rate. These amounts represent the discrete tax benefits recorded as excess tax deductions for stock-based compensation during the fiscal years ended October 31, 2021 and 2020.
Reconciliation of Non-GAAP Liquidity Measures
We define non-GAAP free cash flow as net cash provided by operating activities less purchases of property, plant and equipment. Non-GAAP free cash flow conversion percentage represents non-GAAP free cash flow as a percentage of net earnings. We consider non-GAAP free cash flow and non-GAAP free cash flow conversion percentage to be liquidity measures that provide useful information to management and investors about our ability to convert net earnings into cash
resources that can be used to pursue opportunities to enhance shareholder value, fund ongoing and prospective business initiatives, and strengthen our Consolidated Balance Sheets, after reinvesting in necessary capital expenditures required to maintain and grow our business. The following table provides a reconciliation of net cash provided by operating activities, the most directly comparable GAAP financial measure, to non-GAAP free cash flow for the fiscal years ended October 31, 2021 and October 31, 2017. We believe these measures may be useful in performing meaningful comparisons of past and present operating results, to understand the performance of our ongoing operations, and how management views the business. Our net earnings, diluted EPS, and effective tax rate for fiscal year 2016 were not impacted by the effects of U.S. Tax Reform or ASU No. 2016-09, Stock-based Compensation: Improvements to Employee Share-based Payment Accounting, and accordingly, have not been adjusted within the following table.2020 (In thousands, except percentage data):
| | | | | | | | | | | | | | |
| Fiscal Years Ended | | October 31, 2021 | | October 31, 2020 |
| Net cash provided by operating activities | | $ | 555,469 | | | $ | 539,374 | |
| Less: Purchases of property, plant and equipment | | 104,012 | | | 78,068 | |
| Non-GAAP free cash flow | | 451,457 | | | 461,306 | |
| Net earnings | | $ | 409,880 | | | $ | 329,701 | |
| Non-GAAP free cash flow percentage | | 110.1 | % | | 139.9 | % |
The following is a reconciliation of our net earnings, diluted EPS, and effective tax rate to our adjusted net earnings, adjusted diluted EPS, and adjusted effective tax rate:
|
| | | | | | | | | | | | | | | | | | | | | | |
| (Dollars in thousands) | | Net Earnings | | Diluted EPS | | Effective Tax Rate |
| Fiscal Year Ended | | October 31, 2018 | | October 31, 2017 | | October 31, 2018 | | October 31, 2017 | | October 31, 2018 | | October 31, 2017 |
| As Reported - GAAP | | $ | 271,939 |
| | $ | 267,717 |
| | $ | 2.50 |
| | $ | 2.41 |
| | 27.0 | % | | 24.2 | % |
Impacts of tax reform1: | | | | | | | | | | | | |
Net deferred tax asset revaluation2 | | 19,274 |
| | — |
| | 0.18 |
| | — |
| | (5.2 | )% | | — | % |
Deemed repatriation tax3 | | 13,428 |
| | — |
| | 0.12 |
| | — |
| | (3.6 | )% | | — | % |
Benefit of the excess tax deduction for share-based compensation4 | | (14,555 | ) | | (19,720 | ) | | (0.13 | ) | | (0.18 | ) | | 3.9 | % | | 5.6 | % |
| As Adjusted - Non-GAAP | | $ | 290,086 |
| | $ | 247,997 |
| | $ | 2.67 |
| | $ | 2.23 |
| | 22.1 | % | | 29.8 | % |
| |
1
| The actual impact of U.S. tax reform may differ from our estimates, due to, among other things, changes in interpretations and assumptions we have made, guidance that may be issued, and changes in our structure or business model. |
| |
2
| Signed into law on December 22, 2017, the Tax Act reduced the U.S. federal corporate tax rate from 35.0 percent to 21.0 percent, effective January 1, 2018, resulting in a blended U.S. federal statutory tax rate of 23.3 percent for the fiscal year ended October 31, 2018. This reduction in rate requires the re-measurement of our net deferred taxes as of the date of enactment, which resulted in non-cash charge of $19.3 million during fiscal 2018. |
| |
3
| The Tax Act imposed a one-time deemed repatriation tax on our historical undistributed earnings and profits of foreign affiliates which resulted in a charge of $13.4 million during fiscal 2018, payable over eight years. |
| |
4
| In the first quarter of fiscal 2017, we adopted ASU No. 2016-09, Stock-based Compensation: Improvements to Employee Share-based Payment Accounting, which requires that any excess tax deduction for share-based compensation be immediately recorded within income tax expense. We recorded discrete tax benefits of $14.6 million and $19.7 million as excess tax deductions for share-based compensation during fiscal years 2018 and 2017, respectively. The Tax Act reduced the U.S. federal corporate tax rate, which reduced the tax benefit related to share-based compensation by $6.1 million for fiscal 2018.
|
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
In preparing our Consolidated Financial Statements in conformity with U.S. GAAP, 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 judgmentsjudgment based on our understanding and analysis of the relevant circumstances, historical experience, and actuarial valuations. Actualand other independent external third-party specialist valuations, when applicable. As a result, 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 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 and susceptible to change at the time the accounting estimate is made and (ii) different estimates reasonably could have been used orand (ii) changes in the estimate that are reasonably likely to occur from period to period may have a material impact on the presentation of our financial condition, changes in financial condition,Financial Condition or resultsResults of operations.Operations. Our critical accounting policies and estimates include the following:
Warranty ReserveSales Promotions and Incentives
Warranty coverageWe recognize revenues based on the transaction price of the good or service sold to our productscustomers, which is generallymeasured as the amount of consideration we expect to receive in exchange for specified periodstransferring product or rendering services pursuant to the terms of time and on select products' hours of usage, and generally covers parts, labor, and other expenses for non-maintenance repairs. Warranty coverage generally does not cover operator abuse or improper use. At the time of sale, we accruecontract with a warranty reserve by product line for estimated costs in connection with future warranty claims. We also establish reserves for major rework campaigns.customer. The amount of our warranty reserves is based primarily onconsideration we receive and the revenue we recognize varies
with changes in the variable consideration associated with the estimated numberexpense 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 adequacycertain of our warranty reserves based on changes in these factorssales promotions 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 number and value of warranty claims can vary due to such factors as performance of new products, significant manufacturing or design defects not discovered until after the product is deliveredincentives programs offered to customers product failure rates, and higher or lower than expected service costs for a repair. We believe that analysisare determined to represent price concessions. The estimated expense 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 foreach sales promotion and incentive costs that areprogram is classified and recorded as a reduction from gross sales or as a component of SG&A expense.selling, general and administrative expense within the Consolidated Statements of Earnings when revenue is recognized, depending on the nature of the respective program. Generally, the cost of a program is recorded as a reduction from gross sales when revenue is recognized and thus is considered to be variable consideration if the expense is determined to represent a price concession because the program either: (i) results in an immediate reduction of the transaction price with no anticipated future costs or consideration to be provided to the customer or (ii) we anticipate a future cost based on historical or expected future business practice for which we do not receive a distinct good or service in exchange for the future consideration provided to the customer under the program. In other circumstances, the anticipated future cost of a program based on historical or expected future business practice is recorded as selling, general and administrative expense because we receive a distinct good or service in exchange for the future consideration provided to the customer under the program.
Examples of significant sales promotions and incentive programs in whichthat are considered to be variable consideration because the related expensecost of the program is classified as a reduction from gross sales are as follows:
•Off-Invoice Discounts: Our costs for off-invoice discounts represent aan immediate reduction in the selling price of our products giventhat is realized at the time of sale.
sale with no anticipated future cost or consideration provided to the customer.•Rebate Programs: Our rebate programs are generally based on claims submitted from either our direct customers or end-users of our products or are based on our purchase or retail sales goals for our direct customers of certain quantities or mixes of product during a specified time period, depending upon the program. The amount of the rebate varies based on the specific program and is either a dollar amount or a percentage of the purchase price and can also be based on actual retail price as compared to our selling price.
Incentive Discounts: Our costs Consideration is typically provided to our customers for incentive discountour rebate programs areafter the initial sale of our products to our direct customers and thus, there is generally an anticipated future cost at the time revenue is recognized based on our customers’ purchase or retail sales goals of certain quantities or mixes of product during a specified time period, which are tracked on an annual or quarterly basis depending on the program.
historical and expected future business practice.•Financing Programs: Our costs for financing programs namelyconsist of wholesale floor planningplan financing with Red Iron and separate third-party financial institutions and end-user retail financing. Costs incurred for wholesale floor plan financing programs represent financing costs associated with programs under which we payshare the expense of financing distributor and dealer inventories through third-party financing arrangements for a portion specific period
of time. This charge represents interest for a pre-established length of time based on a predefined rate from the interest costcontract between the company and Red Iron or the separate third-party financial institution to finance distributor and dealer inventories through third party financing arrangements for a specific period of time. Retailinventory purchases. End-user retail financing is similar to floor planning with the difference being that retail financing programs are offered to end-user customers under which we, at our discretion, may pay a portion of interest costs on behalf of end-users for financing purchases of our equipment.
Commissions Paid to Home Center Customers: We pay commissions to home center customers as an off-invoice discount. These commissions do not represent any selling effort by the home center customer but rather is a discount from the selling price of the product.
Examples of significant sales promotions and incentive programs in whichthat are not considered to be variable consideration because the related expensecost of the program is classified as a component of selling, general, and administrative expense are as follows:
•Commissions Paid to Distributors and Dealers: For certain products, we use a distribution network of dealersdistributors and distributorsdealers that purchase and take possession of products for sale to the end customer. In addition, weWe also have dealers and distributors that act as sales agents for us on certain products using a direct-selling type model. Under this direct-selling type model, our network of distributors and dealers facilitates a sale directly to the dealer or end-user customer on our behalf. Commissions to distributors and dealers in these instances represent commission payments to sales agents that are also our customers.
•Cooperative Advertising: Cooperative advertising programs are based on advertising costs incurred by distributors and dealers for promoting our products. We support a portion of those advertising costs in which claims are submitted by the distributor or dealer along with evidence of the advertising material procured/produced and evidence of the cost incurred in the form of third partythird-party invoices or receipts.
The estimates forRegardless of classification of the cost of the sales promotion and incentive costs areprogram within the Consolidated Statements of Earnings, we record an accrual within the Consolidated Balance Sheets for the estimated future expense of certain of our sales promotion and incentive programs for which we anticipate a future cost based on historical or expected future business practice by using the expected value method and applying the portfolio approach practical expedient under the accounting standards codification guidance for revenue from contracts with customers. Under such approach, our determination of variable consideration associated with the estimated expense of certain of our sales promotions and incentives programs is primarily based on the terms of the sales arrangements and sales promotion and incentive programs with customers, historical payment and rebate claims experience, field inventory levels, volume purchases,quantity or mix of products purchased, forecasted sales volumes, types of programs offered, 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 reduceacceptance of sales promotion and incentive accrualsprograms offered in the future or if customer usagechanges in other relevant trends.
Of our sales promotion and incentive programs that are considered to be variable consideration, our off-invoice discounts and financing programs are less subject to complex judgment or estimates as compared to our rebate programs, which are subject to a more significant level of estimation uncertainty as they require inputs and assumptions that are more susceptible to change or subjectivity. Specifically, our rebate programs are primarily sensitive to fluctuations in historical payment and rebate claims experience as compared to actual realized payment and rebate claims, field inventory levels, vary from historical trends. and forecasted wholesale and retail sales volumes and the quantity or mix of products.
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. As of October 31, 2021, we had recorded an accrual for sales promotion and incentive programs of $103.7 million within the Consolidated Balance Sheets. We believe that our accrual for sales promotion and incentive programs is adequate as of October 31, 2021 and historically has been adequate; however, due to the inherent uncertainty in the accrual estimation process, actual results may differ from these estimates if competitive factors dictate the need to enhance, modify, or reduce sales promotion and incentive programs or if customer usage, product mix, and field inventory levels vary from historical trends.
Goodwill and Indefinite-Lived Intangible Assets
Goodwill is initially recognized as a result of the excess of purchase consideration transferred over the estimated fair value of the net assets acquired in a business combination and indefinite-lived intangible assets are initially recognized at their estimated fair values as a result of a business combination or asset acquisition. As of October 31, 2021, our goodwill and indefinite-lived intangible asset balances, which consist of certain trade names, were $421.7 million and $190.6 million, respectively. Goodwill and indefinite-lived intangible assets are not amortized, but are tested at least annually for impairment and wheneverduring the fourth quarter of our fiscal year unless events or changes in circumstances indicate that impairment may have occurred.occurred prior to our annual assessment. We test goodwill for impairment at the reporting unit level and test indefinite-lived intangible assets for impairment at the individual indefinite-lived intangible asset or asset group level, as appropriate. A reporting unit is an operating segment or, under certain circumstances, a component of an operating segment that constitutes a business, has available discrete financial information, and whose operating results are regularly reviewed by management. We combine and aggregate components of an operating segment as a single reporting unit if the components have similar economic characteristics. Our 11 reporting units are the same as our 11 operating segments as defined in Note 3, Segment Data, of the Notes to Consolidated Financial Statements. Eight of our reporting units contain goodwill on their respective balance sheets as of October 31, 2021.
Our impairment testing for goodwill is performed separately from our impairment testing of indefinite-lived intangible assets; however, for both types of assets butwe may elect to first perform a qualitative assessment to determine whether changes in events or circumstances since our most recent quantitative test for impairment indicate that it is more likely than not that the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset, or asset group, is less than its respective carrying amount. For both types of assets, we have an unconditional option to bypass the qualitative assessment for any reporting unit or indefinite-lived intangible asset, or asset group, and proceed directly to performing the respective quantitative analysis. If elected, in conducting the initial qualitative assessment, we analyze our most recent estimates of the fair value of each reporting unit and indefinite-lived intangible asset, or asset group, by assessing actual and projected growth trends for operating results, as well as historical operating results versus planned performance. Additionally, each reporting unit and indefinite-lived intangible asset, or asset group, is assessed for critical areas that may impact its business or brand and operating performance, including macroeconomic conditions, industry and market considerations, cost factors such as commodities and component parts and labor, changes in competition and technology such as new or discontinued products, changes in management or key personnel and business or brand strategy, market-related exposures such as fluctuations in our company's market capitalization and share price, and/or any other potential risks to operating performance, such as regulatory and environmental changes or otherwise, all as applicable. We also assess for changes in the composition or carrying value of a reporting unit's net assets. All assumptions and estimates used in the qualitative assessment require significant judgment. If, after evaluating the weight of the changes in events and circumstances, both positive and negative, we conclude that an impairment of goodwill or an indefinite-lived intangible asset, or asset group, may exist, a quantitative test for impairment is performed. During fiscal 2021, we elected to bypass the qualitative assessment for all of our reporting units and indefinite-lived intangible assets, or asset groups, and proceed directly to performing the respective quantitative analyses.
If performed due to identified impairment indicators under the qualitative assessment or our election to bypass the qualitative assessment and move directly to the quantitative analysis, the quantitative impairment analysis for both goodwill and indefinite-lived intangibles assets is conducted under the income approach is utilized for both to determine fair value when a quantitative analysis is required.approach. Under the income approach, we calculate the fair value of our reporting units and indefinite-lived intangible assets using the present value of future cash flows. Assumptions utilized in determining fair value under the income approach, such as forecasted operating results, terminal growth rates, and weighted-average cost of capital ("WACC"), or discount rates, are consistent with internal projections and operating plans. Materially different assumptions regarding future performance of our businesses and brands, terminal growth rates, and/or a different WACC or discount
rate could result in impairment losses.losses and such losses could be material.
Individual indefinite-lived intangible assets, or asset groups, are tested for impairment by comparingDuring the carrying amountsfourth quarter of the respective asset, or asset group, to its estimated fair value. Our estimate of the fair value for an indefinite-lived intangible asset, or asset group, uses projected revenues fromfiscal 2021, we performed our forecasting process, assumed royalty rates, and a discount rate. If the fair value of the indefinite-lived intangible asset, or asset group, is less than its carrying value, an impairment loss is recognized in an amount equal to the excess.
In conducting our goodwill impairment test, we may elect to first perform a qualitative assessment to determine whether changes in events or circumstances since our most recent quantitative test for goodwill impairment indicate that it is more likely than not that the fair value of a reporting unit is less than
its carrying amount. However, we have an unconditional option to bypass the qualitative assessment for any reporting unit and proceed directly to performing the quantitative analysis. If elected, in conducting the initial qualitative assessment, we analyze actual and projected growth trends for net sales, gross margin, and earnings for each reporting unit, as well as historical versus planned performance. Additionally, each reporting unit is assessed for critical areas that may impact its business, including macroeconomic conditions, market-related exposures, competitive changes, new or discontinued products, changes in key personnel, or any other potential risks to projected financial results. All assumptions used in the qualitative assessment require significant judgment. If, after evaluating the weight of the changes in events and circumstances, both positive and negative, we conclude that an impairment may exist, a quantitative test for goodwill impairment is performed.
If performed due to identified impairment indicators under the qualitative assessment, the duration of time since the most recentannual quantitative goodwill impairment test, or our election to bypass the qualitative assessment and move directly to the quantitative analysis, the quantitative goodwill impairment testwhich is a one-step process. In performing the quantitative analysis, we compare the carrying value of a reporting unit, including goodwill, to its fair value. The carrying amount of each reporting unit is determined based on the amount of equity required for the reporting unit's activities, considering the specific assets and liabilities of the reporting unit. We do not assign corporate assets and liabilities to reporting units that do not relate to the operations of the reporting unit or are not considered in determining the fair value of the reporting unit.
Our estimate of the fair value of our reporting units utilizesunder the income approach requires the use of significant judgment regarding the selection of various inputs and assumptions, including projected operating results and growth rates from our forecasting process, applicable tax rates, estimated capital expenditures and depreciation, estimated changes in working capital, terminal growth rates applied to projected operating results in the terminal period, and a WACC rate. These inputs and assumptions, which are independently determined and vary for each reporting unit, are based on historical experience, our projections of future operating results and contemplate current and future business, industry, and economic conditions, as well as relevant observable market inputs and consideration of risk regarding future performance for purposes of determining the WACC and terminal growth rates. The WACC rate selected is commensurate with the risks and uncertainty inherent in the respective reporting unit and in our projected operating results and is calculated based on weighted average returns on debt and equity from guideline public companies. Therefore, changes in the market that are beyond our control and that impact our guideline public companies may have an adverse effect on our future calculations of the estimated fair values of our reporting units. Terminal growth rates are generally determined based on economic and industry growth expectations, while also considering the lifecycle stage of each respective reporting unit. Where available, and as appropriate, comparable EBITDA and revenue multiples are derived from the market prices of stocks of guideline public companies and are used to assist in developing an estimated business enterprise value of our reporting units under the market approach to corroborate our determination of the estimated fair values of our reporting units under the income approach. Identifying appropriate guideline public companies for purposes of computing estimated market multiples and selecting an appropriate WACC rate is subjective. We select guideline public companies that are engaged in the same or similar lines of business and that have reasonably similar qualitative factors as our reporting units, while also considering relevant quantitative factors such as profitability and market capitalization, where applicable. As a final corroboratory step, we reconcile the aggregate estimated fair value of our reporting units resulting from the income approach to our company's market capitalization are also used to corroborate the results of the discounted cash flow models. capitalization.
If the fair value of the reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired. If the carrying value of a reporting unit exceeds its fair value, an impairment charge would be recognized for the amount by which the carrying value of the reporting unit exceeds the its fair value, not to exceed the total amount of goodwill allocated to that reporting unit. Based on the quantitative goodwill impairment analysis, which was also performed in prior fiscal years, we determined there was no impairment of goodwill during fiscal 2021 for any of our reporting units as the fair value of each reporting unit substantially exceeded its respective carrying value, including goodwill, in excess of 100 percent. We also performed sensitivity analyses on the key inputs and assumptions used in determining the estimated fair value of our reporting units under the discounted cash flow model under the income approach by utilizing more conservative assumptions that reflect reasonably likely future changes in the terminal growth rate and WACC rate. The WACC rate was increased by 150 basis points with no impairment indicated for any of our reporting units. The terminal growth rate was decreased by 150 basis points with no impairment indicated for any of our reporting units.
Individual indefinite-lived intangible assets, or asset groups, are quantitatively tested for impairment by comparing the carrying amounts of the respective asset, or asset group, to its estimated fair value determined under the income approach. If the fair value of the indefinite-lived intangible asset, or asset group, is less than its carrying value, an impairment loss is recognized in an amount equal to the excess. During the fourth quarter of fiscal 2021, we performed a quantitative impairment analysis for our indefinite-lived intangible assets. Our estimate of the fair value for an indefinite-lived intangible asset, or asset group, is determined under the relief from royalty method under the income approach and uses various inputs and assumptions, including projected revenues from our forecasting process, assumed royalty rates that could be payable if we did not own the intangible asset, terminal growth rates applied to forecasted revenues, and a discount rate. These inputs and assumptions contemplate business, industry, and overall economic conditions, as well as relevant market data for royalty rates of similar intangible assets. Based on our quantitative impairment analysis, which was also performed in prior fiscal years, we conclude that our indefinite-lived intangible assets were not impaired during fiscal 2021 as the estimated fair value of each of our material indefinite-lived intangible assets substantially exceeded its carrying value, in excess of 50.0 percent. We also performed sensitivity analyses on the key inputs and assumptions used in determining the estimated fair value of indefinite-lived intangible assets under the relief from royalty model by utilizing more conservative assumptions that reflect reasonably likely future changes in the royalty rate and discount rate. The discount rate was increased by 75 basis points with no impairment indicated for any of our material indefinite-lived intangible assets. The royalty rate was decreased by 75 basis points with no impairment indicated for any of our material indefinite-lived intangible assets.
Determining the estimated fair values of our reporting units and indefinite-lived intangible assets, or asset groups, requires considerable judgment and such estimate are sensitive to changes in the underlying inputs and assumptions. As a result, there can be no assurance that the inputs and assumptions made for purposes of our annual impairment assessments will prove to be an accurate prediction of the future. Certain events or circumstances that could reasonably be expected to negatively affect the underlying key inputs and assumptions ultimately affect the estimated fair values of our reporting units and indefinite-lived intangible assets, and may require us to assess for impairment on an interim basis. Such events or circumstances could include a decrease in expected future operating results and the related cash flows; adverse economic, market, and industry conditions, including unfavorable impacts on our guideline public companies used in determining our WACC rate and the business enterprise value of our reporting units under the market approach; prolonged periods of unfavorable weather conditions; changes in regulatory conditions impacting our products and industries; a volatile supply chain environment and/or increased costs of commodities, component parts, and labor; lack of customer acceptance of new or innovative technologies; increased competition; and other factors. While our annual impairment assessment in fiscal 2021 supported the carrying amount of our goodwill and indefinite-lived intangible assets, we may be required to re-evaluate the carrying amount in future periods utilizing different inputs and assumptions that reflect the then current market conditions and expectations regarding our operating performance, which may result in a future impairment that could be material.
Product Warranty Guarantees
Our products are warranted to provide assurance that the product will function as expected and to ensure customer confidence in design, workmanship, and overall quality. Warranty coverage on our products is generally provided for specified periods of time and on select products' hours of usage, and generally covers parts, labor, and other expenses for non-maintenance repairs. Warranty coverage generally does not cover operator abuse or improper use. In addition to the standard warranties offered on our products, we also sell separately priced extended warranty coverage on select products for a prescribed period after the original warranty period expires.
At the time of sale, we recognize expense and record a warranty accrual by product line for estimated costs in connection with forecasted future warranty claims. Our estimate of the cost of future warranty claims 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 warranty claims to sales, and the historical length of time between the sale and resulting warranty claim. If applicable, historical claims experience may be adjusted for known product design improvements or for the impact of unusual product quality issues. We periodically assess the adequacy of our warranty
accruals based on changes in our estimates and assumptions and record any necessary adjustments if the cost of actual claim experience differs from our estimate and indicates that adjustments to our warranty accrual are necessary. Factors that could have an impact on actual future claims and our warranty accrual include, but are not limited to, items such as performance of new products; product failure rates; factors impacting product usage, such as weather; changes in sales volumes and shifts in product mix; manufacturing quality and product design issues, including significant manufacturing or design defects not discovered until after the product is delivered to customers; the extent of customers affected by the product failure; higher or lower than expected service and component part costs to satisfactorily address the repair, and upon rare occasion, changes to the warranty coverage periods. Additionally, from time to time, we also establish warranty accruals for our estimate of the costs necessary to settle major rework campaigns on a product-specific basis during the period in which the circumstances giving rise to the major rework campaign become known and when the costs to satisfactorily address the situation are both probable and estimable. The warranty accrual for the cost of a major rework campaign is primarily based on an estimate of the cost to repair each affected unit and the number of affected units expected to be repaired.
We believe that our analysis of historical warranty claim trends and knowledge of potential manufacturing and/or product design improvements or issues provide sufficient information to establish a reasonable estimate for the cost of future warranty claims at the time of sale and our warranty accruals as of the date of our Consolidated Balance Sheets. We believe that our $116.8 million warranty accrual as of October 31, 2021 is adequate and historically has been adequate; however, due to the inherent uncertainty in the accrual estimation process, including forecasting future warranty claims, costs associated with servicing future warranty claims, and unexpected major rework campaigns that may arise in the future, our actual warranty costs incurred may differ from our warranty accrual estimate. An unexpected increase in warranty claims and/or in the costs associated with servicing those claims would result in an increase in our warranty accruals and a decrease in our net earnings.
Inventory Valuation
WeFor the majority of our inventories, we value our inventories at the lower of the cost of inventory or net realizable value, with cost determined by either the first-in, first-out or average cost method. All remaining inventories are valued at the lower of cost or market, with cost determined under the last-in, first-out method for most U.S. inventories or the first-in, first-out method for all other inventories. We establish reservesmethod. As needed, we record an inventory valuation adjustment for excess, slow moving, and obsolete inventory that is equal to the excess of the cost of the inventory over the estimated net realizable value or market value for the inventory depending on inventory costing method. The inventory valuation adjustment to net realizable value or market value establishes a new cost basis of the inventory that cannot be subsequently reversed. Such inventory
valuation adjustments for excess, obsolete, and slow moving inventory are not reduced or removed until the product is sold or disposed of.
In developing inventory valuation adjustments for excess, slow moving, and obsolete inventory, we are required to use judgment and make estimates of future sales demand and production requirements compared with current inventory levels. Our estimate of forecasted sales demand and production requirements is primarily based on inventory levels, expectedactual orders received, historical demand, technological and product life cycle changes, product pricing, economic trends, and forecastedcompetitive factors, such as market and pricing trends for similar products. Although management considers our inventory valuation adjustment for excess, slow-moving, and obsolete inventory to be adequate at $39.7 million as of October 31, 2021, forecasting sales demand. Valuationdemand and production requirements involves significant management judgment regarding future events. Future events that could significantly influence our judgments and related estimates include general economic conditions within the specific markets in which we operate, changes in demand for our products and customer preference, price fluctuations, and actions of inventoryour competitors, including the introduction of new products, technological advances, and pricing changes. Forecasted sales demand and production requirements can also be affected by the significant redesign of our existing products or the 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.product. It is possible that an increase inunfavorable adjustment to our reserveinventory valuation adjustment for excess, slow moving, and obsolete inventory may be required in the future if there is a significant declinechange in any of the aforementioned factors that adversely impacts our estimates of future demand for our products and we do not adjust our purchases or production schedule accordingly.
ThoughBusiness Combinations
When applicable, we account for the acquisition of a business in accordance with the accounting standards codification guidance for business combinations, whereby the total consideration transferred is allocated to the assets acquired and liabilities assumed, including amounts attributable to non-controlling interests, when applicable, based on their respective estimated fair values as of the date of acquisition. Goodwill represents the excess of consideration transferred over the estimated fair value of the net assets acquired in a business combination.
Assigning estimated fair values to the net assets acquired requires the use of significant estimates, judgments, inputs, and assumptions regarding the fair value of intangible assets that are separately identifiable from goodwill, inventory, and property, plant, and equipment. While the ultimate responsibility for determining estimated fair values of the acquired net assets resides with management, considers reserve balances adequatefor material acquisitions we may retain the services of certified valuation specialists to assist with assigning estimated fair values to certain acquired assets and proper, changes inassumed liabilities, including intangible assets that are separately identifiable from
goodwill, inventory, and property, plant, and equipment. Estimated fair values of acquired intangible assets that are separately identifiable from goodwill, inventory, and property, plant, and equipment are generally based on available historical information, future expectations, available market data, and assumptions determined to be reasonable but are inherently uncertain with respect to future events, including economic conditions, in specific markets in which we operate could havecompetition, technological obsolescence, the useful life of the acquired assets, and other factors. These significant estimates, judgments, inputs, and assumptions include, when applicable, the selection of an effectappropriate valuation method depending on the reserve balances requirednature of the respective asset, such as the income approach, the market or sales comparison approach, or the cost approach; estimating future cash flows based on projected revenues and/or margins that we expect to generate subsequent to the acquisition; applying an appropriate discount rate to estimate the present value of those projected cash flows we expect to generate; selecting an appropriate terminal growth rate and/or royalty rate or estimating a customer attrition or technological obsolescence factor where necessary and appropriate given the nature of the respective asset; assigning an appropriate contributory asset charge where needed; determining an appropriate useful life and the related depreciation or amortization method for the respective asset; and assessing the accuracy and completeness of other historical financial metrics of the acquiree used as standalone inputs or as the basis for determining estimated projected inputs such as margins, customer attrition, and costs to hold and sell product.
In determining the estimated fair value of intangible assets that are separately identifiable from goodwill, we typically utilize the income approach, which discounts the projected future cash flows using a discount rate that appropriately reflects the risks associated with the projected cash flows. Generally, we estimate the fair value of acquired trade names using the relief from royalty method under the income approach, which is based on the hypothetical royalty stream that would be received if we were to license the acquired trade name. For most other acquired intangible assets, we estimate fair value using the excess slow movingearnings method under the income approach, which is typically applied when cash flows are not directly generated by the asset, but rather, by an operating group that includes the particular asset. In certain instances, particularly in relation to developed technology or patents, we may utilize the cost approach depending on the nature of the respective intangible asset and obsolete inventory.the recency of the development or procurement of such technology. The useful lives and amortization methods for the acquired intangible assets that are separately identifiable from goodwill are generally determined based on the period of expected cash flows used to measure the fair value of the acquired intangible assets and the nature of the use of the respective acquired intangible asset, adjusted as appropriate for entity-specific factors including legal, regulatory, contractual, competitive, economic, and/or other factors such as customer attrition rates and product or order lifecycles that may limit the useful life of the respective acquired intangible
asset. In determining the estimated fair value of acquired inventory, we typically utilize the cost approach for raw materials and the sales comparison approach for work in process, finished goods, and service parts. In determining the estimated fair value of acquired property, plant, and equipment, we typically utilize the sales comparison approach or the cost approach depending on the nature of the respective asset and the recency of the construction or procurement of such asset.
We may refine the estimated fair values of assets acquired and liabilities assumed, if necessary, over a period not to exceed one year from the date of acquisition by taking into consideration new information that, if known as of the date of acquisition, would have affected the estimated fair values ascribed to the assets acquired and liabilities assumed. The judgments made in determining the estimated fair value assigned to assets acquired and liabilities assumed, as well as the estimated useful life and depreciation or amortization method of each asset, can materially impact the net earnings of the periods subsequent to an acquisition through depreciation and amortization, and in certain instances through impairment charges, if the asset becomes impaired in the future. During the measurement period, any purchase price allocation changes that impact the carrying value of goodwill will affect any measurement of goodwill impairment taken during the measurement period, if applicable. If necessary, purchase price allocation revisions that occur outside of the measurement period are recorded within cost of sales or selling, general and administrative expense within the Consolidated Statements of Earnings depending on the nature of the adjustment.
Recent Accounting Pronouncements
For information regarding recent accounting pronouncements, refer to Note 1, Summary of Significant Accounting Policies and Related Data, in our Notes to Consolidated Financial Statements inunder the sections entitled "New Accounting Pronouncements Adopted" and "New Accounting Pronouncements Not Yet Adopted", included in Part II, Item 8, "Financial Statements and Supplementary Data" of this report.Adopted."
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the potential loss arising from adverse changes in market rates and prices. We are exposed to market risk stemming from changes in foreign currency exchange rates, interest rates, and commodity costs. 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 earnings and cash flows. See further discussion on these market risks below.
Foreign Currency Exchange Rate Risk
We are exposed to foreign currency exchange rate risk arising from transactions in the normal course of business, such as sales to third partythird-party customers, sales and loans to wholly-owned foreign subsidiaries, costs associated with foreign plant operations, and purchases from suppliers. Our primary foreign currency exchange rate exposures are with
the Euro, the Australian dollar, the Canadian dollar, the British pound, the Mexican peso, the Japanese yen, the Chinese Renminbi, and the Romanian New Leu against the U.S. dollar, andas well as the Romanian New Leu against the Euro. We may also experience foreign currency exchange rate exposure as a result of the volatility and uncertainty that may arise as a result of the United Kingdom's process for exiting the European Union. Because our products are manufactured or sourced primarily from the U.S. and Mexico, a stronger U.S. dollar and Mexican peso generally have a negative impact on our results from operations, while a weaker U.S. dollar and Mexican peso generally have a positive effect.
To reduce our exposure to foreign currency exchange rate risk, we actively manage the exposure of our foreign currency exchange rate risk by entering into various derivative instruments to hedge against such risk, authorized under a company policiespolicy that placeplaces controls on these hedging activities, with counterparties that are highly rated financial institutions. Decisions on whether to use such derivative instruments are primarily based on the amount of exposure to the currency involved and an assessment of the near-term market value for each currency. Our worldwide foreign
currency exchange rate exposures are reviewed monthly. The gains and losses on our derivative instruments offset the changes in values of the related underlying exposures. Therefore, changes in the values of our derivative instruments are highly correlated with changes in the market values of underlying hedged items both at inception and over the life of the derivative instrument. For additional information regarding our derivative instruments, refer to Note 1314, Derivative Instruments and Hedging Activities, in ourthe Notes to Consolidated Financial Statements in the section entitled "Derivative Instruments and Hedging Activities", included in Part II, Item 8, "Financial Statements and Supplementary Data"Data," of this report.Annual Report on Form 10-K.
The foreign currency exchange contracts in the table below have maturity dates in fiscal 20192022 through fiscal 2021.2024. All items are non-trading and stated in U.S. dollars. As of October 31, 2018,2021, the average contracted rate, notional amount, fair value, and the gain (loss) at fair value of outstanding derivative instruments were as follows:follows (in thousands, except average contracted rate):
| | | | | | | | | | | | | | Average Contracted Rate | | Notional Amount | | Fair Value | | Gain (Loss) at Fair Value |
| (Dollars in thousands, except average contracted rate) | | Average Contracted Rate | | Notional Amount | | Gain at Fair Value | |
| Buy U.S. dollar/Sell Australian dollar | | 0.7486 |
| | $ | 98,226.5 |
| | $ | 4,849.2 |
| Buy U.S. dollar/Sell Australian dollar | | 0.7295 | | | $ | 99,039 | | | $ | 96,362 | | | $ | (2,677) | |
| Buy U.S. dollar/Sell Canadian dollar | | 1.3028 |
| | 31,056.0 |
| | 145.1 |
| Buy U.S. dollar/Sell Canadian dollar | | 1.2827 | | | 38,231 | | | 37,050 | | | (1,181) | |
| Buy U.S. dollar/Sell Euro | | 1.2083 |
| | 124,702.6 |
| | 4,214.1 |
| Buy U.S. dollar/Sell Euro | | 1.1911 | | | 125,377 | | | 127,822 | | | 2,445 | |
| Buy U.S. dollar/Sell British pound | | 1.3480 |
| | 49,632.3 |
| | 1,664.1 |
| Buy U.S. dollar/Sell British pound | | 1.3362 | | | 34,702 | | | 33,976 | | | (726) | |
| Buy Mexican peso/Sell U.S. dollar | | 20.5453 |
| | 2,595.7 |
| | 15.3 |
| Buy Mexican peso/Sell U.S. dollar | | 22.0125 | | | $ | 23,337 | | | $ | 23,665 | | | $ | 328 | |
| Buy Japanese yen/Sell U.S. dollar | | 112.9760 |
| | $ | 39.8 |
| | $ | — |
| |
|
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 AOCLaccumulated other comprehensive loss in stockholders’ equity on the
Consolidated Balance Sheets, and would not impact net earnings.
Interest Rate Risk
Our marketinterest rate risk on interest rates relates primarily to LIBOR-basedfluctuations in variable interest rates on our revolving credit facility and term loan credit agreement, as well as the potential increase in the fair value of our fixed-rate long-term debt resulting from a potential decrease in interest rates. We generally do not use interest rate swaps to mitigate the impact of fluctuations in interest rates. Included inWe have no earnings or cash flow exposure due to interest rate risks on our fixed-rate long-term debt is $223.9obligations.
Our indebtedness as of October 31, 2021 included $424.0 million of fixed-rategross fixed rate debt that is not subject to variable interest rate fluctuations and a $91.0$270.0 million LIBOR-based revolvingof gross variable rate debt under our term loan credit facility, which is subject to market risk based on changes in LIBOR rates. We have no earnings or cash flow exposure due to market risks on our fixed-rate long-term debt obligations.agreement. As of October 31, 2018,2021, we did not have an outstanding balance on our variable-rate revolving credit facility. As of October 31, 2021, the estimated fair value of gross long-term debt with fixed interest rates was $260.5$517.9 million compared to its carrying amount of $221.5$424.0 million. MarketInterest rate risk for fixed-rate, long-term debt is estimated as the potential increase in the fair value of gross fixed rate debt, resulting from a hypothetical 10 percent decrease in interest rates, and amounts to approximately $12.9$12.3 million. The estimated fair value of gross fixed rate debt is estimated by
discounting the projected cash flows of our gross fixed rate debt using the current interest rate that could be obtained for similar amounts and terms of debt could currently be borrowed.and a similar financing term.
Commodity Cost Risk
Most of the raw materialscommodities, components, parts, and accessories used in our productsmanufacturing process and end-products, or to be sold as standalone end-products, are exposed to commodity cost changes. These changes may be affected by several factors, including, for example, as a result of inflation; deflation; changing prices; foreign currency fluctuations; tariffs; duties; trade regulatory actions; industry actions; the inability of suppliers to absorb incremental costs resulting from COVID-19 related inefficiencies, continue operations or otherwise remain in business as a result of COVID-19, financial difficulties, or otherwise; and changes to international trade policies, agreements, and/or regulation and competitor activity, including antidumping and countervailing duties on certain products imported from foreign countries, including certain engines imported into the U.S. from China.
Our primary commodity cost exposures for commodities, components, parts, and accessories used in our products are with steel, aluminum, petroleum and natural gas-based resins, and linerboard. In addition, we are a purchaser of components and parts containing various commodities, including steel, aluminum,linerboard, copper, lead, rubber, engines, transmissions, transaxles, hydraulics, electrification components, and others thatothers. Our largest spend for commodities, components, parts, and accessories are integrated into our end products.generally for steel, engines, hydraulic components, transmissions, resin, aluminum, and electrification components, all of which we purchase from
several suppliers around the world. We generally purchase commodities, components, parts, and componentsaccessories based upon market prices that are established with vendorssuppliers as part of the purchase process and generally attempt to obtain firm pricing from most of our suppliers for volumes consistent with planned production.production and estimates of wholesale and retail demand for our products.
In any given period, we strategically work to mitigate any potential unfavorable impact as a result of changes to the cost of commodities, components, parts, and accessories that affect our product lines through our productivity initiatives; however, our productivity initiatives may not be as effective as anticipated depending on macroeconomic cost trends for commodities, components, parts, and accessories costs and/or other factors. Our productivity initiatives include, but are not limited to, collaborating with suppliers, reviewing alternative sourcing options, substituting materials, utilizing Lean methods, engaging in internal cost reduction efforts, and utilizing tariff exclusions and duty drawback mechanisms, all as appropriate. When appropriate, we may also increase prices on some of our products to offset changes in the cost of commodities, components, parts, and accessories. To the extent that commodity and component costs increase and we do not have firm pricing from our suppliers, or our suppliers are not able to honor such prices, and/or our productivity initiatives and/or product price increases are less effective than anticipated and/or do not fully offset cost increases, we may experience a decline in our gross marginsmargins. In fiscal 2021, the average cost of commodities, components, parts, and accessories purchased, including the impact of inflation and tariff costs, was significantly higher compared to the extent we are not able to increase selling pricesaverage cost of our products or obtain manufacturing efficiencies to offset increasescommodities, components, parts, and accessories purchased in commodity costs. Additionally, we enter into fixed-price contractsfiscal 2020. We anticipate that the average cost of commodities, components, parts, and accessories purchased, including the impact of inflation and tariff costs, for future purchases of natural gasfiscal 2022 will be significantly higher than the average costs experienced during fiscal 2021.
Equity Market Risk
Volatility in the normal course of operations as a means to manage natural gas price risks. In fiscal 2018, our manufacturing facilities entered into these fixed-price contracts for approximately 50 percent of their monthly-anticipated usage.
Further information regarding changing costs of commodities is presented in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this report in the section entitled "Inflation."
Equity Price Risk
The trading price volatility of our common stock impacts the compensation expense related tocosts associated with our stock-based compensation plans.awards. Additionally, when applicable, declines in the trading price of our common stock can adversely impact our reconciliation of TTC's market capitalization to the aggregate estimated fair value of our reporting units as a component of our goodwill impairment analysis and can also represent an interim period impairment indicator requiring the need to quantitatively assess goodwill for impairment during an interim period, which could result in impairment charges. Refer to Note 910, Stock-Based Compensation, and Note 1, Summary of Significant Accounting Policies and Related Data, in ourthe Notes to Consolidated Financial Statements in the section entitled "Stock-Based Compensation Plans", included in Part II, Item 8, "Financial Statements and Supplementary Data"Data," of this reportAnnual Report on Form 10-K for additional information regarding our stock-based compensation plans.awards and our goodwill impairment analysis, respectively.
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 of internal control over financial reporting 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.accounting principles generally accepted accounting principles.in the United States.
The company's system of 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 U.S.accounting principles generally accepted accounting principles,in the United States, 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. In addition, 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 of compliance with the policies or procedures may deteriorate.
Management, with the participation of the company's Chairman of the Board, President and Chief Executive Officer and Vice President, Treasurer and Chief Financial Officer, evaluated the effectiveness of the company's internal control over financial reporting as of October 31, 2018.2021. In making this evaluation, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013). Based on this assessment, management concluded that the company's internal control over financial reporting was effective as of October 31, 2018.2021. Our internal control over financial reporting as of October 31, 2018,2021, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which is included herein.
|
| | | | | | | |
| /s/ Richard M. Olson | | |
| Chairman of the Board, President and Chief Executive Officer | | |
| /s/ Renee J. Peterson | | |
Vice President, Treasurer and Chief Financial Officer | | |
| | |
December 21, 201817, 2021 | | |
Further discussion of the company's internal controls and procedures is included in Part II, Item 9A, "Controls and Procedures" of this report.Annual Report on Form 10-K.
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
The Toro Company:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of The Toro Company and subsidiaries (the Company) as of October 31, 20182021 and 2017,2020, the related consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended October 31, 2018,2021, and the related notes and financial statement schedule listed in 15 (a) 2 (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of October 31, 2018,2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of October 31, 20182021 and 2017,2020, and the results of its operations and its cash flows for each of the years in the three-year period ended October 31, 2018,2021, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 31, 2018,2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Change in Accounting Principle
As discussed in Note 13 to the consolidated financial statements, the Company has changed its method of accounting for leases as of November 1, 2019, due to the adoption of Accounting Standard Update 2016-02, Leases (Topic 842), and related amendments.
Basis for Opinions
The 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’sManagement's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. 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.
Definition and Limitations of Internal Control Over Financial Reporting
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.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Accrued sales promotions and incentives
As discussed in Note 1 to the consolidated financial statements, at the time of sale, the Company records an estimate for sales promotion and incentive costs, a portion of which relates to rebate programs. As of October 31, 2021, the Company recorded an accrual of $103.7 million for sales promotions and incentives. The Company's estimates for sales promotion and incentive programs are primarily based on the terms of the sales arrangements and sales promotion and incentive programs with customers, historical payment and rebate claims experience, field inventory levels, quantity or mix of products purchased, types of programs offered, and expectations for the acceptance of sales promotion and incentive programs offered in the future or changes in other relevant trends.
We identified the evaluation of the accrued sales promotions and incentives as a critical audit matter. To evaluate the Company’s expectations for changes in other relevant trends that were used to develop the estimate, a high degree of auditor judgment was required. Historical experience was an input used to develop expectations for changes in other relevant trends. Changes in other relevant trends could have an impact to the accrual for sales promotions and incentives.
The following are the primary procedures performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s sales promotions and incentives process. This included controls related to the evaluation of the input described above. We evaluated the Company’s ability to estimate the sales promotions and incentives accruals by comparing the prior year's accrual with subsequent payments. We developed an expectation of the Company’s accrual considering historical experience and current year field inventory levels. Additionally, we tested sales promotions and incentives paid subsequent to the balance sheet date by tracing a sample of payments to underlying documentation supporting the program terms to evaluate the accrual estimate.
/s/ KPMG LLP
We have served as the Company’s auditor since 1928.
Minneapolis, Minnesota
December 21, 201817, 2021
THE TORO COMPANY AND SUBSIDIARIES
Consolidated Statements of Earnings
(Dollars and shares in thousands, except per share data)
| | | Fiscal Years Ended October 31 | | 2018 | | 2017 | | 2016 | Fiscal Years Ended October 31 | | 2021 | | 2020 | | 2019 |
| Net sales | | $ | 2,618,650 |
| | $ | 2,505,176 |
| | $ | 2,392,175 |
| Net sales | | $ | 3,959,584 | | | $ | 3,378,810 | | | $ | 3,138,084 | |
| Cost of sales | | 1,677,639 |
| | 1,584,339 |
| | 1,517,580 |
| Cost of sales | | 2,621,092 | | | 2,189,036 | | | 2,090,121 | |
| Gross profit | | 941,011 |
| | 920,837 |
| | 874,595 |
| Gross profit | | 1,338,492 | | | 1,189,774 | | | 1,047,963 | |
| Selling, general and administrative expense | | 567,926 |
| | 565,727 |
| | 540,199 |
| Selling, general and administrative expense | | 820,212 | | | 763,417 | | | 722,934 | |
| Operating earnings | | 373,085 |
| | 355,110 |
| | 334,396 |
| Operating earnings | | 518,280 | | | 426,357 | | | 325,029 | |
| Interest expense | | (19,096 | ) | | (19,113 | ) | | (19,336 | ) | Interest expense | | (28,659) | | | (33,156) | | | (28,835) | |
| Other income, net | | 18,408 |
| | 17,187 |
| | 15,400 |
| Other income, net | | 10,197 | | | 13,869 | | | 25,939 | |
| Earnings before income taxes | | 372,397 |
| | 353,184 |
| | 330,460 |
| Earnings before income taxes | | 499,818 | | | 407,070 | | | 322,133 | |
| Provision for income taxes | | 100,458 |
| | 85,467 |
| | 99,466 |
| Provision for income taxes | | 89,938 | | | 77,369 | | | 48,150 | |
| Net earnings | | $ | 271,939 |
| | $ | 267,717 |
| | $ | 230,994 |
| Net earnings | | $ | 409,880 | | | $ | 329,701 | | | $ | 273,983 | |
| | | | | | | | |
| Basic net earnings per share of common stock | | $ | 2.56 |
| | $ | 2.47 |
| | $ | 2.10 |
| Basic net earnings per share of common stock | | $ | 3.82 | | | $ | 3.06 | | | $ | 2.57 | |
| | | | | | | | |
| Diluted net earnings per share of common stock | | $ | 2.50 |
| | $ | 2.41 |
| | $ | 2.06 |
| Diluted net earnings per share of common stock | | $ | 3.78 | | | $ | 3.03 | | | $ | 2.53 | |
| | | | | | | | |
| Weighted-average number of shares of common stock outstanding – Basic | | 106,369 |
| | 108,312 |
| | 109,834 |
| Weighted-average number of shares of common stock outstanding – Basic | | 107,341 | | | 107,658 | | | 106,773 | |
| | | | | | | | |
| Weighted-average number of shares of common stock outstanding – Diluted | | 108,657 |
| | 111,252 |
| | 111,987 |
| Weighted-average number of shares of common stock outstanding – Diluted | | 108,473 | | | 108,663 | | | 108,090 | |
The financial statements should be read in conjunction with the Notes to Consolidated Financial Statements.
THE TORO COMPANY AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(Dollars in thousands)
| | | Fiscal Years Ended October 31 | | 2018 | | 2017 | | 2016 | Fiscal Years Ended October 31 | | 2021 | | 2020 | | 2019 |
| Net earnings | | $ | 271,939 |
| | $ | 267,717 |
| | $ | 230,994 |
| Net earnings | | $ | 409,880 | | | $ | 329,701 | | | $ | 273,983 | |
| Other comprehensive income (loss), net of tax: | | |
| | |
| | |
| Other comprehensive income (loss), net of tax: | | | | | | |
| Foreign currency translation adjustments, net of tax of $(222), $0, and $(161), respectively | | (8,408 | ) | | 10,127 |
| | (7,102 | ) | |
| Pension and retiree medical benefits, net of tax of $254, $2,536, and $(1,294), respectively | | 1,035 |
| | 4,347 |
| | (973 | ) | |
| Derivative instruments, net of tax of $2,899, $(1,123), and $(605), respectively | | 7,415 |
| | (158 | ) | | (518 | ) | |
| Foreign currency translation adjustments | | Foreign currency translation adjustments | | 4,973 | | | 6,517 | | | (1,314) | |
| Derivative instruments, net of tax of $736, $(2,782), and $(862), respectively | | Derivative instruments, net of tax of $736, $(2,782), and $(862), respectively | | 2,086 | | | (8,485) | | | (2,498) | |
| Pension benefits, net of tax of $41, $45, and $(1,305), respectively | | Pension benefits, net of tax of $41, $45, and $(1,305), respectively | | 1,207 | | | (245) | | | (4,300) | |
| Other comprehensive income (loss), net of tax | | 42 |
| | 14,316 |
| | (8,593 | ) | Other comprehensive income (loss), net of tax | | 8,266 | | | (2,213) | | | (8,112) | |
| Comprehensive income | | $ | 271,981 |
| | $ | 282,033 |
| | $ | 222,401 |
| Comprehensive income | | $ | 418,146 | | | $ | 327,488 | | | $ | 265,871 | |
The financial statements should be read in conjunction with the Notes to Consolidated Financial Statements.
THE TORO COMPANY AND SUBSIDIARIES
Consolidated Balance Sheets
(Dollars in thousands, except per share data)
| | | October 31 | | 2018 | | 2017 | October 31 | | 2021 | | 2020 |
| ASSETS | | |
| | |
| ASSETS | | | | |
| Cash and cash equivalents | | $ | 289,124 |
| | $ | 310,256 |
| Cash and cash equivalents | | $ | 405,612 | | | $ | 479,892 | |
| Receivables, net: | | |
| | |
| Receivables, net: | | | | |
| Customers, net of allowances (2018 - $2,228; 2017 - $2,147) | | 185,128 |
| | 176,008 |
| |
| Customers, net of allowances (2021 - $3,056; 2020 - $4,586) | | Customers, net of allowances (2021 - $3,056; 2020 - $4,586) | | 252,757 | | | 223,105 | |
| Receivables from finance affiliate | | Receivables from finance affiliate | | 30,981 | | | 12,619 | |
| Other | | 8,050 |
| | 7,065 |
| Other | | 26,541 | | | 25,411 | |
| Total receivables, net | | 193,178 |
| | 183,073 |
| Total receivables, net | | 310,279 | | | 261,135 | |
| Inventories, net | | 358,259 |
| | 328,992 |
| Inventories, net | | 738,170 | | | 652,433 | |
| Prepaid expenses and other current assets | | 54,076 |
| | 37,565 |
| Prepaid expenses and other current assets | | 35,124 | | | 34,188 | |
| Total current assets | | 894,637 |
| | 859,886 |
| Total current assets | | 1,489,185 | | | 1,427,648 | |
| Property, plant and equipment, net | | 271,459 |
| | 235,230 |
| Property, plant and equipment, net | | 487,731 | | | 467,919 | |
| Deferred income taxes | | 38,252 |
| | 64,083 |
| |
| Goodwill | | 225,290 |
| | 205,029 |
| Goodwill | | 421,680 | | | 424,075 | |
| Other intangible assets, net | | 105,649 |
| | 103,743 |
| Other intangible assets, net | | 420,041 | | | 408,305 | |
| Right-of-use assets | | Right-of-use assets | | 66,990 | | | 78,752 | |
| Investment in finance affiliate | | Investment in finance affiliate | | 20,671 | | | 19,745 | |
| Deferred income taxes | | Deferred income taxes | | 5,800 | | | 6,466 | |
| Other assets | | 35,697 |
| | 25,816 |
| Other assets | | 24,042 | | | 20,318 | |
| Total assets | | $ | 1,570,984 |
| | $ | 1,493,787 |
| Total assets | | $ | 2,936,140 | | | $ | 2,853,228 | |
| | | | | | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | | |
| | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | | | | |
| Current portion of long-term debt | | $ | — |
| | $ | 26,258 |
| Current portion of long-term debt | | $ | — | | | $ | 99,873 | |
| Accounts payable | | 256,575 |
| | 211,752 |
| Accounts payable | | 503,116 | | | 363,953 | |
| Short-term lease liabilities | | Short-term lease liabilities | | 14,283 | | | 15,447 | |
| Accrued liabilities: | | |
| | |
| Accrued liabilities: | | | | |
| Warranty | | 76,214 |
| | 74,155 |
| Warranty | | 116,783 | | | 107,121 | |
| Advertising and marketing programs | | 89,450 |
| | 85,934 |
| |
| Advertising and sales promotions and incentives programs | | Advertising and sales promotions and incentives programs | | 103,661 | | | 98,883 | |
| Compensation and benefit costs | | 50,850 |
| | 58,576 |
| Compensation and benefit costs | | 108,536 | | | 58,789 | |
| Insurance | | 7,909 |
| | 6,887 |
| Insurance | | 14,497 | | | 13,452 | |
| Interest | | 7,249 |
| | 7,542 |
| Interest | | 6,092 | | | 10,065 | |
| Other | | 44,388 |
| | 50,692 |
| Other | | 70,051 | | | 88,214 | |
| Total accrued liabilities | | Total accrued liabilities | | 419,620 | | | 376,524 | |
| Total current liabilities | | 532,635 |
| | 521,796 |
| Total current liabilities | | 937,019 | | | 855,797 | |
| Long-term debt, less current portion | | 312,549 |
| | 305,629 |
| Long-term debt, less current portion | | 691,242 | | | 691,250 | |
| Deferred revenue | | 24,909 |
| | 24,761 |
| |
| Long-term lease liabilities | | Long-term lease liabilities | | 55,752 | | | 66,641 | |
| Deferred income taxes | | 1,397 |
| | 1,726 |
| Deferred income taxes | | 50,397 | | | 70,435 | |
| Other long-term liabilities | | 30,578 |
| | 22,783 |
| Other long-term liabilities | | 50,598 | | | 54,277 | |
| | Stockholders' equity: | | |
| | |
| Stockholders' equity: | | | | |
| Preferred stock, par value $1.00 per share, authorized 1,000,000 voting and 850,000 non-voting shares, none issued and outstanding | | — |
| | — |
| Preferred stock, par value $1.00 per share, authorized 1,000,000 voting and 850,000 non-voting shares, none issued and outstanding | | — | | | — | |
| Common stock, par value $1.00 per share, authorized 175,000,000 shares; issued and outstanding 105,600,652 shares as of October 31, 2018 and 106,882,972 shares as of October 31, 2017 | | 105,601 |
| | 106,883 |
| |
| Common stock, par value $1.00 per share, authorized 175,000,000 shares; issued and outstanding 105,205,734 shares as of October 31, 2021 and 107,582,670 shares as of October 31, 2020 | | Common stock, par value $1.00 per share, authorized 175,000,000 shares; issued and outstanding 105,205,734 shares as of October 31, 2021 and 107,582,670 shares as of October 31, 2020 | | 105,206 | | | 107,583 | |
| Retained earnings | | 587,252 |
| | 534,329 |
| Retained earnings | | 1,071,922 | | | 1,041,507 | |
| Accumulated other comprehensive loss | | (23,937 | ) | | (24,120 | ) | Accumulated other comprehensive loss | | (25,996) | | | (34,262) | |
| Total stockholders' equity | | 668,916 |
| | 617,092 |
| Total stockholders' equity | | 1,151,132 | | | 1,114,828 | |
| Total liabilities and stockholders' equity | | $ | 1,570,984 |
| | $ | 1,493,787 |
| Total liabilities and stockholders' equity | | $ | 2,936,140 | | | $ | 2,853,228 | |
The financial statements should be read in conjunction with the Notes to Consolidated Financial Statements.
THE TORO COMPANY AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Dollars in thousands)
| | | Fiscal Years Ended October 31 | | 2018 | | 2017 | | 2016 | Fiscal Years Ended October 31 | | 2021 | | 2020 | | 2019 |
| Cash flows from operating activities: | | |
| | |
| | |
| Cash flows from operating activities: | | | | | | |
| Net earnings | | $ | 271,939 |
| | $ | 267,717 |
| | $ | 230,994 |
| Net earnings | | $ | 409,880 | | | $ | 329,701 | | | $ | 273,983 | |
| Adjustments to reconcile net earnings to net cash provided by operating activities: | | |
| | |
| | |
| Adjustments to reconcile net earnings to net cash provided by operating activities: | | | | | | |
| Non-cash income from finance affiliate | | (11,143 | ) | | (9,960 | ) | | (9,588 | ) | Non-cash income from finance affiliate | | (5,704) | | | (7,663) | | | (11,948) | |
| Distributions from finance affiliate, net | | 9,228 |
| | 8,050 |
| | 9,848 |
| Distributions from finance affiliate, net | | 4,779 | | | 12,066 | | | 10,343 | |
| Provision for depreciation and amortization | | 61,277 |
| | 64,986 |
| | 64,097 |
| |
| Depreciation of property, plant and equipment | | Depreciation of property, plant and equipment | | 75,468 | | | 76,108 | | | 69,314 | |
| Amortization of other intangible assets | | Amortization of other intangible assets | | 23,848 | | | 19,507 | | | 18,384 | |
| Fair value step-up adjustment to acquired inventory | | Fair value step-up adjustment to acquired inventory | | — | | | 3,951 | | | 39,368 | |
| Stock-based compensation expense | | 12,161 |
| | 13,517 |
| | 10,637 |
| Stock-based compensation expense | | 21,809 | | | 15,408 | | | 13,429 | |
| Deferred income taxes | | 25,255 |
| | (6,887 | ) | | 10,075 |
| Deferred income taxes | | (22,899) | | | 2,269 | | | (6,190) | |
| Other | | 507 |
| | 202 |
| | (464 | ) | Other | | 457 | | | 492 | | | 6,357 | |
| Changes in operating assets and liabilities, net of effect of acquisitions: | | |
| | |
| | |
| |
| Changes in operating assets and liabilities, net of the effect of acquisitions: | | Changes in operating assets and liabilities, net of the effect of acquisitions: | | | | | | |
| Receivables, net | | (10,365 | ) | | (17,701 | ) | | 15,785 |
| Receivables, net | | (52,260) | | | 15,206 | | | (11,042) | |
| Inventories, net | | (29,770 | ) | | (15,611 | ) | | 23,192 |
| Inventories, net | | (98,266) | | | 20,963 | | | (104,832) | |
| Prepaid expenses and other assets | | (11,744 | ) | | (3,424 | ) | | (905 | ) | Prepaid expenses and other assets | | 2,953 | | | 11,828 | | | 9,747 | |
| Accounts payable, accrued liabilities, deferred revenue and other long-term liabilities | | 47,460 |
| | 59,859 |
| | 30,614 |
| |
| Accounts payable, accrued liabilities, and other liabilities | | Accounts payable, accrued liabilities, and other liabilities | | 195,404 | | | 39,538 | | | 30,458 | |
| Net cash provided by operating activities | | 364,805 |
| | 360,748 |
| | 384,285 |
| Net cash provided by operating activities | | 555,469 | | | 539,374 | | | 337,371 | |
| Cash flows from investing activities: | | |
| | |
| | |
| Cash flows from investing activities: | | | | | | |
| Purchases of property, plant and equipment | | (90,124 | ) | | (58,276 | ) | | (50,723 | ) | Purchases of property, plant and equipment | | (104,012) | | | (78,068) | | | (92,881) | |
| Business combinations, net of cash acquired | | Business combinations, net of cash acquired | | (24,883) | | | (138,225) | | | (697,471) | |
| Asset acquisitions, net of cash acquired | | Asset acquisitions, net of cash acquired | | (27,176) | | | — | | | — | |
| Proceeds from asset disposals | | 151 |
| | 199 |
| | 310 |
| Proceeds from asset disposals | | 1,035 | | | 216 | | | 4,669 | |
| Investments in unconsolidated entities | | Investments in unconsolidated entities | | — | | | — | | | (200) | |
| Proceeds from sale of a business | | — |
| | — |
| | 1,500 |
| Proceeds from sale of a business | | 26,584 | | | — | | | 12,941 | |
| Investments in unconsolidated entities | | (6,750 | ) |
| (1,500 | ) |
| — |
| |
| Acquisitions, net of cash acquired | | (31,202 | ) | | (24,181 | ) | | — |
| |
| Net cash used in investing activities | | (127,925 | ) | | (83,758 | ) | | (48,913 | ) | Net cash used in investing activities | | (128,452) | | | (216,077) | | | (772,942) | |
| Cash flows from financing activities: | | |
| | |
| | |
| Cash flows from financing activities: | | | | | | |
| Short-term debt repayments, net | | — |
| | — |
| | (1,161 | ) | |
| Payments on long-term debt | | (19,757 | ) | | (19,136 | ) | | (24,107 | ) | |
| | Borrowings under debt arrangements | | Borrowings under debt arrangements | | 270,000 | | | 636,025 | | | 900,000 | |
| Repayments under debt arrangements | | Repayments under debt arrangements | | (370,000) | | | (546,025) | | | (511,000) | |
| Proceeds from exercise of stock options | | 17,243 |
| | 10,274 |
| | 20,226 |
| Proceeds from exercise of stock options | | 13,100 | | | 22,198 | | | 29,336 | |
| Payments of withholding taxes for stock awards | | (4,095 | ) | | (1,294 | ) | | (2,013 | ) | Payments of withholding taxes for stock awards | | (2,037) | | | (2,146) | | | (2,662) | |
| Purchases of Toro common stock | | (160,435 | ) | | (159,354 | ) | | (109,986 | ) | |
| Dividends paid on Toro common stock | | (85,031 | ) | | (75,758 | ) | | (65,890 | ) | |
| Net cash used in financing activities | | (252,075 | ) | | (245,268 | ) | | (182,931 | ) | |
| Purchases of TTC common stock | | Purchases of TTC common stock | | (302,274) | | | — | | | (20,043) | |
| Dividends paid on TTC common stock | | Dividends paid on TTC common stock | | (112,440) | | | (107,698) | | | (96,133) | |
| Net cash (used in) provided by financing activities | | Net cash (used in) provided by financing activities | | (503,651) | | | 2,354 | | | 299,498 | |
| | | | | | | | |
| Effect of exchange rates on cash and cash equivalents | | (5,937 | ) | | 4,979 |
| | (5,161 | ) | Effect of exchange rates on cash and cash equivalents | | 2,354 | | | 2,413 | | | (1,223) | |
| Net (decrease) increase in cash and cash equivalents | | (21,132 | ) | | 36,701 |
| | 147,280 |
| Net (decrease) increase in cash and cash equivalents | | (74,280) | | | 328,064 | | | (137,296) | |
| Cash and cash equivalents as of the beginning of the fiscal period | | 310,256 |
| | 273,555 |
| | 126,275 |
| Cash and cash equivalents as of the beginning of the fiscal period | | 479,892 | | | 151,828 | | | 289,124 | |
| Cash and cash equivalents as of the end of the fiscal period | | $ | 289,124 |
| | $ | 310,256 |
| | $ | 273,555 |
| Cash and cash equivalents as of the end of the fiscal period | | $ | 405,612 | | | $ | 479,892 | | | $ | 151,828 | |
| | | | | | | | |
| Supplemental disclosures of cash flow information: | | |
| | |
| | |
| Supplemental disclosures of cash flow information: | | | | | | |
| Cash paid during the fiscal year for: | | |
| | |
| | |
| Cash paid during the fiscal year for: | | | | | | |
| Interest | | $ | 19,979 |
| | $ | 19,457 |
| | $ | 19,883 |
| Interest | | $ | 31,568 | | | $ | 34,109 | | | $ | 30,167 | |
| Income taxes | | $ | 75,805 |
| | $ | 97,057 |
| | $ | 82,225 |
| Income taxes | | $ | 101,835 | | | $ | 69,524 | | | $ | 54,738 | |
|
The financial statements should be read in conjunction with the Notes to Consolidated Financial Statements.
THE TORO COMPANY AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
(Dollars in thousands, except per share data)
|
| | | | | | | | | | | | | | | | |
| | | Common Stock | | Retained Earnings | | Accumulated Other Comprehensive Loss | | Total Stockholders' Equity |
| Balance as of October 31, 2015 | | $ | 109,302 |
| | $ | 382,706 |
| | $ | (29,843 | ) | | $ | 462,165 |
|
| Cash dividends paid on common stock - $0.60 per share | | — |
| | (65,890 | ) | | — |
| | (65,890 | ) |
| Issuance of 1,801,136 shares for stock options exercised and restricted stock units vested | | 1,801 |
| | 17,225 |
| | — |
| | 19,026 |
|
| Stock-based compensation expense | | — |
| | 10,637 |
| | — |
| | 10,637 |
|
| Contribution of stock to a deferred compensation trust | | — |
| | 1,200 |
| | — |
| | 1,200 |
|
| Purchase of 2,675,575 shares of common stock | | (2,676 | ) | | (109,323 | ) | | — |
| | (111,999 | ) |
| Excess tax benefits from stock-based awards | | — |
| | 12,495 |
| | — |
| | 12,495 |
|
| Other comprehensive loss | | — |
| | — |
| | (8,593 | ) | | (8,593 | ) |
| Net earnings | | — |
| | 230,994 |
| | — |
| | 230,994 |
|
| Balance as of October 31, 2016 | | 108,427 |
| | 480,044 |
| | (38,436 | ) | | 550,035 |
|
| Cash dividends paid on common stock - $0.70 per share | | — |
| | (75,758 | ) | | — |
| | (75,758 | ) |
| Issuance of 1,185,601 shares for stock options exercised and restricted stock units vested | | 1,186 |
| | 8,268 |
| | — |
| | 9,454 |
|
| Stock-based compensation expense | | — |
| | 13,517 |
| | — |
| | 13,517 |
|
| Contribution of stock to a deferred compensation trust | | — |
| | 820 |
| | — |
| | 820 |
|
| Purchase of 2,730,022 shares of common stock | | (2,730 | ) | | (157,918 | ) | | — |
| | (160,648 | ) |
| Cumulative effect adjustment ASU 2016-16 | | — |
| | (2,361 | ) | | — |
| | (2,361 | ) |
| Other comprehensive loss | | — |
| | — |
| | 14,316 |
| | 14,316 |
|
| Net earnings | | — |
| | 267,717 |
| | — |
| | 267,717 |
|
| Balance as of October 31, 2017 | | 106,883 |
| | 534,329 |
| | (24,120 | ) | | 617,092 |
|
| Cash dividends paid on common stock - $0.80 per share | | — |
| | (85,031 | ) | | — |
| | (85,031 | ) |
| Issuance of 1,495,367 shares for stock options exercised and restricted stock units vested | | 1,496 |
| | 14,310 |
| | — |
| | 15,806 |
|
| Stock-based compensation expense | | — |
| | 12,161 |
| | — |
| | 12,161 |
|
| Contribution of stock to a deferred compensation trust | | — |
| | 1,437 |
| | — |
| | 1,437 |
|
| Purchase of 2,777,687 shares of common stock | | (2,778 | ) | | (161,752 | ) | | — |
| | (164,530 | ) |
| Reclassification due to the adoption of ASU 2018-02 | | — |
| | (141 | ) | | 141 |
| | — |
|
| Other comprehensive income | | — |
| | — |
| | 42 |
| | 42 |
|
| Net earnings | | — |
| | 271,939 |
| | — |
| | 271,939 |
|
| Balance as of October 31, 2018 | | $ | 105,601 |
| | $ | 587,252 |
| | $ | (23,937 | ) | | $ | 668,916 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Common Stock | | Retained Earnings | | Accumulated Other Comprehensive Loss | | Total Stockholders' Equity |
| Balance as of October 31, 2018 | | $ | 105,601 | | | $ | 587,252 | | | $ | (23,937) | | | $ | 668,916 | |
| Cash dividends paid on common stock - $0.90 per share | | — | | | (96,133) | | | — | | | (96,133) | |
| Issuance of 1,544,962 shares for exercised stock options and vested restricted stock units and performance share awards | | 1,545 | | | 26,387 | | | — | | | 27,932 | |
| Stock-based compensation expense | | — | | | 13,429 | | | — | | | 13,429 | |
| Contribution of stock to a deferred compensation trust | | — | | | 1,404 | | | — | | | 1,404 | |
| Purchase of 403,532 shares of common stock | | (404) | | | (22,301) | | | — | | | (22,705) | |
Reclassification due to the adoption of ASU 2014-09 | | — | | | 864 | | | — | | | 864 | |
| Other comprehensive loss | | — | | | — | | | (8,112) | | | (8,112) | |
| Net earnings | | — | | | 273,983 | | | — | | | 273,983 | |
| Balance as of October 31, 2019 | | 106,742 | | | 784,885 | | | (32,049) | | | 859,578 | |
| Cash dividends paid on common stock - $1.00 per share | | — | | | (107,698) | | | — | | | (107,698) | |
| Issuance of 870,011 shares for exercised stock options and vested restricted stock units and performance share awards | | 870 | | | 18,760 | | | — | | | 19,630 | |
| Stock-based compensation expense | | — | | | 15,408 | | | — | | | 15,408 | |
| Contribution of stock to a deferred compensation trust | | — | | | 2,568 | | | — | | | 2,568 | |
| Purchase of 29,422 shares of common stock | | (29) | | | (2,117) | | | — | | | (2,146) | |
| Other comprehensive loss | | — | | | — | | | (2,213) | | | (2,213) | |
| Net earnings | | — | | | 329,701 | | | — | | | 329,701 | |
| Balance as of October 31, 2020 | | 107,583 | | | 1,041,507 | | | (34,262) | | | 1,114,828 | |
| Cash dividends paid on common stock - $1.05 per share | | — | | | (112,440) | | | — | | | (112,440) | |
| Issuance of 610,788 shares for exercised stock options and vested restricted stock units and performance share awards | | 611 | | | 11,004 | | | — | | | 11,615 | |
| Stock-based compensation expense | | — | | | 21,809 | | | — | | | 21,809 | |
| Contribution of 22,700 shares to a deferred compensation trust | | 23 | | | 1,462 | | | — | | | 1,485 | |
| Purchase of 3,010,424 shares of common stock | | (3,011) | | | (301,300) | | | — | | | (304,311) | |
| Other comprehensive income | | — | | | — | | | 8,266 | | | 8,266 | |
| Net earnings | | — | | | 409,880 | | | — | | | 409,880 | |
| Balance as of October 31, 2021 | | $ | 105,206 | | | $ | 1,071,922 | | | $ | (25,996) | | | $ | 1,151,132 | |
The financial statements should be read in conjunction with the Notes to Consolidated Financial Statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
• THE TORO COMPANY AND SUBSIDIARIES •
|
| | | | |
| 1 | SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES AND RELATED DATA
Summary of Significant Accounting Policies and Related Data |
The Toro Company is in the business of designing, manufacturing, marketing, and selling professional turf maintenance equipment and services; turf irrigation systems; landscaping equipment and lighting products; snow and ice management products; agricultural irrigation ("ag-irrigation") systems; rental, specialty, and underground construction equipment; and residential yard and snow thrower products. The Toro Company sells its products worldwide through a network of distributors, dealers, mass retailers, hardware retailers, equipment rental centers, home centers, as well as online (direct to end-users). The Toro Company strives to provide innovative, well-built, and dependable products supported by an extensive service network.
The following are The Toro Company's significant accounting policies in addition to those included in the other Notes to Consolidated Financial Statements included within this Part II, Item 8, "Financial Statements and Supplementary Data," of this Annual Report on Form 10-K.
Basis of Presentation and Consolidation
The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted ("GAAP") in the United States ("U.S.") and include the accounts of The Toro Company and its wholly-owned subsidiaries (the "company")subsidiaries. In the opinion of management, the Consolidated Financial Statements include all adjustments, consisting primarily of recurring accruals, considered necessary for the fair presentation of the company's Consolidated Financial Position, Results of Operations, and Cash Flows for the periods presented.
The company's businesses are organized, managed, and internally grouped into segments based on similarities in products and services. The company classifies its operations into 2 reportable business segments: Professional and Residential. The company's remaining activities are presented as "Other" due to their insignificance. As further described in Note 7, Management Actions, during the first quarter of fiscal 2021, the company completed the sale of its Northeastern U.S. distribution company. Accordingly, as of and for the fiscal year ended October 31, 2021, Other activities consisted of the company's remaining wholly-owned domestic distribution company, corporate activities, and the elimination of intersegment revenues and expenses. As of and for the fiscal years ended October 31, 2020 and 2019, the company's Other activities consisted of its wholly-owned domestic distribution companies, corporate activities, and the elimination of intersegment revenues and expenses. For additional information regarding the company's reportable business segments refer to Note 3, Segment Data.
The company uses the equity method to account for equity investments in unconsolidated entities over which it has the ability to exercise significant influence over operating and financial policies. Consolidated net earnings include theThe company's share of the net earnings (losses)or losses of these equity method investments. The cost method is used to account forinvestments are recorded within other income, net on the Consolidated Statements of Earnings. Equity investments in unconsolidated entities that the company does not control and for which it does not have the ability to exercise significant influence over operating and financial policies. These cost method investmentspolicies are recorded at cost, less impairment, as applicable, within the Consolidated Balance Sheets. All intercompany accounts and transactions have been eliminated from the Consolidated Financial Statements.
Impact of COVID-19
In March 2020, the World Health Organization declared the novel coronavirus ("COVID-19," "virus," or "the pandemic") outbreak a global pandemic. COVID-19 has negatively impacted public health and portions of the global economy, significantly disrupted global supply chains, and created volatility in financial markets. The continuing implications of COVID-19 on the company remain uncertain and will depend on certain future developments, including the duration of the pandemic; any adverse impact due to variants of the virus; its impact on market demand for the company's products; its impact on the company's employees, customers, and suppliers; the range of government mandated restrictions and other measures; and the success of the deployment of approved COVID-19 vaccines, their effectiveness against the novel strain and related variants, and their rate of adoption. This uncertainty could have a material impact on accounting estimates and assumptions utilized to prepare the Consolidated Financial Statements as of and for the fiscal year ended October 31, 2021 and in future reporting periods, which could result in a material adverse impact on the company's Consolidated Financial Position, Results of Operations, and Cash Flows.
Accounting Estimates
In preparing the Consolidated Financial Statements in conformity with United States ("U.S.") generally accepted accounting principles ("GAAP"), GAAP, management must make decisions that impact the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures, including disclosures of contingent assets and liabilities. Such decisions include the selection of the appropriate accounting principles to be applied and the assumptions on which to base accounting estimates. Estimates are used in determining, among other items, sales promotionspromotion and incentives accruals,incentive accruals; incentive compensation accruals,accruals; income tax accruals,accruals; inventory valuation,valuation; warranty reserves,accruals; allowance for doubtful accounts,expected credit losses; pension accruals; self-insurance accruals; legal accruals; right-of-use assets and post-retirement accruals, self-insurance accruals,lease liabilities; useful lives for tangible and definite-livedfinite-lived intangible assets, andassets; future cash flows associated with
impairment testing for goodwill, indefinite-lived intangible assets, and other long-lived assets.assets; and valuations of the assets acquired and liabilities assumed in a business combination or asset acquisition, when applicable. These estimates and assumptions are based on management's best estimates and judgments at the time they are made.made and are generally derived from management's understanding and analysis of the relevant and current circumstances, historical experience, and actuarial and other independent external third-party specialist valuations, when applicable. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors that management believes to be reasonable under the circumstances, including the current economic environment.environment and other relevant factors, as applicable. Management adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with certainty, including those impacted by COVID-19, actual amounts could differ significantly from those estimated at the time the Consolidated Financial Statements are prepared. Changes in those estimates will be reflected in the Consolidated Financial Statements in future periods.
Business Combinations and Asset Acquisitions
When applicable, the company accounts for the acquisition of a business in accordance with the accounting standards codification ("ASC") guidance for business combinations, whereby the total purchase consideration transferred is allocated to the assets acquired and liabilities assumed, including amounts attributable to non-controlling interests, when applicable, based on their respective estimated fair values as of the date of acquisition. Goodwill represents the excess of purchase consideration transferred over the estimated fair value of the identifiable net assets acquired in a business combination.
Assigning estimated fair values to the net assets acquired requires the use of significant estimates, judgments, inputs, and assumptions regarding the fair value of the assets acquired and liabilities assumed. Estimated fair values of assets acquired and liabilities assumed are generally based on available historical information, independent valuations or appraisals, future expectations, and assumptions determined to be reasonable but are inherently uncertain with respect to future events, including economic conditions, competition, the useful life of the acquired assets, and other factors. The company may refine the estimated fair values of assets acquired and liabilities assumed, if necessary, over a period not to exceed one year from the date of acquisition by taking into consideration new information that, if known at the date of acquisition, would have affected the estimated fair values ascribed to the assets acquired and liabilities assumed. The judgments made in determining the estimated fair value assigned to assets acquired and liabilities assumed, as well as the estimated useful life and depreciation or amortization method of each asset, can materially impact the net earnings of the periods subsequent to the acquisition through depreciation and amortization, and in certain instances
through impairment charges, if the asset becomes impaired in the future. During the measurement period, any purchase price allocation changes that impact the carrying value of goodwill affects any measurement of goodwill impairment taken during the measurement period, if applicable. If necessary, purchase price allocation revisions that occur outside of the measurement period are recorded within cost of sales or selling, general and administrative expense within the Consolidated Statements of Earnings depending on the nature of the adjustment.
When an acquisition does not meet the definition of a business combination because either: (i) substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, or group of similar identified assets, or (ii) the acquired entity does not have an input and a substantive process that together significantly contribute to the ability to create outputs, the company accounts for the acquisition as an asset acquisition. In an asset acquisition, goodwill is not recognized, but rather, any excess purchase consideration over the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable net assets as of the acquisition date and any direct acquisition-related transaction costs are capitalized as part of the purchase consideration.
Refer to Note 2, Business Combinations and Asset Acquisitions, for additional information regarding the company's accounting for recent business combinations and asset acquisitions.
Cash and Cash Equivalents
The company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are stated at cost, which approximates fair value. As of October 31, 2018,2021 and 2020, cash and cash equivalents held by the company's foreign subsidiaries were approximately $104.3 million.$117.3 million and $106.3 million, respectively.
Receivables, Net
The company's financial exposure related to the collection of accounts receivable is reduced due to its wholesale floor plan financing programs, including its Red Iron Acceptance, LLC ("Red Iron") joint venture with TCF Inventory Finance, Inc. ("TCFIF"), as further discussed in Note 3.8, Investment in Joint Venture. Under a separate agreement, the company has an arrangement with TCF Commercial Finance Canada, Inc. ("TCFCFC") to provide inventory financing to dealers of certain of the company's products in Canada. The company also has floor plan financing agreements with separate third-party financial institutions to provide inventory financing to certain dealers and distributors not financed through Red Iron and TCFCFC, which include agreements with third-party financial institutions in the U.S. and internationally. For receivables not serviced through Red Iron, TCFCFC, or other third-party floor plan financing agreements, the company grants credit to customersprovides financing in the form of open account terms in the
normal course of business and performs on-going credit evaluations of customers.
Receivables are recorded at original carrying amount less an estimated allowance for doubtful accounts.
Allowance for Doubtful Accounts
expected credit losses. The company estimates the balance of allowance for doubtful accounts by analyzingexpected credit losses is based on the company's assessment of losses that will result from its customers inability or unwillingness to pay amounts owed to the company. The allowance for expected credit losses is estimated using a combination of factors, including the age of accounts and notes receivable balances and applying historical write-off trend rates. The company also estimates separately specific customer balancescredit loss experience, supplemented by the company's knowledge of customer-specific information, current market conditions, and reasonable and supportable forecasts of future events and economic conditions, when it is deemed probable that the balance is uncollectible. Account balancesapplicable. Receivables are charged offwritten-off against the allowance for expected credit losses when all collection efforts have been exhausted.
Inventory ValuationsConcentrations of Credit Risk
Financial instruments, which potentially subject the company to concentrations of credit risk, consist principally of accounts receivable and derivative instruments. Accounts receivable balances are generally concentrated in the Professional and Residential business segments. The credit risk associated with these business segments is limited because of the large number of customers in the company's customer base and their geographic dispersion. The credit risk associated with the company's derivative instruments is limited as the company enters into derivative instruments with multiple counterparties that are highly rated financial institutions.
Inventories, Net
Inventories are valued at the lower of cost or net realizable value, with cost determined by the last-in, first-out ("LIFO") method for a majority of the company's inventories. The first-in, first-out ("FIFO") method is usedand average cost methods for all other inventories,approximately 52.7 percent and constituted 31.053.0 percent of total net inventories as of October 31, 20182021 and 2017. The2020, respectively. All remaining inventories are valued at the lower of cost or market, with cost determined under the last-in, first-out ("LIFO") method. During fiscal 2021 and fiscal 2020, LIFO layers were not materially reduced. As needed, the company establishes a reserverecords an inventory valuation adjustment for excess, slow-moving, and obsolete inventory that is equal to the difference betweenexcess of the cost andof the inventory over the estimated net realizable value or market value for that inventory. These reserves arethe inventory depending on the inventory costing method. Such inventory valuation adjustment is based on a review and comparison of current inventory levels to planned production, as well as planned and historical sales of the inventory. During fiscal 2018The inventory valuation adjustment to net realizable value or market value establishes a new cost basis of the inventory that cannot be subsequently reversed. Such inventory valuation adjustments for excess, obsolete, and fiscal 2017 LIFO layers wereslow moving inventory are not reduced.reduced or removed until the product is sold or disposed of. As of October 31, 2021 and 2020, the company's inventory valuation adjustment for excess, slow-moving, and obsolete inventory was $39.7 million and $37.9 million, respectively.
Inventories, net were as follows (in thousands):
| | | October 31 | | 2018 | | 2017 | October 31 | | 2021 | | 2020 |
| Raw materials and work in process | | $ | 115,280 |
| | $ | 100,077 |
| Raw materials and work in process | | $ | 335,325 | | | $ | 168,759 | |
| Finished goods and service parts | | 315,179 |
| | 295,716 |
| Finished goods and service parts | | 538,332 | | | 565,761 | |
| Total FIFO value | | 430,459 |
| | 395,793 |
| Total FIFO value | | 873,657 | | | 734,520 | |
| Less: adjustment to LIFO value | | 72,200 |
| | 66,801 |
| Less: adjustment to LIFO value | | 135,487 | | | 82,087 | |
| Total inventories, net | | $ | 358,259 |
| | $ | 328,992 |
| Total inventories, net | | $ | 738,170 | | | $ | 652,433 | |
Property, Plant and DepreciationEquipment, Net
Property, plant and equipment assets are carried at cost.cost less accumulated depreciation. The company providesgenerally accounts for depreciation of property, plant and equipment utilizing the straight-line method over the estimated useful lives of the assets. Buildings includingand leasehold improvements are generally depreciated over 10 to 40 years. Machineryyears, machinery and equipment are generally depreciated over two to 15 years, tooling is generally depreciated over three to five years, and toolingcomputer hardware and software and website development costs are generally depreciated over three to five years. Software and web site development costs are generally amortized over two to five years. Expenditures for major renewals and improvements, which substantially increase the useful lives of existing assets, are capitalized, and expenditures forcapitalized. Costs associated with general maintenance and repairs are charged to operating expenses as incurred.incurred within cost of sales or selling, general and administrative expense in the Consolidated Statements of Earnings depending on the nature and use of the related asset. Interest is capitalized during the construction period for significant capital projects. During the fiscal years ended October 31, 2018, 2017,2021, 2020, and 2016,2019, the company capitalized $0.9$0.8 million, $0.3$1.0 million, and $0.5$1.3 million of interest, respectively.
Property, plant and equipment, net was as follows (in thousands): | | | October 31 | | 2018 | | 2017 | October 31 | | 2021 | | 2020 |
| Land and land improvements | | $ | 39,607 |
| | $ | 38,060 |
| Land and land improvements | | $ | 57,690 | | | $ | 57,387 | |
| Buildings and leasehold improvements | | 209,686 |
| | 194,995 |
| Buildings and leasehold improvements | | 308,217 | | | 301,848 | |
| Machinery and equipment | | 349,550 |
| | 349,976 |
| Machinery and equipment | | 522,012 | | | 499,312 | |
| Tooling | | 211,756 |
| | 197,299 |
| Tooling | | 220,966 | | | 231,142 | |
| Computer hardware and software | | 83,338 |
| | 88,152 |
| Computer hardware and software | | 97,485 | | | 102,312 | |
| Construction in process | | 35,044 |
| | 17,132 |
| Construction in process | | 85,722 | | | 48,157 | |
| Subtotal | | 928,981 |
| | 885,614 |
| |
| Property, plant and equipment, gross | | Property, plant and equipment, gross | | 1,292,092 | | | 1,240,158 | |
| Less: accumulated depreciation | | 657,522 |
| | 650,384 |
| Less: accumulated depreciation | | 804,361 | | | 772,239 | |
| Total property, plant, and equipment, net | | $ | 271,459 |
| | $ | 235,230 |
| |
| Property, plant and equipment, net | | Property, plant and equipment, net | | $ | 487,731 | | | $ | 467,919 | |
During fiscal years 2018, 2017,2021, 2020, and 2016,2019, the company recorded depreciation expense of $53.5$75.5 million, $54.7$76.1 million, and $53.4$69.3 million, respectively.
Goodwill and Indefinite-Lived Intangible Assets
Goodwill representsis initially recognized as a result of the cost of acquisitions in excess of purchase consideration transferred over the estimated fair value of the net assets acquired in a business combination and indefinite-lived intangible assets are initially recognized at their estimated fair values assigned to identifiable net assets acquired.as a result of a business combination or asset acquisition. Goodwill is assigned to a reporting unitsunit based upon the expected benefit of the synergies of the acquisition. Goodwill and certain trade
names, which are considered to have indefinite lives, are not amortized; however, the company reviews them for impairment annually during the fourth quarter of each fiscal year or more frequently if changes in circumstances or the occurrence of events indicate that the fair value may not be recoverable.
The company tests goodwill for impairment at the reporting unit level and tests indefinite-lived intangible assets for impairment at the individual indefinite-lived intangible asset or asset group level, as appropriate. During the fourth quarter of fiscal 2018,2021, the company performed its annual goodwill impairment test.
In performing the annual goodwill impairment test, the company first reviewed its reporting units and determined that it has nine11 reporting units, which are the same as its nine11 operating segments. Sixsegments as defined in Note 3, Segment Data. NaN reporting units contain goodwill on their respective balance sheets.sheets as of October 31, 2021. Next, the company elected to bypass the qualitative assessment due to the duration of time since the most recent quantitative goodwill impairment test, and move directly to the quantitative goodwill impairment analysis. In
performing the quantitative goodwill impairment analysis, the company compared the carrying value of each reporting unit, including goodwill, to its respective fair value. The carrying value of each reporting unit was determined based on the amount of equity required for the reporting unit's activities, considering the specific assets and liabilities of the reporting unit. The company did not assign corporate assets and liabilities that do not relate to the operations of the reporting unit, or are not considered in determining the fair value of the reporting unit, to the reporting units. The company's estimate of the respective fair values of its reporting units was determined based on a discounted cash flow model under the income approach, which utilized various inputs and assumptions, including projected operating results and growth rates from the company's forecasting process, applicable tax rates, estimated capital expenditures and depreciation, estimated changes in working capital, terminal growth rates applied to projected operating results in the terminal period, and a weighted-average cost of capital rate. Where available, and as appropriate, comparable market multiples and the company's market capitalization were also utilized to corroborate the results of the discounted cash flow models under the income approach. If the fair value of the reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired. If the carrying value of a reporting unit exceeds its fair value, an impairment charge would be recognized for the amount by which the carrying value of the reporting unit exceeds the its fair value, not to exceed the total amount of goodwill allocated to that reporting unit. Based on the quantitative goodwill impairment analysis, the company determined there was no impairment of goodwill during fiscal 20182021 for any of its reporting units as the fair values of the reporting units substantially exceeded their respective carrying values, including goodwill. Further, no impairment of goodwill was recorded during fiscal years 20172020 and 2016.2019.
During the fourth quarter of fiscal 2018,2021, the company also performed a quantitative impairment analysis for its
indefinite-lived intangible assets, which consist of certain trade names. The company's estimate of the fair values of its trade names are based on a discounted cash flow model, which utilizedthe relief from royalty method under the income approach and utilizes various inputs and assumptions, including:including projected revenues from the company's forecasting process;process, assumed royalty rates that could be payable if the company did not own the trade name;intangible asset, terminal growth rates applied to forecasted revenues, and a discount rate. If the fair value of the indefinite-lived intangible asset, or asset group, is less than its carrying value, an impairment loss is recognized in an amount equal to the excess. Based on this quantitative impairment analysis, which was also performed in prior fiscal years, the company concluded its indefinite-lived intangible assets were not impaired during fiscal 2018, 2017, or 2016.2021 as the estimated fair values of the company's material indefinite-lived intangible assets substantially exceeded their carrying values. Further, the company concluded its indefinite-lived intangible assets were not impaired during fiscal 2020 and 2019 based on the same quantitative impairment analysis performed in each respective prior fiscal year.
Other Long-Lived Assets
Other long-lived assets primarily consist of property, plant and equipment; right-of-use assets associated with operating lease agreements, capitalized implementation costs for hosted cloud-computing arrangements; finite-lived intangible assets, and definite-lived intangible assets.other assets, as applicable. The company's definite-livedfinite-lived intangible assets are identifiable assets that arose fromwere acquired as a result of business combinations or asset acquisitions consistingand primarily consist of customer relationships and lists, developed technology, patents, trade names, non-compete agreements, customer relationships, trade names, and developed technologyorder backlog and are generally amortized on a straight-line basis over periods rangingtheir expected useful lives, which typically range from oneseveral months to 20 years.years depending on the nature of the finite-lived intangible asset.
The company reviews other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset, or asset group, may not be recoverable. Asset groups have identifiable cash flows and are largely independent of other asset groups. An impairment loss is recognized when estimated undiscounted future cash flows from the operation or disposition of the asset group are less than the carrying amount of the asset group. Measurement of an impairment loss is based on the excess of the carrying amount of the asset group over its fair value. Fair value is generally measured using a discounted cash flow model or independent appraisals,
as appropriate. Based on the company's impairment analysis for other long-lived assets, theThe company did not have anyrecord an impairment lossesloss for fiscal 2018, 20172021, 2020, and 2016.2019 as the company's long-lived assets were determined to not be at risk for impairment as no events or changes in circumstances were identified that would indicate that the carrying amount of an asset, or asset group, may not be recoverable.
For other long-lived assets to be abandoned, the company tests for potential impairment. If the company commits to a plan to abandon or dispose of an other long-lived asset, or asset group, before the end of its previously estimated useful
life, depreciation or amortization estimatesexpense is recognized over the revised estimated useful life.
Leases
The company enters into contracts that are, revised.or contain, operating lease agreements that convey the company's right to direct the use of, and obtain substantially all of the economic benefits from, an identified asset for a defined period of time in exchange for consideration. The lease term begins and is determined upon lease commencement, which is the point in time when the company takes possession of the identified asset, and includes all non-cancelable periods.
Lease liabilities represent the company's obligation to make lease payments arising from the lease agreement. The company accounts for operating lease liabilities at lease commencement and on an ongoing basis as the present value of the minimum remaining lease payments under the respective lease term. Lease payments are determined at lease commencement and represent fixed lease payments as defined within the respective lease agreement or, in the case of certain lease agreements, variable lease payments that are measured as of the lease commencement date based on the prevailing index or market rate. Future adjustments to variable lease payments are defined and scheduled within the respective lease agreement and are determined based upon the prevailing market or index rate at the time of the adjustment relative to the market or index rate determined at lease commencement. Certain other lease agreements contain variable lease payments that are determined based upon actual utilization of the identified asset. Such future adjustments to variable lease payments and variable lease payments based upon actual utilization of the identified asset are not included within the determination of lease payments at commencement but rather, are recorded as variable lease expense in the period in which the variable lease cost is incurred. The company has operating leases with both lease components and non-lease components. For purposes of determining lease payments, the company accounts for lease components separately from non-lease components based on the relative market value of each component. Non-lease components typically consist of common area maintenance, utilities, and/or other repairs and maintenance services. The costs related to non-lease components are not included within the determination of lease payments at commencement. Minimum remaining lease payments are discounted to present value based on the rate implicit in the operating lease agreement or the estimated incremental borrowing rate at lease commencement if the rate implicit in the lease is not readily determinable. Minimum remaining lease payments are generally discounted to present value based the estimated incremental borrowing rate at lease commencement as the rate implicit in the lease is generally not readily determinable.
Right-of-use assets represent the company's right to use an underlying asset throughout the lease term and are measured as the amount of the corresponding operating lease liability for the respective operating lease agreement, adjusted for prepaid or accrued lease payments, the remaining balance of
any lease incentives received, unamortized initial direct costs, and impairment of the operating lease right-of-use asset, as applicable.
Lease expense for the company's operating leases is recognized on a straight-line basis over the lease term and is recorded within either cost of sales or selling, general and administrative expense in the Consolidated Statements of Earnings depending on the nature and use of the identified asset underlying the respective operating lease arrangement. The company does not recognize right-of-use assets and lease liabilities, but does recognize lease expense on a straight-line basis, for short-term operating leases which have a lease term of 12 months or less and do not include an option to purchase the underlying asset.
Accounts Payable
The company has a supply chain finance service agreement with a third partythird-party financial institution to provide a web-based platform that facilitates the ability of participating suppliers' abilitysuppliers to finance payment obligations from the company with the third partythird-party financial institution. Participating suppliers may, at their sole discretion, make offers to finance one or more payment obligations of the company prior to their scheduled due dates at a discounted price to the third partythird-party financial institution. The company's obligations to its suppliers, including amounts due and scheduled payment dates, are not affected by suppliers' decisions to finance amounts under this supply chain finance arrangement. As of October 31, 20182021 and 2017, $33.02020, $91.6 million and $24.5$63.5 million, respectively, of the company's outstanding payment obligations had been placed onwere financed by participating suppliers through the accounts payablethird-party financial institution's supply chain finance web-based platform.
Insurance
The company is self-insured for certain losses relating to employee medical, dental, workers' compensation, and certain product liability claims. Specific stop loss coverages are provided for catastrophic claims in order to limit exposure to significant claims. Losses and claims are charged to operationsnet earnings when it is probable a loss has been incurred and the amount can be reasonably estimated. Self-insured liabilities are based on a number of factors, including historical claims experience, an estimate of claims incurred but not reported, demographic and severity factors, and utilizing valuations provided by independent third-party actuaries.actuaries, as applicable.
Accrued WarrantiesProduct Warranty Guarantees
The company’s products are warranted to provide assurance that the product will function as expected and to ensure customer confidence in design, workmanship, and overall quality. Standard warranty coverage is generally provided for specified periods of time and on select products’ hours of usage, and generally covers parts, labor, and other expenses for non-maintenance repairs. In addition to the standard warranties offered by the company on its products, the company also sells separately priced extended warranty
coverage on select products for a prescribed period after the original warranty period expires. For additional information on the contract liabilities associated with the company's separately priced extended warranties, refer to Note 4, Revenue.
At the time of sale, the company recognizes expense and providesrecords an accrual by product line for estimated costs in connection with forecasted future warranty costs atclaims. The company's estimate of the timecost of sale and also establishes accruals for major rework campaigns. Warranty accruals arefuture warranty claims 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. The company periodically assesses the adequacy of its warranty accruals based on changes in these factors and records any necessary adjustments if the cost of actual claims experience indicates that adjustments to the company's warranty accrual are necessary. Additionally, from time to time, the company may also establish warranty accruals for its estimate of the costs necessary to settle major rework campaigns on a product-specific basis during the period in which the circumstances giving rise to the major rework campaign become known and when the costs to satisfactorily address the situation are both probable and estimable. The warranty accrual for the cost of a major rework campaign is primarily based on an estimate of the cost to repair each affected unit and the number of affected units expected to be repaired.
The changes in accrued warranties were as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | |
| Fiscal Years Ended October 31 | | 2021 | | 2020 | | 2019 |
| Beginning balance | | $ | 107,121 | | | $ | 96,604 | | | $ | 76,214 | |
| Warranty provisions | | 73,666 | | | 60,273 | | | 57,277 | |
| Acquisitions | | — | | | 2,557 | | | 18,418 | |
| Warranty claims | | (71,520) | | | (67,241) | | | (58,878) | |
| Changes in estimates | | 7,516 | | | 14,928 | | | 3,573 | |
| Ending balance | | $ | 116,783 | | | $ | 107,121 | | | $ | 96,604 | |
|
| | | | | | | | |
| Fiscal Years Ended October 31 | | 2018 | | 2017 |
| Beginning balance | | $ | 74,155 |
| | $ | 72,158 |
|
| Warranty provisions | | 49,160 |
| | 46,150 |
|
| Warranty claims | | (45,662 | ) | | (40,940 | ) |
| Changes in estimates | | (1,439 | ) | | (3,213 | ) |
| Ending balance | | $ | 76,214 |
| | $ | 74,155 |
|
DerivativesDerivative Instruments and Hedging Activities
Derivative instruments, consisting mainlyprimarily of forward currency contracts, are used to hedge most foreign currency transactions, including forecasted sales and purchases denominated in foreign currencies. All derivative instruments are recognized on the Consolidated Balance Sheets at fair value as either assets or liabilities. If the derivative instrument is designated as a cash flow hedging instrument, changes in the fair values of the spot rate component of outstanding, highly effective cash flow hedging instruments included in the assessment of hedge effectiveness are recorded in other comprehensive income within accumulated other comprehensive loss (“AOCL”) on the Consolidated Balance Sheets and are subsequently reclassified to net earnings within the Consolidated Statements of Earnings during the same period in which the cash flows of the underlying hedged transaction affect net earnings. Changes in the fair values of hedge components excluded from the
assessment of effectiveness are recognized immediately in net earnings under the mark-to-market approach. Derivatives that are not designated as cash flow hedging instruments are adjusted to fair value through other income, net, on the Consolidated Statements of Earnings.
Foreign Currency Translation and Transactions
The functional currency of the company's foreign operations is generally the applicable local currency. The functional currency is translated into U.S. dollars for balance sheet accounts using the respective current exchange ratesrate in effect as of the balance sheet date for balance sheet accounts and for revenue and expense accounts using athe respective weighted-average exchange rate during the fiscal year.year for revenue and expense accounts. The resulting translation adjustments are deferred as a component of other comprehensive income within the Consolidated Statements of Comprehensive Income and the Consolidated Statements of Stockholders' Equity. Gains or losses resulting from transactions denominated in foreign currencies are included in other income, net in the Consolidated Statements of Earnings.
Debt Issuance Costs
Debt issuance costs incurred in connection with securing the company’s financing arrangements are capitalized and amortized over the term of the respective financing arrangement under the straight-line method as the results obtained are not materially different from those that would result from the use of the effective interest method. Debt issuance costs are generally presented in the Consolidated Balance Sheets as a direct deduction from the carrying amount of the outstanding borrowings, consistent with debt discounts. However, the company classifies the debt issuance costs related to its $600.0 million five-year senior unsecured revolving credit facility ("revolving credit facility") within other assets on the Consolidated Balance Sheets, regardless of whether the company has any outstanding borrowings on the revolving credit facility. Debt issuance costs related to borrowings that are fully extinguished in advance of the maturity date are charged to expense at the time of retirement of the borrowings. Debt issuance costs, net of accumulated amortization, were $4.6 million and $3.9 million as of October 31, 2021 and 2020, respectively.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years that those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income tax expense in the period that includes
the enactment date. A valuation allowance is provided when, in management's judgment, it is more likely than not that some portion or all of the deferred tax asset will not be realized. The company believes it has reflected the necessary deferred tax assets and liabilities in the
accompanying Consolidated Balance Sheets. Management believes the future tax deductions will be realized principally through carryback tofuture taxable income, in prior years, future reversals of existing taxable temporary differences, and futurecarryback to taxable income.income in prior years.
The company recognizes the effect of income tax positions only if those positions areit is more likely than not of beingthat those positions will be sustained. Recognized income tax positions are measured at the largest amount that is greater than 5050.0 percent likely of beingto be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The company also records interest and penalties related to unrecognized tax benefits within income tax expense.
Revenue Recognition
The company's primary source of revenue is generated through the sale of equipment and irrigation products, as well as rendering of services to its customers. As a result, the company enters into contracts with its customers for the sale of products or rendering of services in the ordinary course of business, which generally occurs at the time the company receives and accepts a purchase or sales order under a sales contract with a customer. The company recognizes revenue forwhen, or as, performance obligations under the terms of a contract with its customer are satisfied, which generally occurs with the transfer of control of product sales when persuasive evidence of an arrangement exists, title and risk of ownership passes to the customer, the sales price is fixed or determinable and collectability is probable. These criteria are typically metservices at the time a product is shipped, or in the case of certain agreements, when a product is delivered. A provisiondelivered or as services are rendered. Revenue is maderecognized based on the transaction price, which is measured as the amount of consideration the company expects to receive in exchange for transferring product or rendering services pursuant to the terms of the contract with a customer. The amount of consideration the company receives and the revenue the company recognizes varies as a result of variable consideration. Variable consideration is recorded at the time the related revenue is recognized for estimatedas a reduction of the transaction price and typically occurs as a result of certain of the company's sales promotion and incentive programs offered to customers that are determined to represent price concessions, as well as anticipated product returns, floor plan costs, rebates, and other sales promotion expenses. Sales, use, value-added and other excise taxes are not recognized in revenue. Freight revenue billedwhen applicable. If a contract contains more than one performance obligation, the transaction price is allocated to customers is included in net sales.
The company ships someeach performance obligation based on the relative standalone selling price of its products to a key retailer's distribution centers on a consignment basis. The company retains title to its products stored at the distribution centers. As the company's products are removed from the distribution centers by the key retailer and shipped to the key retailer's stores, title passes from the company to the key retailer. At that time, the company invoices the key retailer and recognizes revenue for these consignment transactions.respective promised good or service. The company does not offer a right of return for products shipped to the key retailer's storesrecognize revenue in situations where collectability from the distribution centers. From time to time,customer is not probable, and defers the company also stores inventory on a consignment basis at other customers' locations. The amountrecognition of consignment inventory as of October 31, 2018revenue until collection is probable or payment is received and 2017 was $22.7 million and $19.3 million, respectively.performance obligations are satisfied.
Revenue earned from service and maintenance contracts is recognized ratably over the contractual period. Revenue from extended warranty programs is deferred at the time the contract is sold and amortized into net sales using the straight-line method over the extended warranty period.
Sales Promotions and Incentives
At the time of sale,revenue is recognized, the company records an estimatea reduction of the transaction price for the variable consideration associated with certain of the company's sales promotions and incentives programs offered to customers that are determined to represent price concessions. The expense of each sales promotion and incentive costs. The company's estimates of sales promotion and incentive costs are based on the terms of the arrangements with customers, historical payment experience, field inventory levels, volume purchases, and expectations for changes in relevant trends in the future. The expense of each program is
classified as a reduction from gross sales or as a component of selling, general and administrative expense.expense within the Consolidated Statements of Earnings when revenue is recognized, depending on the nature of the program. Generally, the cost of a program is recorded as a reduction from gross sales when revenue is recognized and thus, is considered to be variable consideration, if the expense is determined to represent a price concession because the program either (i) results in an immediate reduction of the transaction price with no anticipated future costs or consideration provided to the customer or (ii) the company anticipates future costs based on historical or expected future business practice for which the company does not receive a distinct good or service in exchange for the future consideration provided to the customer under the program. In other circumstances, the anticipated future cost of a program based on historical or expected future business practice is recorded as selling, general and administrative expense because the company receives a distinct good or service in exchange for the future consideration provided to the customer under the program.
Examples of significant sales promotions and incentive programs in whichthat are considered to be variable consideration because the related expensecost of the program is classified as a reduction from gross sales are as follows:
•Off-Invoice Discounts: The company's costs for off-invoice discounts represent aan immediate reduction in the selling price of itsthe company's products giventhat is realized at the time of sale.
sale with no anticipated future cost or consideration provided to the customer.•Rebate Programs: The company's rebate programs are generally based on claims submitted from either itsthe company's direct customers or end-users of itsthe company's products or are based on purchase or retail sales goals for the company's direct customers of certain quantities or mixes of product during a specified time period, depending upon the program. The amount of the rebate varies based on the specific program and is either a dollar amount or a percentage of the purchase price and can also be based on actual retail price as compared to the company's selling price.
Consideration is typically provided to the company's customers for the company's rebate programs after the initial sale of the company's products to the company's direct customers and thus, there is generally an anticipated future cost at the time revenue is recognized based on historical and expected future business practice.Incentive Discounts: •Financing Programs:The company's costs for incentive discount programs are based on its customers’ purchase or retail sales goals of certain quantities or mixes of product during a specified time period, which are tracked on an annual or quarterly basis depending on the program.
Financing Programs: The company's costs for financing programs namelyconsist of wholesale floor planningplan financing programs with Red Iron and separate third-party financial institutions and end-user retail financing. Costs incurred for wholesale floor plan financing programs represent financing costs associated with programs under which it pays a portionthe company shares the expense of the interest cost to financefinancing distributor and dealer inventories through third partythird-party financing arrangements for a specific period of time. RetailThis charge represents interest for a pre-established
length of time based on a predefined rate from the contract between the company and Red Iron or the separate third-party financial institution to finance distributor and dealer inventory purchase. The wholesale financing costs for distributor and dealer inventories were $20.8 million, $24.1 million, and $44.5 million for the fiscal years ended October 31, 2021, 2020 and 2019, respectively. End-user retail financing is similar to floor planning with the difference being that retail financing programs are offered to end-user customers under which the company, paysat its discretion, may pay a portion of interest costs on behalf of end-users for financing purchases of itsthe company's equipment.
Commissions Paid to Home Center Customers: The company pays commissions to home center customers as an off-invoice discount. These commissions do not represent any selling effort by the home center customer but rather is a discount from the selling price of the product.
Examples of significant sales promotions and incentive programs in whichthat are not considered to be variable consideration because the related expensecost of the program is classified as a component of selling, general, and administrative expense are as follows:
•Commissions Paid to Distributors and Dealers: For certain products, the company uses a distribution network of dealers and distributors that purchase and take possession of products for sale to the end customer. In addition, theThe company also has dealers and distributors that act as sales agents for it on certain products using a direct-
sellingdirect-selling type model. Under this direct-selling type model, the company's network of distributors and dealers facilitates a sale directly to the dealer or end-user customer on its behalf. Commissions to distributors and dealers in these instances represent commission payments to sales agents that are also its customers. In addition, TTC dealers are often paid a commission to set up and deliver riding product purchased at certain home centers.
•Cooperative Advertising: Cooperative advertising programs are based on advertising costs incurred by distributors and dealers for promoting the company's products. The company supports a portion of those advertising costs in which claims are submitted by the distributor or dealer along with evidence of the advertising material procured/produced and evidence of the cost incurred in the form of third partythird-party invoices or receipts.
Regardless of classification of the cost of the sales promotion and incentive program within the Consolidated Statements of Earnings, the company records an accrual within the Consolidated Balance Sheets for the estimated future expense of certain of its sales promotion and incentive programs for which the company anticipates a future cost based on historical or expected future business practice by using the expected value method and applying the portfolio approach practical expedient under the accounting standards codification guidance for revenue from contracts with customers. Under such approach, the company's determination of variable consideration and the related accrual associated with the estimated expense of certain of the company's sales promotions and incentives programs is primarily based on the terms of the sales arrangements and sales promotion and incentive programs with customers,
historical payment and rebate claims experience, field inventory levels, quantity or mix of products purchased, forecasted sales volumes, types of programs offered, and expectations for the acceptance of sales promotion and incentive programs offered in the future or changes in other relevant trends.
Cost of Sales
Cost of sales is primarily comprised of direct materials and supplies consumed to manufacture the company's products, as well as compensations costs for manufacturing labor and direct overhead expense necessary to convert direct materials and supplies into finished product. Cost of sales also includes inbound freight costs for the procurement of direct materials and supplies outbound freight costs forand shipping products to customers, obsolescencecustomers; charges associated with inventory valuation adjustments for excess, slow-moving, and obsolete inventory; depreciation and amortization expense on manufacturing-related tangible and intangible assets; operating lease expense related to leased manufacturing assets; cost of services provided, andprovided; cash discounts on payments to vendors.vendors, and other manufacturing-related costs.
Selling, General and Administrative Expense
Selling, general and administrative expense is primarily comprised of payroll and benefitcompensation costs for non-manufacturing labor, occupancy and operating costs of distribution and corporate facilities, warranty expense, depreciation and amortization expense on non-manufacturing tangible and intangible assets, operating lease expense related to leased non-manufacturing assets; advertising, and marketing, expenses,and selling expenses, engineering and research costs, information systems costs, incentive and profit sharing expense, and other miscellaneous administrative costs, such as legal costs for internal and outside services that are expensed as incurred.
Cost of Financing Distributor / Dealer Inventory
The company enters into limited inventory repurchase agreements with Red Iron and in limited instances, a third-party financing company for certain of the company's independent dealers in Australia. The company has repurchased immaterial amounts of inventory under these repurchase agreements over the last three fiscal years.
Included as a reduction to gross sales are costs associated with programs under which the company shares the expense of financing distributor and dealer inventories, referred to as floor plan expenses. This charge represents interest for a pre-established length of time based on a predefined rate from a contract with a third party financing company to finance distributor and dealer inventory purchases. These financing arrangements are used by the company to assist customers in financing inventory. The financing costs for distributor and dealer inventories were $37.1 million, $30.1 million, and $28.8 million for the fiscal years ended October 31, 2018, 2017 and 2016, respectively.
Advertising Expense
General advertising expenditures are expensed the first time advertising takes place. Production costs associated with advertising are expensed in the period incurred. Cooperative advertising represents expenditures for shared advertising costs that the company reimburses to customers and is classified as a component of selling, general and administrative expense.expense within the Consolidated Statements of Earnings. These obligations are accrued and expensed when the related revenues are recognized in accordance with the sales promotion and incentive programs established for variouscertain product lines. Advertising costs were $46.4$50.5 million, $43.0$50.3 million, and $41.8$43.5 million for the fiscal years ended October��October 31, 2018, 2017,2021, 2020, and 2016,2019, respectively.
Engineering and Research Expense
The company's engineering and research costs are expensed as incurred as a component of selling, general and administrative expense within the Consolidated Statements of Earnings and are primarily incurred in connection with the development of new products that may have additional applications or represent extensions of existing product lines,
improvements or enhancements to existing products, and cost reduction efforts. Costs incurred for engineering and research activities were $83.5$141.0 million, $80.4$124.1 million, and $77.4$109.1 million for the fiscal years ended October 31, 2018, 2017,2021, 2020, and 2016,2019, respectively.
Stock-Based Compensation Expense
The company's stock-based compensation awards are generally granted to executive officers, other employees, and non-employee members of the company's Board of Directors ("Board"), and include unrestricted common stock awards, performance share awards that are contingent on the achievement of performance goals of the company, non-qualified stock options, and restricted stock units. Generally, compensation expense equal to the grant date fair value determined under the Black-Scholes valuation method is recognized for these awards over the vesting period and is classified in selling, general and administrative expense.expense within the Consolidated Statements of Earnings. For stock options and restricted stock units, expense recognized for other employees not considered executive officers and non-employee Board members is net of estimated forfeitures, which is based on historical forfeiture experience. Stock options granted to executive officers and other employees are subject to accelerated expensing if the option holder meets the retirement definition set forth in The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as amended and restated (the "2010 plan"). In that case, the fair value of the options is expensed in the fiscal year of grant because generally, if the option holder must beis employed as of the end of the fiscal year in which the options are granted, in order for thesuch options towill not be forfeited but continue to vest according to their schedule following retirement. Similarly, if a non-employee director has served on
Other Income, Net
Other income, net primarily consists of the company's Boardproportionate share of Directorsincome or losses from the company's Red Iron joint venture, realized foreign currency exchange rate gains and losses, interest and dividend income, gains or losses recognized on actuarial valuation changes for ten full fiscal years or more, the awards vest immediately upon retirement;our pension and therefore, the fair value of the options granted is fully expensed on the date of the grant. See Note 9 for additional information regarding stock-based compensation plans.post-retirement plans, retail financing revenue, and other miscellaneous income.
Net Earnings Per Share
Basic net earnings per share is calculated usingas net earnings available to common stockholders divided by the weighted-average number of shares of common stock outstanding during the year plus the assumed issuance of contingent shares.shares related to performance share awards under the 2010 plan. Diluted net earnings per share is similar to basic net earnings per share except that the weighted-average number of shares of common stock outstanding plus the assumed issuance of contingent
shares is increased to include the number of additional shares of common stock that would have been outstanding assuming the issuance of all potentially dilutive shares, such as common stock to be issued upon exercise of options, contingently issuable shares, and restricted stock units.
Reconciliations of basic and diluted weighted-average shares of common stock outstanding are as follows (in thousands):
| | | (Shares in thousands) | | 2018 | | 2017 | | 2016 | |
| Fiscal Years Ended October 31 | | Fiscal Years Ended October 31 | | 2021 | | 2020 | | 2019 |
| Basic | | | | | | | Basic | |
| Weighted-average number of shares of common stock | | 106,356 |
| | 108,299 |
| | 109,816 |
| Weighted-average number of shares of common stock | | 107,336 | | | 107,647 | | | 106,762 | |
| Assumed issuance of contingent shares | | 13 |
| | 13 |
| | 18 |
| Assumed issuance of contingent shares | | 5 | | | 11 | | | 11 | |
| Weighted-average number of shares of common stock and assumed issuance of contingent shares | | 106,369 |
| | 108,312 |
| | 109,834 |
| |
| Weighted-average number of shares of common stock outstanding – Basic | | Weighted-average number of shares of common stock outstanding – Basic | | 107,341 | | | 107,658 | | | 106,773 | |
| | | | | | | | |
| Diluted | | |
| | |
| | |
| Diluted | | | | | | |
| Weighted-average number of shares of common stock and assumed issuance of contingent shares | | 106,369 |
| | 108,312 |
| | 109,834 |
| |
| Weighted-average number of shares of common stock outstanding – Basic | | Weighted-average number of shares of common stock outstanding – Basic | | 107,341 | | | 107,658 | | | 106,773 | |
| Effect of dilutive securities | | 2,288 |
| | 2,940 |
| | 2,153 |
| Effect of dilutive securities | | 1,132 | | | 1,005 | | | 1,317 | |
| Weighted-average number of shares of common stock, assumed issuance of contingent shares, and effect of dilutive securities | | 108,657 |
| | 111,252 |
| | 111,987 |
| |
| Weighted-average number of shares of common stock outstanding – Diluted | | Weighted-average number of shares of common stock outstanding – Diluted | | 108,473 | | | 108,663 | | | 108,090 | |
Incremental shares from options and restricted stock units are computed byunder the treasury stock method. Options for theStock option awards to purchase of 424,089, 353,897,409,851, 447,032, and 310,566716,343 shares of common stock during fiscal 2018, 2017,2021, 2020, and 2016,2019, respectively, were excluded from the computation of diluted net earnings per share of common stock because they were anti-dilutive.
New Accounting Pronouncements Adopted
In July 2015,June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-11, Inventory2016-13, Financial Instruments - Credit Losses (Topic 330)326): Simplifying the Measurement of Inventory. ThisCredit Losses on Financial Instruments, which modifies the measurement approach for credit losses on financial assets measured on an amortized cost basis from an 'incurred loss' method to an 'expected loss' method. Such modification of the measurement approach for credit losses eliminates the requirement that a credit loss be considered probable, or incurred, to impact the valuation of a financial asset measured on an amortized cost basis. The amended guidance changesrequires the measurement principle for inventoryof expected credit losses to be based on relevant information, including historical experience, current conditions, and a reasonable and supportable forecast that affects the collectability of the related financial asset. This amendment affects trade receivables, off-balance-sheet credit exposures, and any other financial assets not excluded from the lowerscope of cost or marketthis amendment that have the contractual right to the lower of cost or net realizable value.receive cash. The amended guidance was adopted in the first quarter of fiscal 2018. The adoption of this guidance did not have an impact on the company's Consolidated Financial Statements.
In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies the accounting for goodwill impairments by eliminating step 2 from the goodwill impairment test. The company elected to early adopt the amended guidance in the fourth quarter of fiscal 2018. The early adoption of this guidance did not have an impact on the company's Consolidated Financial Statements.
In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which amends the hedge accounting recognition, presentation, and effectiveness assessment requirements in Accounting Standards Codification ("ASC") Topic 815. The company elected to early adopt this amended guidance using a modified retrospective basis
effective November 1, 2017 ("adoption date"), which was the first day of the company's first quarter of fiscal 2018. In accordance with the transition provisions of ASU 2017-12, the company is required to eliminate the separate measurement of ineffectiveness for its cash flow hedging instruments existing as of the adoption date through a cumulative effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The company did not record a cumulative effect adjustment to retained earnings to eliminate prior period ineffectiveness amounts recognized in earnings as no such amounts existed within the company’s previously issued Consolidated Financial Statements.
The impact of the early adoption resulted in the following:
The company no longer separately measures and recognizes hedge ineffectiveness within the Consolidated Statements of Earnings. Rather, the company recognizes the entire change in the fair value of highly effective cash flow hedging instruments included in the assessment of hedge effectiveness in other comprehensive income within AOCL on the Consolidated Balance Sheets. The amounts recorded in AOCL will subsequently be reclassified to net earnings in the Consolidated Statements of Earnings within the same line item as the underlying exposure when the underlying hedged transaction affects net earnings.
The company no longer recognizes amounts of hedge components excluded from the assessment of effectiveness (“excluded components”) within other income, net, but instead, on a prospective basis, recognizes and presents excluded components within the same line item in the Consolidated Statements of Earnings as the underlying exposure.
The company elected to not change its policy on accounting for excluded components and will continue to recognize changes in the fair value of excluded components currently in net earnings2021, under the mark-to-market approach.
In addition, certain provisions in the amended guidance require modification to existing disclosure requirements on a prospective basis. Refer to Note 13, Financial Instruments, for disclosures relating to the company's derivative instruments and hedging activities.
In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which provides for the reclassification of the stranded tax effect of remeasuring deferred tax balances related to items within accumulated other comprehensive income ("AOCI") to retained earnings resulting from the Tax Act. The amendment also includes disclosure requirements regarding an entity's accounting policy for releasing income tax effects from AOCI. The company elected to early adopt this guidance as of the beginning of the second quarter of fiscal 2018. The company had $0.1 million of net stranded income tax effects in AOCL within the Consolidated Balance Sheets as a result of the lower U.S. federal corporate tax rate due to the enactment of the Tax Act. The net amount of stranded income tax effects within AOCL was determined under the portfolio
approach and was derived from the deferred tax balances on the company’s pension and post-retirement benefit plans and cash flow hedging derivative instruments. The adoption of the guidance resulted in the transfer of $0.1 million of net stranded income tax effects out of AOCL and into retained earnings with no impact to total stockholders’ equity or net earnings.
In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a cloud-based service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. As a result, certain implementation costs incurred by the customer during the application development stage are to be deferred over the noncancelable term of the hosting arrangement, plus any optional renewal periods that are reasonably certain to be exercised by the customer or for which exercise of the renewal option is controlled by the cloud service provider. Costs incurred during the preliminary project and post-implementation stages are expensed as the activities are performed. The company elected to early adopt the amended guidance in the fourth quarter of fiscal 2018 under the retrospective transition method. The early adoption of this guidance did not have an impact on the company's Consolidated Financial Statements.
New Accounting Pronouncements Not Yet Adopted
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, that updates the principles for recognizing revenue. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. The guidance also requires enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606), which deferred the effective date of this standard by one year. The guidance permits the use of either a retrospective or cumulative effect transition method. As of October 31, 2018, the company has completed its evaluation of the impact of the new guidance on its accounting policies and practices. As a result of the company's evaluation, the adoption of the new guidance will not have a material impact on its Consolidated Financial Statements, including the presentation of net sales in its Consolidated Statements of Earnings. The company will adopt the new guidance on November 1, 2018, the first quarter of fiscal 2019, using the modified retrospective method of adoption applied to those contracts for which the company's performance obligations were not completed as of October 31, 2018. A transition adjustment will be recorded to the company's fiscal
2019 beginning retained earnings balance for the cumulative effect of the change; this transition adjustment is not material to the company's Consolidated Financial Statements. In preparation for adoption of the new guidance, the company has identified and implemented appropriate changes to its business processes, information systems, and internal controls to support the preparation of financial information; however, at this time, none of the changes have, or are reasonably likely to, materially affect the company's internal controls over financial reporting.
In February 2016, the FASB issued ASU No. 2016-02, Leases, which, among other things, requires lessees to recognize most leases on-balance sheet. The standard requires the recognition of right-of-use assets ("ROU assets") and lease liabilities by lessees for those leases classified as operating leases under previous U.S. GAAP. The standard also requires a greater level of quantitative and qualitative disclosures regarding the nature of the entity’s leasing activities than were previously required under U.S. GAAP. In January 2018, the FASB issued ASU No. 2018-01, Leases (Topic 842):Land Easement Practical Expedient for Transition to Topic 842, which provides an optional transition practical expedient to not evaluate existing or expired land easements under the amended lease guidance. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842 (Leases), which provides narrow amendments to clarify how to apply certain aspects of the new lease standard. Additionally, in July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which provides an alternative transition method, that permits an entity to use the effective date of ASU No. 2016-02 as the date of initial application through the recognition of a cumulative effect adjustment to the opening balance of retained earnings upon adoption. Consequently, an entity's reporting for the comparative periods presented in the financial statements in which it adopts the new lease standard will continue to be in accordance with current GAAP under ASC Topic 840, Leases. ASU No. 2016-02, as augmented by ASU No. 2018-01, ASU No. 2018-10, and ASU No. 2018-11 (the "amended guidance"), will become effective for the company commencing in the first quarter of fiscal 2020.
In order to identify and evaluate the impact of the amended guidance on the company's Consolidated Financial Statements, Notes to Consolidated Financial Statements, business processes, internal controls, and information systems, the company has established a cross-functional project management team. This cross-functional project management team is tasked with evaluating the potential implications of the amended guidance, including compiling and analyzing existing explicit lease agreements, reviewing contractual agreements for embedded leases, determining the discount rate to be used in valuing ROU assets and lease liabilities under new and existing leases, and assessing the changes to the company's accounting policies, business processes, internal controls, and information systems that may be necessary to comply with the provisions and all applicable financial statement disclosures required by the amended guidance. At this point in the company's evaluation process, the company has compiled and analyzed existing explicit lease agreements and completed its
initial assessment of its business and system requirements. The company is in the process of selecting a third-party lease accounting software solution; assessing the impact to its internal control environment; evaluating the impact of the amended guidance on its accounting policies, business processes and procedures, and information systems; and, where applicable, reviewing contractual agreements for embedded leases.
The company will adopt the amended guidance on November 1, 2019, the first quarter of fiscal 2020, under the alternative cumulative effect transition method. Upon adoption, the company will recognize ROU assets and corresponding lease liabilities for its operating lease agreements within its Consolidated Balance Sheets. While the company's evaluation of the amended guidance and related implementation activities are ongoing and incomplete, based on the results of the company's evaluation process to date, the company believes the adoption of the amended guidance may have a material impact on the company's Consolidated Balance Sheets, Notes to Consolidated Financial Statements, business processes, internal controls, and information systems. However, the company does not believe the adoption of the amended guidance will have a material impact on the company's Consolidated Statements of Earnings and Consolidated Statements of Cash Flows.
In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting, which provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under Topic 718. The amended guidance will become effective in the first quarter of fiscal 2019 and willdid not have a material impact on the company's Consolidated Financial Statements.
In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718):Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of ASC Topic 718 to include share-based payments granted to nonemployees in exchange for goods or services used or consumed in an entity's own operations and supersedes the guidance in ASC Topic 505-50. The amended guidance will become effective in the first quarter of fiscal 2020. Early adoption is permitted but not prior to adopting ASC Topic 606, Revenue from Contracts with Customers. The company is currently evaluating the impact of this new standard on its Consolidated Financial Statements.
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) - Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The amended guidance will become effectivewas adopted in the first quarter of fiscal 2021. Early adoption is permitted for any removed or modified disclosures. The company is currently evaluating2021 and did not have a material impact on the impact of this new standard on itscompany's Consolidated Financial Statements.
In August 2018, the FASB issued ASU No. 2018-14,Compensation - Retirement Benefits - Defined Benefit Plans (Topic 715), which modifies the disclosure requirements for defined benefit pension plans and other post-retirement plans. The amended guidance will become effectivewas adopted in the first quarter of fiscal 2021. Early adoption is permitted.2021 and did not have a material impact on the company's Consolidated Financial Statements.
New Accounting Pronouncements Not Yet Adopted
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. The amended guidance also clarifies and simplifies other aspects of the accounting for income taxes under ASC Topic 740, Income Taxes. The company is currently evaluatingwill adopt the amended guidance on November 1, 2021, the first quarter of fiscal 2022, and such adoption will not have a material impact of this new standard on itsthe company's Consolidated Financial Statements.
No other newIn January 2020, the FASB issued ASU No. 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815), which clarified that before applying or upon discontinuing the equity method of accounting pronouncementfor an investment in equity securities, an entity should consider observable transactions that has been issued but not yet effectiverequire it to apply or discontinue the equity method of accounting for the purposes of applying the fair value measurement alternative. The company duringwill adopt the amended guidance on November 1, 2021, the first quarter of fiscal 2018 has had, or2022, and such adoption will not have a material impact on the company's Consolidated Financial Statements.
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional guidance to ease the potential burden of accounting for reference rate reform due to the cessation of the London Interbank Offered Rate, commonly referred to as "LIBOR." The temporary guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, relationships, and transactions affected by reference rate reform if certain criteria are met. The guidance was effective upon issuance on March 12, 2020 and the provisions of the temporary optional guidance provided by the ASU may be elected on a prospective basis from the beginning of an interim period that includes the issuance date of the ASU through December 31, 2022, when the reference rate reform activity is expected to be substantially complete. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, to provide supplemental guidance and to further clarify the scope of the amended guidance. At this time, the company does not have receivables, hedging relationships, or operating lease agreements that reference LIBOR or another reference
rate expected to be discontinued and therefore, the company has not applied the optional practical expedients under this ASU to these classes of assets. On October 5, 2021, the company entered into an amended and restated credit agreement and at such time, the company concluded that the optional practical expedients provided by the ASU would not be elected as the required criteria were not met. The amended and restated credit agreement includes a transition clause in the event LIBOR is discontinued and the company's other fixed-rate financing agreements do not reference LIBOR or another reference rate expected to be discontinued as disclosed in Note 6, Indebtedness. As such, the company does not expect the transition of LIBOR to have a material impact on the company's Consolidated Financial Statements.Statements; however, a review of other contracts and agreements is underway and is expected to be completed prior to December 31, 2022.
The company believes that all other recently issued accounting pronouncements from the FASB that the company has not noted above, will not have a material impact on its Consolidated Financial Statements or do not apply to its operations. |
| | | | |
| 2 | ACQUISITIONSBusiness Combinations and Asset Acquisitions |
L.T. Rich Products, Inc.Asset Acquisitions
Effective November 4, 2020, during the first quarter of fiscal 2021, the company completed the acquisition of Turflynx, Lda, a developer of innovative autonomous solutions for turf management and effective March 19, 2018,1, 2021, during the second quarter of fiscal 2021, the company completed the acquisition of Left Hand Robotics, Inc., a developer of innovative autonomous solutions for turf and snow management. These acquisitions complement and support the development of alternative power, smart-connected, and autonomous products within the company's Professional and Residential segments. Neither of these acquisitions met the definition of a business combination as substantially all of the fair value of the gross assets acquired in each acquisition was concentrated in the respective finite-lived developed technology other intangible asset and as a result, the company accounted for each of these transactions as an asset acquisition. In an asset acquisition, goodwill is not recognized, but rather, any excess purchase consideration over the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable net assets as of the acquisition date and any direct acquisition-related transaction costs are capitalized as part of the purchase consideration. These asset acquisitions were immaterial in relation to the company's Consolidated Financial Condition and Results of Operations and as a result, additional purchase accounting disclosures have been omitted.
Venture Products, Inc. ("Venture Products")
On March 2, 2020 ("Venture Products closing date"), pursuant to an Agreement and Plan of Merger ("Venture Products merger agreement") and an agreement to purchase the real property used by Venture Products ("Venture Products purchase agreement") both dated January 20, 2020, the company completed its acquisition of Venture Products ("Venture Products transaction"), a privately held Ohio corporation and the manufacturer of Ventrac-branded products. Venture Products designs, manufactures, markets, and sells articulating turf, landscape, and snow and ice management equipment for grounds, landscape contractor, golf, municipal, and rural acreage customers and provides innovative product offerings that broadened and strengthened the company's Professional segment and expanded its dealer network.
The Venture Products transaction was structured as a merger, pursuant to which a wholly-owned subsidiary of the company merged with and into Venture Products, with Venture Products continuing as the surviving entity and a wholly-owned subsidiary of the company. As a result of the merger, all of the outstanding equity securities of Venture Products were canceled and only represented the right to receive the applicable consideration as described in the Venture Products merger agreement. The Venture Products purchase agreement was with an affiliate of Venture Products and was for the real estate used by Venture Products. As of the Venture Products closing date, the company paid preliminary merger consideration of $165.9 million, which consisted of a cash payment of $136.4 million ("initial cash payment") and a $29.5 million holdback to satisfy any indemnification or certain other obligations of Venture Products to the company. The preliminary merger consideration was subject to certain customary adjustments, which were finalized during the third quarter of fiscal 2020 and resulted in an aggregate merger consideration of $163.2 million ("Venture Products purchase price") and at such time, $4.5 million of the holdback set aside for such customary adjustments was released accordingly. During fiscal 2021, $24.9 million of cash consideration was paid to the former Venture Products shareholders to release the remaining holdback amount upon the satisfaction of indemnification and certain other obligations of Venture Products to the company. The company funded the cash payment with borrowings under its revolving credit facility and net cash provided by operating activities. For additional information regarding the company's revolving credit facility, refer to Note 6, Indebtedness.
As a result of the acquisition, the company incurred $0.6 million of acquisition-related transaction costs, all of which were incurred during the fiscal year ended October 31, 2020 and recorded within selling, general and administrative expense within the Consolidated Statements of Earnings for such fiscal period.
Venture Products Purchase Price Allocation
The company accounted for the acquisition in accordance with the accounting standards codification guidance for business combinations, whereby the Venture Products purchase price was allocated to the acquired net tangible and intangible assets of Venture Products based on their estimated fair values as of the Venture Products closing date. Such fair values were based on internal company and independent external third-party valuations. The following table summarizes the allocation of the Venture Products purchase price to the fair values assigned to the Venture Products assets acquired and liabilities assumed (in thousands):
| | | | | | | | |
| | March 2, 2020 |
| Cash and cash equivalents | | $ | 3,476 | |
| Receivables | | 6,342 | |
| Inventories | | 23,000 | |
| Prepaid expenses and other current assets | | 239 | |
| Property, plant and equipment | | 26,976 | |
| Goodwill | | 61,225 | |
| Other intangible assets: | | |
| Finite-lived customer-related | | 19,100 | |
| Indefinite-lived trade name | | 56,200 | |
| Accounts payable | | (4,075) | |
| Accrued liabilities | | (5,196) | |
| Deferred income tax liabilities | | (20,586) | |
| Total fair value of net assets acquired | | 166,701 | |
| Less: cash and cash equivalents acquired | | (3,476) | |
| Total Venture Products purchase price | | $ | 163,225 | |
The goodwill recognized is primarily attributable to the value of the workforce, the reputation of Venture Products, expected future cash flows, and expected synergies, including customer and dealer growth opportunities and integrating and expanding existing product lines. Key areas of expected cost synergies include increased purchasing power for commodities, components, parts, and accessories, and supply chain consolidation. The goodwill resulting from the acquisition of Venture Products was recognized within the company's Professional segment and is non-deductible for tax purposes. During the first quarter of fiscal 2021, the company completed its valuation of income taxes to finalize the Venture Products purchase price allocation, which resulted in a decrease to the carrying amount of goodwill of $1.0 million from $412.1 million as of October 31, 2020. Such purchase accounting adjustment did not impact the company's Consolidated Statements of Earnings for fiscal 2021.
The allocation of the Venture Products purchase price to the net assets acquired resulted in the recognition of $75.3 million of other intangible assets as of the Venture Products closing date. The fair values of the acquired trade name and customer-related intangible assets were determined using the income approach whereby an intangible asset's fair value is equal to the present value of future economic benefits expected to be derived from ownership of the asset. The useful lives of the acquired trade name and customer-related intangible assets were determined based on the period of
expected cash flows used to measure the fair value of the respective intangible assets adjusted as appropriate for entity-specific factors including legal, regulatory, contractual, competitive, economic, and/or other factors that may limit the useful life of the respective intangible asset. The fair value of the indefinite-lived trade name was determined using the relief from royalty method, which is based on the hypothetical royalty stream that would be received if the company were to license the trade name and was based on expected future revenues. The fair value of the customer-related intangible asset was determined using the excess earnings method and was based on the expected operating cash flows attributable to the customer-related intangible asset, which was determined by deducting expected economic costs, including operating expenses and contributory asset charges, from revenue expected to be generated from the customer-related intangible asset. As of the Venture Products closing date, the weighted-average useful life of the finite-lived customer-related intangible asset was determined to be 16.0 years.
The Charles Machine Works, Inc. ("CMW")
On April 1, 2019 ("CMW closing date"), pursuant to the Agreement and Plan of Merger dated February 14, 2019 ("CMW merger agreement"), the company completed the acquisition of CMW ("CMW transaction"), a privately held Oklahoma corporation. CMW designs, manufactures, and markets a range of professional products to serve the underground construction market, including horizontal directional drills, walk and ride trenchers, stand-on skid steers, vacuum excavators, asset locators, pipe rehabilitation solutions, and after-market tools. CMW provides innovative product offerings that broadened and strengthened the company's Professional segment product portfolio and expanded its dealer network, while also providing a complementary geographic manufacturing footprint.
The CMW transaction was structured as a merger, pursuant to which a wholly-owned subsidiary of the company merged with and into CMW, with CMW continuing as the surviving entity and a wholly-owned subsidiary of the company. As a result of the merger, all of the outstanding equity securities of CMW were canceled and only represented the right to receive the applicable consideration as described in the CMW merger agreement. At the CMW closing date, the company paid preliminary merger consideration of $679.3 million. The preliminary merger consideration was subject to certain customary adjustments that were finalized during the fourth quarter of fiscal 2019, which resulted in an aggregate merger consideration of $685.0 million ("CMW purchase price"). The company funded the CMW purchase price by using a combination of cash proceeds from the issuance of borrowings under the company's $500.0 million unsecured senior term loan credit agreement and borrowings from the company's revolving credit facility. For additional information regarding the financing agreements utilized to fund the CMW purchase price, refer to Note 6, Indebtedness.
As a result of the acquisition, the company incurred $10.2 million of acquisition-related transaction costs, all of which were incurred during the fiscal year ended October 31, 2019 and recorded within selling, general and administrative expense within the Consolidated Statements of Earnings for such fiscal period.
CMW Purchase Price Allocation
The company accounted for the acquisition in accordance with the accounting standards codification guidance for business combinations, whereby the CMW purchase price was allocated to the acquired net tangible and intangible assets of CMW based on their estimated fair values as of the CMW closing date. Such fair values were based on internal company and independent external third-party valuations. The following table summarizes the allocation of the CMW purchase price to the fair values assigned to the CMW assets acquired and liabilities assumed (in thousands):
| | | | | | | | |
| | April 1, 2019 |
| Cash and cash equivalents | | $ | 16,341 | |
| Receivables | | 65,674 | |
| Inventories | | 241,429 | |
| Prepaid expenses and other current assets | | 8,050 | |
| Property, plant and equipment | | 142,779 | |
| Goodwill | | 134,657 | |
| Indefinite-lived other intangible assets: | | |
| Trade names | | 103,700 | |
| Finite-lived other intangible assets: | | |
| Customer-related | | 130,800 | |
| Developed technology | | 20,900 | |
| Trade names | | 5,200 | |
| Backlog | | 3,590 | |
| Other long-term assets | | 7,971 | |
| Accounts payable | | (35,892) | |
| Accrued liabilities | | (51,943) | |
| Deferred income tax liabilities | | (85,277) | |
| Other long-term liabilities | | (6,665) | |
| Total fair value of net assets acquired | | 701,314 | |
| Less: cash and cash equivalents acquired | | (16,341) | |
| Total CMW purchase price | | $ | 684,973 | |
The goodwill recognized is primarily attributable to the value of the workforce, the reputation of CMW and its brands, customer and dealer growth opportunities, and expected synergies. Key areas of expected cost synergies include increased purchasing power for commodities, components, parts, and accessories, supply chain consolidation, and administrative efficiencies. The goodwill resulting from the acquisition of CMW was recognized within the company's Professional segment and is mostly non-deductible for tax purposes. During the second quarter of fiscal 2020, the company completed its valuation of income taxes to finalize the CMW purchase price allocation, which resulted in a decrease to the carrying amount of Professional segment goodwill of $0.9 million from $350.3 million as of October 31, 2019. Such purchase accounting adjustment did not impact the company's Consolidated Statements of Earnings for fiscal 2020.
The allocation of the purchase price to the net assets acquired resulted in the recognition of $264.2 million of other intangible assets as of the CMW closing date. The fair values of the acquired trade name, customer-related, developed technology and backlog intangible assets were determined using the income approach whereby an intangible asset's fair value is equal to the present value of future economic benefits expected to be derived from ownership of the asset. The useful lives of the other intangible assets were determined based on the period of expected cash flows used to measure the fair value of the intangible assets adjusted as appropriate for entity-specific factors including legal, regulatory, contractual, competitive, economic, and/or other factors that may limit the useful life of the respective intangible asset. As of the CMW closing date, the acquired finite-lived intangible assets had a weighted average useful life of 16.6 years. The fair values of both the indefinite-lived and finite-live trade names were determined using the relief from royalty method, which is based on the hypothetical royalty stream that would be received if the company were to license the trade name and was based on expected future revenues. The weighted-average useful life of the finite-lived trade name intangible assets was determined to be 20.0 years as of the CMW closing date. The fair values of the finite-lived customer-related, developed technology, and backlog intangible assets were determined using the excess earnings method and were based on the expected operating cash flows attributable to the respective other intangible asset, which were determined by deducting expected economic costs, including operating expenses and contributory asset charges, from revenue expected to be generated from the respective intangible asset. As of the CMW closing date, the weighted-average useful lives of the finite-lived customer-related, developed technology, and backlog intangible assets were determined to be 18.3 years, 7.8 years, and 6 months, respectively.
Unaudited Pro Forma Financial Information
Unaudited pro forma financial information represents the company's fiscal 2019 acquisition of CMW as though the acquisition had taken place at the beginning of fiscal 2018 and has been provided for comparative purposes only. The unaudited pro forma financial information is only presented for the fiscal year ended October 31, 2019 as CMW's results are included within the Company's Results of Operations for fiscal 2021 and 2020. The unaudited pro forma financial information is not necessarily indicative of the results that would have been achieved had the acquisition actually taken place at the beginning of fiscal 2018 and the unaudited pro forma financial information does not purport to be indicative of future Consolidated Results of Operations. The unaudited pro forma financial information does not reflect any synergies, operating efficiencies, and/or cost savings that have been and may continue to be realized from the integration of the acquisition.
The unaudited pro forma results for the fiscal year ended October 31, 2019 were adjusted to exclude the pro forma impact of the take-down of the inventory fair value step-up
amount and amortization of the backlog intangible asset; include the pro forma impact of amortization of other intangible assets, excluding backlog, based on the purchase price allocations and useful lives; include the pro forma impact of the depreciation of property, plant, and equipment based on the purchase price allocations and useful lives; include the pro forma impact of additional interest expense relating to the acquisition; exclude the pro forma impact of transaction costs incurred by the company directly attributable to the acquisition; and include the pro forma tax effect of both earnings before income taxes and the pro forma adjustments.
The following table presents unaudited pro forma financial information for fiscal 2019 (in thousands, except per share data):
| | | | | | | | |
| | October 31, 2019 |
| Net sales | | $ | 3,437,335 | |
Net earnings1 | | 363,452 | |
| Basic net earnings per share of common stock | | 3.40 | |
Diluted net earnings per share of common stock1 | | $ | 3.36 | |
1 On January 1, 2019, CMW amended its retiree medical plans so that no employee hired, or rehired, after that date would be eligible for such retiree medical plans. CMW further amended its retiree medical plans on February 14, 2019 so that no employee who terminates employment after February 14, 2019 is eligible to participate in the retiree medical plans and to terminate its retiree medical plans effective December 31, 2019. The amendments and resulting termination of CMW's retiree medical plans resulted in a gain of $45.8 million. This gain is reflected within net earnings in the unaudited pro forma financial information for the fiscal year ended October 31, 2019. The impact on diluted net earnings per share of common stock for the fiscal year ended October 31, 2019 was $0.42 per diluted share of common stock.
Northeastern U.S. Distribution Company
Effective November 30, 2018, during the first quarter of fiscal 2019, the company completed the acquisition of substantially all of the assets of, and assumed certain liabilities for, L.T. Rich Products, Inc.,of, a manufacturer of professional zero-turn spreader/sprayers, aerators, and snow and ice management equipment. The addition of these products broadens and strengthens the company’s Professional segment solutions for landscape contractors and grounds professionals. The purchase price of this acquisition was allocated to the identifiable assets acquired and liabilities assumed based on estimates of their fair value, with the excess purchase price recorded as goodwill. As of October 31, 2018, the company has finalized the purchase accounting for this acquisition. This acquisition was immaterial based on the company's Consolidated Financial Condition and Results of Operations.
Regnerbau Calw GmbH
Effective January 1, 2017, during the first quarter of fiscal 2017, the company completed the acquisition of all the outstanding shares of Regnerbau Calw GmbH ("Perrot"), a privately held manufacturer of professional irrigation equipment. The addition of these products broadens and strengthens the company's irrigation solutions for the sport, agricultural, and industrial markets. The acquisition was funded with existing foreign cash and cash equivalents.Northeastern U.S. distribution company. The purchase price of this acquisition was allocated to the identifiable assets acquired and liabilities assumed based on estimates of their fair value, with the excess purchase price recorded as goodwill. This acquisition was immaterial based on the company's Consolidated Financial Condition and Results of Operations.Operations and as a result, additional purchase accounting disclosures have been omitted.
|
| | | | |
| 3 | INVESTMENT IN JOINT VENTURESegment Data |
In fiscal 2009,The company's businesses are organized, managed, and internally grouped into segments based on similarities in products and services. Segment selection is based on the manner in which the company's chief operating decision maker organizes segments for making operating and investment decisions and assessing performance. The company has identified 11 operating segments and TCFIF,has aggregated certain of those operating segments into 2
reportable segments: Professional and Residential. The aggregation of the company's segments is based on the segments having the following similarities: economic characteristics, types of products and services, types of production processes, type or class of customers, and method of distribution. The company's remaining activities are presented as "Other" due to their insignificance.
The Professional reportable business segment consists of turf and landscape equipment; rental, specialty, and underground construction equipment; snow and ice management equipment; and irrigation and lighting products. Turf and landscape equipment products include sports fields and grounds mowing and maintenance equipment, golf course mowing and maintenance equipment, landscape contractor mowing equipment, landscape creation and renovation equipment, and other maintenance equipment. Rental, specialty, and underground construction equipment products include horizontal directional drills, walk and ride trenchers, stand-on skid steers, vacuum excavators, stump grinders, turf renovation products, asset locators, pipe rehabilitation solutions, materials handling equipment, and other after-market tools. Snow and ice management equipment products primarily include snowplows; stand-on snow and ice removal equipment, including the related snowplow, snow brush, and snow thrower attachments; salt and sand spreaders; and related parts and accessories for light and medium duty trucks, utility task vehicles, skid steers, and front-end loaders. Irrigation and lighting products consist of sprinkler heads, electric and hydraulic valves, controllers, computer irrigation central control systems, coupling systems, and ag-irrigation drip tape and hose products, as well as professionally installed landscape lighting products offered through distributors and landscape contractors that also purchase irrigation products. Professional reportable business segment products are marketed and sold mainly through a subsidiarynetwork of TCF National Bank, established Red Iron, a joint venture in the form of a Delaware limited liability company that primarily provides inventory financing to certain distributors and dealers to professional users engaged in maintaining golf courses, sports fields, municipal properties, agricultural fields, residential and commercial landscapes, and removing snow and ice, as well as directly to government customers, rental companies, and large retailers.
The Residential reportable business segment primarily consists of the company’swalk power mowers, zero-turn riding mowers, snow throwers, replacement parts, and home solutions products, including grass trimmers, hedge trimmers, leaf blowers, blower-vacuums, chainsaws, string trimmers, and underground, hose, and hose-end retail irrigation products sold in the U.S. On November 29, 2016,Australia and New Zealand. Residential reportable business segment products are marketed and sold to homeowners through a network of distributors and dealers, and through a broad array of home centers, hardware retailers, and mass retailers, as well as online.
As further described in Note 7, Management Actions, during
the first quarter of fiscal 2017,2021, the company enteredcompleted the sale of its Northeastern U.S. distribution company. As a result, for the fiscal year ended October 31, 2021, the company's Other activities consisted of the company's wholly-owned domestic distribution company, the company's
corporate activities, and the elimination of intersegment revenues and expenses. For the fiscal year ended October 31, 2020, the company's Other activities consisted of the company's wholly-owned domestic distribution companies, the company's corporate activities, and the elimination of intersegment revenues and expenses. Corporate activities include general corporate expenditures (finance, human resources, legal, information services, public relations, business development, and similar activities) and other unallocated corporate assets and liabilities, such as corporate facilities and deferred tax assets and liabilities.
The accounting policies of the reportable business segments are the same as those described in the summary of significant accounting policies in Note 1, Summary of Significant Accounting Policies and Related Data. The company evaluates the performance of its Professional and Residential reportable business segment results based on earnings from operations plus other income, net. The reportable business segment's operating profits or losses include direct costs incurred at the reportable business segment's operating level plus allocated expenses, such as profit sharing and manufacturing expenses. The allocated expenses represent costs that these operations would have incurred otherwise, but do not include general corporate expenses, interest expense, and income taxes. Operating loss for the company's Other activities includes earnings (loss) from the company's domestic wholly-owned distribution companies, corporate activities, other income, and interest expense. The company accounts for intersegment gross sales at current market prices.
The following tables present summarized financial information concerning the company's reportable business segments and Other activities (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Year Ended October 31, 2021 | | Professional | | Residential | | Other | | Total |
| Net sales | | $ | 2,929,600 | | | $ | 1,010,077 | | | $ | 19,907 | | | $ | 3,959,584 | |
| Intersegment gross sales (eliminations) | | 30,530 | | | 44 | | | (30,574) | | | — | |
| Earnings (loss) before income taxes | | 507,327 | | | 121,516 | | | (129,025) | | | 499,818 | |
| Total assets | | 2,032,350 | | | 388,246 | | | 515,544 | | | 2,936,140 | |
| Capital expenditures | | 79,515 | | | 16,730 | | | 7,767 | | | 104,012 | |
| Depreciation and amortization | | $ | 73,747 | | | $ | 13,470 | | | $ | 12,099 | | | $ | 99,316 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Year Ended October 31, 2020 | | Professional | | Residential | | Other | | Total |
| Net sales | | $ | 2,523,452 | | | $ | 820,745 | | | $ | 34,613 | | | $ | 3,378,810 | |
| Intersegment gross sales (eliminations) | | 46,703 | | | 80 | | | (46,783) | | | — | |
| Earnings (loss) before income taxes | | 426,560 | | | 113,669 | | | (133,159) | | | 407,070 | |
| Total assets | | 1,940,844 | | | 282,061 | | | 630,323 | | | 2,853,228 | |
| Capital expenditures | | 49,975 | | | 13,669 | | | 14,424 | | | 78,068 | |
| Depreciation and amortization | | $ | 70,460 | | | $ | 12,607 | | | $ | 12,548 | | | $ | 95,615 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Year Ended October 31, 2019 | | Professional | | Residential | | Other | | Total |
| Net sales | | $ | 2,443,448 | | | $ | 661,274 | | | $ | 33,362 | | | $ | 3,138,084 | |
| Intersegment gross sales (eliminations) | | 59,453 | | | 310 | | | (59,763) | | | — | |
| Earnings (loss) before income taxes | | 380,914 | | | 65,151 | | | (123,932) | | | 322,133 | |
| Total assets | | 1,592,065 | | | 430,495 | | | 307,987 | | | 2,330,547 | |
| Capital expenditures | | 57,246 | | | 16,970 | | | 18,665 | | | 92,881 | |
| Depreciation and amortization | | $ | 63,885 | | | $ | 11,897 | | | $ | 11,916 | | | $ | 87,698 | |
During fiscal 2021, sales to one customer in the Residential segment accounted for 10.6 percent of total consolidated gross sales. During fiscal 2020 and 2019, no customer accounted for 10.0 percent or more of total consolidated gross sales.
The following table presents the details of operating loss before income taxes for the company's Other activities (in thousands):
| | | | | | | | | | | | | | | | | | | | |
| Fiscal Years Ended October 31 | | 2021 | | 2020 | | 2019 |
| Corporate expenses | | $ | (112,419) | | | $ | (108,396) | | | $ | (124,422) | |
| Interest expense | | (28,659) | | | (33,156) | | | (28,835) | |
| Earnings from wholly-owned domestic distribution companies and other income, net | | 12,053 | | | 8,393 | | | 29,325 | |
| Total operating loss | | $ | (129,025) | | | $ | (133,159) | | | $ | (123,932) | |
The following geographic area data includes net sales based on product shipment destination and long-lived assets, which consist of property, plant and equipment, net, and is based on physical location in addition to allocated capital tooling from U.S. plant facilities (in thousands):
| | | | | | | | | | | | | | | | | | | | |
| Fiscal Years Ended October 31 | | United States | | International Countries | | Total |
| 2021 | | | | | | |
| Net sales | | $ | 3,131,954 | | | $ | 827,630 | | | $ | 3,959,584 | |
| Long-lived assets | | $ | 440,555 | | | $ | 47,176 | | | $ | 487,731 | |
| 2020 | | | | | | |
| Net sales | | $ | 2,700,694 | | | $ | 678,116 | | | $ | 3,378,810 | |
| Long-lived assets | | $ | 426,378 | | | $ | 41,541 | | | $ | 467,919 | |
| 2019 | | | | | | |
| Net sales | | $ | 2,413,153 | | | $ | 724,931 | | | $ | 3,138,084 | |
| Long-lived assets | | $ | 395,937 | | | $ | 41,380 | | | $ | 437,317 | |
The company enters into amendedcontracts with its customers for the sale of products or rendering of services in the ordinary course of business. A contract with commercial substance exists at the time the company receives and accepts a purchase or sales order under a sales contract with a customer. The company recognizes revenue when, or as, performance obligations under the terms of a contract with its customer are satisfied, which generally occurs with the transfer of control of product or services. Control is typically transferred to the customer at the time a product is shipped, or in the case of certain agreements, when a product is delivered or as services are rendered. Revenue is recognized based on the transaction price, which is measured as the amount of consideration the company expects to receive in exchange for transferring product or rendering services pursuant to the terms of the contract with a customer. The amount of consideration the company receives and the revenue the company recognizes varies with changes in the variable consideration associated with the estimated expense of certain of the company's sales promotions and incentives programs offered to customers, as well as anticipated product returns, when applicable. The company recognizes a provision for estimated variable consideration at the time revenue is recognized as a reduction of the transaction price. If a contract contains more than one performance obligation, the transaction price is allocated to each performance obligation based on the relative standalone selling price of the respective promised good or service. The company does not recognize revenue in situations where collectability from the customer is not probable, and defers the recognition of revenue until collection is probable or payment is received and performance obligations are satisfied.
Freight and shipping revenue billed to customers concurrent with revenue producing activities is included within revenue and the cost for freight and shipping is recognized as an expense within cost of sales when control has transferred to the customer. Shipping and handling activities that occur after control of the related products is transferred are treated as a fulfillment activity rather than a promised service, and therefore, are not considered a performance obligation. Sales, use, value-added, and other excise taxes the company collects concurrent with revenue producing activities are excluded from revenue. Incremental costs of obtaining a contract for which the performance obligations will be satisfied within the next twelve months are expensed as incurred. Incidental items, including goods or services, that are immaterial in the context of the contract are recognized as expense when incurred. Additionally, the company has elected not to disclose the balance of unfulfilled performance obligations for contracts with a contractual term of twelve months or less.
The following tables disaggregate the company's reportable segment net sales by similar product type and geographic market (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Year Ended October 31, 2021 | | Professional | | Residential | | Other | | Total |
| Revenue by product type: | | | | | | | | |
| Equipment | | $ | 2,530,777 | | | $ | 975,832 | | | $ | 11,720 | | | $ | 3,518,329 | |
| Irrigation | | 398,823 | | | 34,245 | | | 8,187 | | | 441,255 | |
| Total net sales | | $ | 2,929,600 | | | $ | 1,010,077 | | | $ | 19,907 | | | $ | 3,959,584 | |
| | | | | | | | |
| Revenue by geographic market: | | | | | | | | |
| United States | | $ | 2,268,878 | | | $ | 843,169 | | | $ | 19,907 | | | $ | 3,131,954 | |
| International Countries | | 660,722 | | | 166,908 | | | — | | | 827,630 | |
| Total net sales | | $ | 2,929,600 | | | $ | 1,010,077 | | | $ | 19,907 | | | $ | 3,959,584 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Year Ended October 31, 2020 | | Professional | | Residential | | Other | | Total |
| Revenue by product type: | | | | | | | | |
| Equipment | | $ | 2,175,794 | | | $ | 787,716 | | | $ | 21,785 | | | $ | 2,985,295 | |
| Irrigation | | 347,658 | | | 33,029 | | | 12,828 | | | 393,515 | |
| Total net sales | | $ | 2,523,452 | | | $ | 820,745 | | | $ | 34,613 | | | $ | 3,378,810 | |
| | | | | | | | |
| Revenue by geographic market: | | | | | | | | |
| United States | | $ | 1,976,690 | | | $ | 689,391 | | | $ | 34,613 | | | $ | 2,700,694 | |
| International Countries | | 546,762 | | | 131,354 | | | — | | | 678,116 | |
| Total net sales | | $ | 2,523,452 | | | $ | 820,745 | | | $ | 34,613 | | | $ | 3,378,810 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Year Ended October 31, 2019 | | Professional | | Residential | | Other | | Total |
| Revenue by product type: | | | | | | | | |
| Equipment | | $ | 2,097,965 | | | $ | 628,521 | | | $ | 21,449 | | | $ | 2,747,935 | |
| Irrigation | | 345,483 | | | 32,753 | | | 11,913 | | | 390,149 | |
| Total net sales | | $ | 2,443,448 | | | $ | 661,274 | | | $ | 33,362 | | | $ | 3,138,084 | |
| | | | | | | | |
| Revenue by geographic market: | | | | | | | | |
| United States | | $ | 1,853,054 | | | $ | 526,737 | | | $ | 33,362 | | | $ | 2,413,153 | |
| International Countries | | 590,394 | | | 134,537 | | | — | | | 724,931 | |
| Total net sales | | $ | 2,443,448 | | | $ | 661,274 | | | $ | 33,362 | | | $ | 3,138,084 | |
Product Revenue
The company's product revenues are generated through sales of manufactured equipment and irrigation products, including related replacement parts and accessories. For the majority of the company's products, control is transferred and revenue is recognized when the product is shipped from the company's manufacturing facilities or distribution centers to the company's customers, which primarily consist of distributors, dealers, and mass retailers. In certain situations, the company transfers control and recognizes revenue when delivery to the customer has occurred. In limited circumstances, the company ships some of its products on a consignment basis to a customer distribution center or warehouse whereby the company retains control of the product stored at the customer's distribution center or warehouse. As the
company's products are removed from the distribution center or warehouse by the customer and shipped to the retail sale location, control is transferred from the company to the customer. At that time, the company invoices the customer and recognizes revenue for these consignment transactions. The company does not offer a right of return for products shipped to the customer's retail sale location from the distribution center or warehouse. The total value of consignment inventory as of October 31, 2021 and 2020 was $37.2 million and $24.6 million, respectively.
Product revenue is recognized based on the transaction price, which is measured as the amount of consideration the company expects to receive in exchange for transferring control of a product to a customer. The company recognizes variable consideration as a reduction of the transaction price at the time of the initial product sale by applying the portfolio approach practical expedient under the accounting standards codification guidance for revenue from contracts with customers. Variable consideration typically occurs as a result of certain of the company's sales promotions and incentive programs that are determined to represent price concessions because the program either: (i) results in an immediate reduction of the transaction price with no anticipated future costs or consideration provided to the customer or (ii) the company anticipates a future cost based on historical or expected future business practice for which the company does not receive a distinct good or service in exchange for the future consideration provided to the customer under the program. Such programs primarily consist of off-invoice discounts, rebates, and floor plan and retail financing. The cost of off-invoice discounts are incurred at the time of sale as a reduction of the transaction price and as a result, have no future cost. For all other sales promotion and incentive programs recorded as a reduction of the transaction price at the time of the initial product sale, the company estimates variable consideration using the expected value method because the company anticipates providing a future price concession based on historical or expected future business practice or other factors. Estimates of variable consideration under the expected value method are primarily based on the terms of the sales arrangements and sales promotion and incentive programs with customers, historical payment and rebate claims experience, field inventory levels, quantity or mix of products sold, forecasted sales volumes, types of programs offered, and expectations for the acceptance of sales promotion and incentive programs offered in the future or changes in other relevant trends. When revenue is recognized, the estimated expense of these sales promotions and incentives programs is recorded as a reduction from gross sales within the Consolidated Statements of Earnings with a corresponding accrual recorded within sales promotions and incentives programs in the Consolidated Balance Sheets. Additionally, from time to time, the company may offer its customers the right to return eligible equipment and irrigation products, replacement parts, and accessories. Such right of return offered on the company's products is also considered to be variable consideration that is estimated and recorded as a reduction of revenue based
primarily on historical experience, anticipated sales returns estimated from sales terms, trend analysis, and other factors. The company records the obligation for product returns within accrued liabilities in the Consolidated Balance Sheets and the right-of-return asset in prepaid expenses and other current assets in the Consolidated Balance Sheets. The refund liability and right-of-return asset are remeasured for changes in the estimate at each reporting date with a corresponding adjustment to net sales and cost of sales within the Consolidated Statements of Earnings. There are no material instances where variable consideration is constrained and not recorded at the initial time of sale.
Collectability from the customer for product revenue is generally assumed to be probable because the company's financial exposure related to accounts receivable is reduced due to its wholesale floor plan financing programs, including its Red Iron joint venture with TCFIF. As a result, the amended term ofventure. Red Iron will continue until October 31, 2024, subjectprovides floor plan inventory financing to two-year extensions thereafter. Eithercertain dealers and distributors of the company or TCFIF may elect not to extend the amended term, or any subsequent term, by giving one-year written notice to the other party.
company's equipment and irrigation products. The company owns 45 percent of Red Iron and TCFIF owns 55 percent ofalso has wholesale floor plan financing arrangements with separate third-party financial institutions to provide floor plan inventory financing to certain dealers not financed through Red Iron. The company accounts for its investment in Red Iron under the equity method of accounting. The company and TCFIF each contributed a specified amount of the estimated cash required to enable Red Iron to purchase the company's inventory financing receivables and to provide financial support for Red Iron's inventory financing programs. Red Iron borrows the remaining requisite estimated cash utilizing a $550 million secured revolving credit facility established under a credit agreement between Red Iron and TCFIF. The company's total investment in Red Iron as of October 31, 2018 and 2017 was $22.5 million and $20.6 million, respectively. The company has not guaranteed the outstanding indebtedness of Red Iron.
The company has agreed to repurchase products repossessedWhen product sales are financed by Red Iron andor other third-party financial institutions, the TCFIF Canadian affiliate, up to a maximum aggregate amount of $7.5 million in a calendar year. Under the repurchase agreement between Red Iron and the company, Red Iron provides financing for certain dealers and distributors. These transactions are structured as an advance in the form of a payment by Red Iron to the company on behalf of a distributordealer or dealerdistributor with respect to invoices financed by Red Iron.the financial institutions. These payments extinguish the obligation of thesuch dealer or distributor to make payment to the company under the terms of the applicable invoice. Under a separate agreementsagreement between Red Ironeach financial institution and the dealers and distributors, Red Irondealer or distributor, the financial institution provides loansa loan to the dealers and distributorsdealer or distributor for the advances paid by Red Ironthe financial institutions to the company. The company's product sales to customers that do not elect to finance product purchases through Red Iron or the third-party financial institutions are generally on open account with terms that generally approximate 30 to 120 days. The resulting receivables are included within receivables, net amounton the Consolidated Balance Sheets. The company performs ongoing credit evaluations of receivables financedcustomers on open account terms in order to assess collectability.
Service and Extended Warranty Revenue
In certain cases, the company renders service contracts to customers, which typically range from 12 to 60 months. The company also sells separately priced extended warranty coverage on select products for dealersa prescribed period after the standard warranty period expires, which typically range from 12 to 24 months. Under both types of contracts, the company receives payment at the inception of the contract and distributorsrecognizes revenue over the term of the agreement in proportion to the costs expected to be incurred in satisfying the performance obligations under this arrangement during fiscal 2018, 2017,the contract.
Contract Liabilities
Contract liabilities relate to deferred revenue recognized for cash consideration received at contract inception in advance
of the company's performance under the respective contract and 2016 was $1,959.7 million, $1,847.7generally relate to the sale of separately priced extended warranty contracts, service contracts, and non-refundable customer deposits. The company recognizes revenue over the term of the contract in proportion to the costs expected to be incurred in satisfying the performance obligations under the separately priced extended warranty and service contracts. For non-refundable customer deposits, the company recognizes revenue as of the point in time in which the performance obligation has been satisfied under the contract with the customer, which typically occurs upon change in control at the time a product is shipped. As of October 31, 2021 and October 31, 2020, $24.1 million and $1,713.6$21.9 million, respectively.respectively, of deferred revenue associated with outstanding separately priced extended warranty contracts, service contracts, and non-refundable customer deposits was reported within accrued liabilities and other long-term liabilities in the Consolidated Balance Sheets. For the fiscal year ended October 31, 2021, the company recognized $10.0 million of the October 31, 2020 deferred revenue balance. The company expects to recognize approximately $11.1 million of the October 31, 2021 deferred revenue balance within net sales in the Consolidated Statements of Earnings in fiscal 2022 and $13.0 million thereafter.
Summarized financial information for Red Iron is presented as follows (in thousands):
|
| | | | | | | | | | | | |
| For the Twelve Months Ended October 31 | | 2018 | | 2017 | | 2016 |
| Revenues | | $ | 42,051 |
| | $ | 35,158 |
| | $ | 31,812 |
|
| Interest and operating expenses, net | | (17,288 | ) | | (13,030 | ) | | (10,506 | ) |
| Net income | | $ | 24,763 |
| | $ | 22,128 |
| | $ | 21,306 |
|
|
| | | | | | | | |
| As of October 31 | | 2018 | | 2017 |
| Finance receivables, net | | $ | 446,138 |
| | $ | 407,533 |
|
| Other assets | | 3,449 |
| | 2,888 |
|
| Total assets | | $ | 449,587 |
| | $ | 410,421 |
|
| | | | | |
| Notes payable | | $ | 378,128 |
| | $ | 347,968 |
|
| Other liabilities | | 21,366 |
| | 16,617 |
|
| Partners' capital | | 50,093 |
| | 45,836 |
|
| Total liabilities and partners' capital | | $ | 449,587 |
| | $ | 410,421 |
|
|
| | | | |
45 | OTHER INCOME, NETGoodwill and Other Intangible Assets |
Other income (expense) is as follows (in thousands):
|
| | | | | | | | | | | | |
| Fiscal Years Ended October 31 | | 2018 | | 2017 | | 2016 |
| Interest income | | $ | 2,463 |
| | $ | 1,359 |
| | $ | 827 |
|
| Retail financing revenue | | 1,232 |
| | 1,097 |
| | 1,087 |
|
| Foreign currency exchange rate gain | | 1,127 |
| | 1,543 |
| | 974 |
|
| Gain on sale of business | | — |
| | — |
| | 340 |
|
| Non-cash income from finance affiliate | | 11,143 |
| | 9,960 |
| | 9,588 |
|
| Litigation recovery (settlements), net | | (700 | ) | | (65 | ) | | 1,300 |
|
| Miscellaneous | | 3,143 |
| | 3,293 |
| | 1,284 |
|
| Total other income, net | | $ | 18,408 |
| | $ | 17,187 |
| | $ | 15,400 |
|
|
| |
5 | GOODWILL AND OTHER INTANGIBLE
ASSETS
|
The company's acquisition of Venture Products on March 2, 2020 resulted in the recognition of $61.2 million and $75.3 million of goodwill and other intangible assets, respectively. For additional information on the company's acquisition of Venture Products, refer to Note 2, Business Combinations and Asset Acquisitions.Goodwill
The changes in the carrying amount of goodwill by reportable segment for fiscal 20182021 and 20172020 were as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Professional | | Residential | | Other | | Total |
| Balance as of October 31, 2019 | | $ | 350,250 | | | $ | 10,469 | | | $ | 1,534 | | | $ | 362,253 | |
| Goodwill acquired | | 62,252 | | | — | | | — | | | 62,252 | |
| Purchase price allocation adjustment | | (866) | | | — | | | — | | | (866) | |
| | | | | | | | |
| Translation adjustments | | 425 | | | 11 | | | — | | | 436 | |
| Balance as of October 31, 2020 | | 412,061 | | | 10,480 | | | 1,534 | | | 424,075 | |
| | | | | | | | |
| Purchase price allocation adjustment | | (1,027) | | | — | | | — | | | (1,027) | |
| Goodwill divested | | — | | | — | | | (1,534) | | | (1,534) | |
| Translation adjustments | | 45 | | | 121 | | | — | | | 166 | |
| Balance as of October 31, 2021 | | $ | 411,079 | | | $ | 10,601 | | | $ | — | | | $ | 421,680 | |
|
| | | | | | | | | | | | |
| | | Professional Segment | | Residential Segment | | Total |
| Balance as of October 31, 2016 | | $ | 184,338 |
| | $ | 10,444 |
| | $ | 194,782 |
|
| Goodwill acquired | | 8,921 |
| | — |
| | 8,921 |
|
| Translation adjustments | | 1,205 |
| | 121 |
| | 1,326 |
|
| Balance as of October 31, 2017 | | 194,464 |
| | 10,565 |
| | 205,029 |
|
| Goodwill acquired | | 20,739 |
| | — |
| | 20,739 |
|
| Translation adjustments | | (376 | ) | | (102 | ) | | (478 | ) |
| Balance as of October 31, 2018 | | $ | 214,827 |
| | $ | 10,463 |
| | $ | 225,290 |
|
Other Intangible Assets
The components of other intangible assets were as follows (in thousands)thousands, except weighted-average useful life in years):
|
| | | | | | | | | | | | | | |
| October 31, 2018 | | Weighted-Average Useful Life | | Gross Carrying Amount | | Accumulated Amortization | | Net |
| Patents | | 9.9 | | $ | 18,235 |
| | $ | (12,297 | ) | | $ | 5,938 |
|
| Non-compete agreements | | 5.5 | | 6,872 |
| | (6,771 | ) | | 101 |
|
| Customer-related | | 18.5 | | 89,622 |
| | (23,653 | ) | | 65,969 |
|
| Developed technology | | 7.6 | | 31,029 |
| | (28,471 | ) | | 2,558 |
|
| Trade names | | 5.0 | | 2,307 |
| | (1,805 | ) | | 502 |
|
| Other | | 1.0 | | 800 |
| | (800 | ) | | — |
|
| Total amortizable | | 14.3 | | 148,865 |
| | (73,797 | ) | | 75,068 |
|
| Non-amortizable - trade names | | | | 30,581 |
| | — |
| | 30,581 |
|
| Total other intangible assets, net | | | | $ | 179,446 |
| | $ | (73,797 | ) | | $ | 105,649 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| October 31, 2021 | | Weighted-Average Useful Life in Years | | Gross Carrying Amount | | Accumulated Amortization | | Net |
| Patents | | 9.9 | | $ | 18,283 | | | $ | (14,670) | | | $ | 3,613 | |
| Non-compete agreements | | 5.5 | | 6,914 | | | (6,872) | | | 42 | |
| Customer-related | | 18.2 | | 239,679 | | | (62,617) | | | 177,062 | |
| Developed technology | | 7.0 | | 87,473 | | | (43,348) | | | 44,125 | |
| Trade names | | 15.4 | | 7,524 | | | (2,969) | | | 4,555 | |
| Backlog and other | | 0.6 | | 4,390 | | | (4,390) | | | — | |
| Total finite-lived | | 14.6 | | 364,263 | | | (134,866) | | | 229,397 | |
| Indefinite-lived - trade names | | | | 190,644 | | | — | | | 190,644 | |
| Total other intangible assets, net | | | | $ | 554,907 | | | $ | (134,866) | | | $ | 420,041 | |
| | | October 31, 2017 | | Weighted-Average Useful Life | | Gross Carrying Amount | | Accumulated Amortization | | Net | |
| October 31, 2020 | | October 31, 2020 | | Weighted-Average Useful Life in Years | | Gross Carrying Amount | | Accumulated Amortization | | Net |
| Patents | | 9.9 | | $ | 15,162 |
| | $ | (11,599 | ) | | $ | 3,563 |
| Patents | | 9.9 | | $ | 18,257 | | | $ | (13,919) | | | $ | 4,338 | |
| Non-compete agreements | | 5.5 | | 6,896 |
| | (6,775 | ) | | 121 |
| Non-compete agreements | | 5.5 | | 6,892 | | | (6,831) | | | 61 | |
| Customer-related | | 18.8 | | 87,461 |
| | (18,940 | ) | | 68,521 |
| Customer-related | | 18.2 | | 239,634 | | | (48,005) | | | 191,629 | |
| Developed technology | | 7.6 | | 30,212 |
| | (26,939 | ) | | 3,273 |
| Developed technology | | 7.6 | | 51,995 | | | (35,208) | | | 16,787 | |
| Trade names | | 5.0 | | 2,330 |
| | (1,637 | ) | | 693 |
| Trade names | | 15.4 | | 7,530 | | | (2,552) | | | 4,978 | |
| Other | | 1.0 | | 800 |
| | (800 | ) | | — |
| |
| Total amortizable | | 14.5 | | 142,861 |
| | (66,690 | ) | | 76,171 |
| |
| Non-amortizable - trade names | | 27,572 |
| | — |
| | 27,572 |
| |
| Backlog and other | | Backlog and other | | 0.6 | | 4,390 | | | (4,390) | | | — | |
| Total finite-lived | | Total finite-lived | | 15.5 | | 328,698 | | | (110,905) | | | 217,793 | |
| Indefinite-lived - trade names | | Indefinite-lived - trade names | | 190,512 | | | — | | | 190,512 | |
| Total other intangible assets, net | | $ | 170,433 |
| | $ | (66,690 | ) | | $ | 103,743 |
| Total other intangible assets, net | | $ | 519,210 | | | $ | (110,905) | | | $ | 408,305 | |
Amortization expense for definite-livedfinite-lived intangible assets for the fiscal years ended October 31, 2018, 2017,2021, 2020, and 20162019 was $7.3$23.8 million, $9.9$19.5 million, and $9.6$18.4 million, respectively. Estimated amortization expense for the succeeding fiscal years is as follows: 2019, $6.7 million; 2020, $6.1 million; 2021, $5.7 million; 2022, $5.6$24.2 million; 2023, $5.2$22.4 million; 2024, $21.4 million; 2025, $19.8 million; 2026, $19.0 million; and after 2023, $45.82026, $122.6 million.
|
| | | | |
| 6 | INDEBTEDNESSIndebtedness |
The following is a summary of the company's indebtedness (in thousands):
| | | October 31 | | 2018 | | 2017 | October 31 | | 2021 | | 2020 |
| Revolving credit facility | | $ | 91,000 |
| | $ | — |
| Revolving credit facility | | $ | — | | | $ | — | |
| 7.800% Debentures | | 100,000 |
| | 100,000 |
| |
| 6.625% Senior Notes | | 123,854 |
| | 123,792 |
| |
| Term loan | | — |
| | 100,750 |
| |
| 4% Unsecured Note | | — |
| | 10,008 |
| |
| Less: unamortized discounts, debt issuance costs and deferred charges | | (2,305 | ) | | (2,663 | ) | |
| $270 million term loan | | $270 million term loan | | 270,000 | | | — | |
| $200 million term loan | | $200 million term loan | | — | | | 100,000 | |
| $300 million term loan | | $300 million term loan | | — | | | 180,000 | |
| $190 million term loan | | $190 million term loan | | — | | | 90,000 | |
| 3.81% series A senior notes | | 3.81% series A senior notes | | 100,000 | | | 100,000 | |
| 3.91% series B senior notes | | 3.91% series B senior notes | | 100,000 | | | 100,000 | |
| 7.8% debentures | | 7.8% debentures | | 100,000 | | | 100,000 | |
| 6.625% senior notes | | 6.625% senior notes | | 124,040 | | | 123,978 | |
| Less: unamortized discounts, debt issuance costs, and deferred charges | | Less: unamortized discounts, debt issuance costs, and deferred charges | | 2,798 | | | 2,855 | |
| Total long-term debt | | 312,549 |
| | 331,887 |
| Total long-term debt | | 691,242 | | | 791,123 | |
| Less: current portion of long-term debt | | — |
| | 26,258 |
| Less: current portion of long-term debt | | — | | | 99,873 | |
| Long-term debt, less current portion | | $ | 312,549 |
| | $ | 305,629 |
| Long-term debt, less current portion | | $ | 691,242 | | | $ | 691,250 | |
Principal payments required on the company's outstanding indebtedness, inbased on the maturity dates defined within the company's debt arrangements, for each of the next five fiscal years ending October 31 are as follows: 2019, $0.0 million; 2020, $0.0 million; 2021, $0.0 million;fiscal 2022, $0.0 million; fiscal 2023, $91.0$0.0 million; fiscal 2024, $0.0 million; fiscal 2025, $27.0 million; fiscal 2026, $243.0 million; and after 2023, $225.0fiscal 2026, $425.0 million.
Revolving Credit Facility
In June 2018,On October 5, 2021, the company replaced its priorentered into an amended and restated credit agreement ("amended credit agreement") that provided for, among other things, a five-year unsecured revolving credit facility with a borrowing capacity of up to $600.0 million ("revolving credit facility") that matures on October 5, 2026 and term loan, which werereplaced the company's prior $600.0 million unsecured senior revolving credit facility scheduled to mature in October 2019, with an unsecured senior five-year revolving credit facility that, among other things, increases the company's borrowing capacity to $600 million, from $150 million, and expires inon June 19, 2023. Included in the company's $600 million revolving credit facility is a $10$10.0 million sublimit for standby letters of credit and a $30$30.0 million sublimit for swingline loans. At the company's election, and with the approval of the named
borrowers on the revolving credit facility and the election of the lenders to fund such increase, the aggregate maximum principal amount available under the revolving credit facility may be increased by an amount of up to $300$300.0 million. Funds are available under the revolving credit facility for working capital, capital expenditures, and other lawful corporate purposes, including, but not limited to, acquisitions and common stock repurchases, subject in each case to compliance with certain financial covenants described below.as defined in the credit agreement. As of October 31, 2021, the company had no outstanding borrowings under the revolving credit facility and $3.1 million outstanding under the sublimit for standby letters of credit, resulting in $596.9 million of unutilized availability under the revolving credit facility. As of October 31, 2020, the company had no outstanding borrowings under the prior revolving credit facility and $2.5 million outstanding under the prior sublimit for standby
Interest expense on outstanding
letters of credit, resulting in $597.5 million of unutilized availability under the prior revolving credit facility.
Outstanding loans under the revolving credit facility other(other than swingline loans,loans), if applicable, bear interest at a variable rate generally based on LIBOR or an alternative variable rate based on the highest of the Bank of America prime rate, the federal funds rate or a rate generally based on LIBOR, in each case subject to an additional basis point spread as defined in the credit agreement. Swingline loans under the revolving credit facility bear interest at a rate determined by the swingline lender or an alternative variable rate based on the highest of the Bank of America prime rate, the federal funds rate or a rate generally based on LIBOR, in each case subject to an additional basis point spread as defined in the credit agreement. Interest is payable quarterly in arrears. During fiscal 2020 and 2019, the company incurred interest expense of $0.8 million, and $1.9 million, respectively, on the outstanding borrowings under the prior revolving credit facility. No interest expense was incurred under the company's current and prior revolving credit facilities during fiscal 2021.
The company's revolving credit facility contains standardcustomary covenants, including, without limitation, financial covenants, such as the maintenance of minimum interest coverage anda maximum leverage ratios;ratio; and negative covenants, which among other things, limit cash dividends, disposition of assets, consolidations and mergers, restricted payments, liens, and other matters customarily restricted in such agreements. Most of these restrictions are subject to certain minimum thresholds and exceptions. The company was in compliance with all covenants related to the credit agreement for the company's revolving credit facility as of October 31, 2018.2021.
$270.0 Million Term Loan Credit Agreement
The amended credit agreement executed on October 5, 2021 also provided for a five-year unsecured term loan in an aggregate principal amount of $270.0 million, the entire amount of which was funded on October 5, 2021 and matures on October 5, 2026 ("$270.0 million term loan"). Under the amended credit agreement, incremental term loan commitments may be established at the company's election and the approval of the borrowers on the $270.0 million term loan by an amount of up to $100.0 million.
Beginning December 31, 2024, the company is required to make quarterly principal amortization payments on the $270.0 million term loan equal to $6.75 million. On October 5, 2026, the aggregate principal amount of any remaining outstanding borrowings under the $270.0 million term loan is required to be repaid. The $270.0 million term loan may be prepaid and terminated at the company's election at any time without penalty or premium. Amounts repaid or prepaid may not be reborrowed. As of October 31, 2017,2021, there was $270.0 million of outstanding borrowings under the $270.0 million term loan.
Outstanding borrowings under the $270.0 million term loan bear interest at a variable rate generally based on LIBOR or
an alternative variable rate based on the highest of the Bank of America prime rate, the federal funds rate or a rate generally based on LIBOR, in each case subject to an additional basis point spread as defined in the credit agreement. Interest is payable quarterly in arrears. For the fiscal year ended October 31, 2021, the company incurred interest expense of $0.2 million on the outstanding borrowings under the $270.0 million term loan. No interest expense was incurred during fiscal 2020 and 2019.
The $270.0 million term loan contains customary covenants, including, without limitation, financial covenants generally consistent with those applicable under the company's revolving credit facility and the company was in compliance with all covenants related toas of October 31, 2021.
$500.0 Million Term Loan Credit Agreement
In March 2019, the company entered into a term loan credit agreement with a syndicate of financial institutions for the revolvingpurpose of partially funding the CMW purchase price and the related fees and expenses incurred in connection with such acquisition. The term loan credit agreement provided for a $200.0 million three-year unsecured senior term loan facility that was in place at that time.maturing on April 1, 2022 ("$200.0 million term loan) and a $300.0 million five-year unsecured senior term loan facility maturing on April 1, 2024 ("$300.0 million term loan" and collectively with the $200.0 million term loan, the "$500.0 million term loan"). The funds under the $500.0 million term loan were received on the CMW closing date.
As of October 31, 2018,2020, the company had $91.0prepaid $100.0 million and $120.0 million of the outstanding principal balances of the $200.0 million term loan and $300.0 million term loan, respectively. Thus, as of October 31, 2020, there was $100.0 million and $180.0 million of outstanding borrowings under the $200.0 million term loan and $300.0 million term loan, respectively. During the second quarter of fiscal 2021, the company prepaid $10.0 million of the remaining outstanding borrowings under the $300.0 million term loan. As a result of the execution of the amended credit agreement during the fourth quarter of fiscal 2021, the remaining $100.0 million and $170.0 million outstanding principal balances under the revolving credit facility, $1.5$200.0 million term loan and $300.0 million term loan, respectively, were paid in full. As a result of the prepayment, there were no outstanding borrowings under the sublimit for standby letters$200.0 million three-year unsecured senior term loan facility and $300.0 million five-year unsecured senior term loan facility, respectively, as of credit, and $507.5 million of unutilized availabilityOctober 31, 2021.
Interest was previously calculated on outstanding borrowings under the revolving$500.0 million term loan by utilizing a variable rate generally based on LIBOR or an alternative variable rate, based on the highest of the Bank of America prime rate, the federal funds rate, or a rate generally based on LIBOR, in each case subject to an additional basis point spread as defined in the $500.0 million term loan. Interest was payable quarterly in arrears. During the fiscal years ended October 31, 2021, 2020, and 2019, the company incurred
$3.1 million, $5.2 million, and $7.5 million, respectively, of interest expense on the outstanding borrowings of the $500.0 million term loan.
$190.0 Million Term Loan Credit Agreement
On March 30, 2020, the company entered into a $190.0 million term loan credit facility. agreement ("$190.0 million term loan") with certain financial institutions for the purpose of refinancing certain of its outstanding borrowings incurred in connection with the company's acquisition of Venture Products on March 2, 2020, as well as a precautionary measure to increase the company's liquidity and preserve financial flexibility in light of the uncertainty in the global financial and commercial markets as a result of COVID-19. The $190.0 million term loan provided for a $190.0 million three-year unsecured senior term loan facility maturing on June 19, 2023.
As of October 31, 2017,2020, the company had prepaid $100.0 million of the outstanding principal balance of the $190.0 million term loan, resulting in a remaining outstanding principal balance of $90.0 million. During the first quarter of fiscal 2021, the company prepaid the remaining $90.0 million outstanding principal balance of the $190.0 million term loan. As a result of the prepayment, there were no outstanding borrowings under the revolving$190.0 million term loan as of October 31, 2021.
Interest was previously calculated on outstanding borrowings under the $190.0 million term loan by utilizing a variable rate based on LIBOR or an alternative variable rate with a minimum rate of 0.75 percent, subject to an additional basis point spread as defined in the term loan credit facility thatagreement. Interest was payable quarterly in place at that time. In connection witharrears. For the entry into the new revolving credit facility in June 2018,fiscal years ended October 31, 2021 and 2020, the company incurred interest expense of approximately $1.9$0.3 million and $2.4 million, respectively, on the outstanding borrowings under the $190.0 million term loan.
3.81% Series A and 3.91% Series B Senior Notes
On April 30, 2019, the company entered into a private placement note purchase agreement with certain purchasers ("holders") pursuant to which the company agreed to issue and sell an aggregate principal amount of $100.0 million of debt issuance costs, which are being amortized over3.81% Series A Senior Notes due June 15, 2029 ("Series A Senior Notes") and $100.0 million of 3.91% Series B Senior Notes due June 15, 2031 ("Series B Senior Notes" and together with the lifeSeries A Senior Notes, the "Senior Notes"). On June 27, 2019, the company issued $100.0 million of the revolving credit facility underSeries A Senior Notes and $100.0 million of the straight-line method.Series B Senior Notes pursuant to the private placement note purchase agreement. The Senior Notes are unsecured senior obligations of the company.
No principal is due on the Senior Notes prior to their stated due dates. The company classifieshas the debt issuance costs relatedright to its revolving credit facility within other assetsprepay all or a portion of either series of the Senior Notes in amounts equal to not less than 10.0 percent of the principal amount of the Senior Notes then outstanding upon notice to the holders of the series of Senior Notes being prepaid for 100.0 percent of
the principal amount prepaid, plus a make-whole premium, as set forth in the private placement note purchase agreement, plus accrued and unpaid interest, if any, to the date of prepayment. In addition, at any time on or after the Consolidated Balance Sheets, regardlessdate that is 90 days prior to the maturity date of whetherthe respective series, the company has the right to prepay all of the outstanding Senior Note of such series for 100.0 percent of the principal amount so prepaid, plus accrued and unpaid interest, if any, outstanding borrowingsto the date of prepayment. Upon the occurrence of certain change of control events, the company is required to offer to prepay all Senior Notes for the principal amount thereof plus accrued and unpaid interest, if any, to the date of prepayment.
Interest on the revolving credit facility.Senior Notes is payable semiannually on the 15th day of June and December in each year. The company incurred interest expense on the Senior Notes of $7.7 million, $7.7 million, and $2.6 million, respectively, for the fiscal years ended October 31, 2021, 2020, and 2019.
The private placement note purchase agreement contains customary representations and warranties of the company, as well as certain customary covenants, including, without limitation, financial covenants, such as the maintenance of minimum interest coverage and maximum leverage ratios, and other covenants, which, among other things, provide limitations on transactions with affiliates, mergers, consolidations and sales of assets, liens and priority debt. The company was in compliance with all representations, warranties, and covenants related to the private placement note purchase agreement as of October 31, 2021.
7.8% Debentures
In June 1997, the company issued $175$175.0 million of debt securities consisting of $75$75.0 million of 7.125 percent coupon 10-year notes and $100$100.0 million of 7.8 percent coupon 30-year
debentures. The $75$75.0 million of 7.125 percent coupon 10-year notes were repaid at maturity during fiscal 2007. In connection with the issuance of $175$175.0 million in long-term debt securities, the company paid $23.7 million to terminate three3 forward-starting interest rate swap agreements with notional amounts totaling $125$125.0 million. These swap agreements had been entered into to reduce exposure to interest rate risk prior to the issuance of the new long-term debt securities. As of the inception of one of the swap agreements, the company had received payments that were recorded as deferred income to be recognized as an adjustment to interest expense over the term of the new debt securities. As of the date the swaps were terminated, this deferred income totaled $18.7 million. The excess termination fees over the deferred income recorded was deferred and is being recognized as an adjustment to interest expense over the term of the debt securities issued.
Interest on the debentures is payable semiannually on the 15th day of June and December in each year. The company incurred interest expense of $8.0 million, $8.0 million, and $7.9 million, respectively, for the fiscal years ended October 31, 2021, 2020 and 2019.
6.625% Senior Notes
On April 26, 2007, the company issued $125$125.0 million in aggregate principal amount of 6.625 percent senior notes due May 1, 2037. The senior notes were2037 and priced at 98.513 percent of par value, and thevalue. 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 straight-line method as the results obtained are not materially different from those that would result from the use of 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 percent, the effective interest rate is 6.741 percent 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 the company's other unsecured and unsubordinated indebtedness. The indentures under which the senior notes were issued contain customary covenants and event of default provisions. The company may 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, the company would be required to make an offer to purchase the senior notes at a price equal to 101 percent of the principal amount of the senior notes plus accrued and unpaid interest to the date of repurchase.
Term Loan
InInterest on the senior notes is payable semiannually on the 1st day of May and November in each year. For each of the fiscal years ended October 2014,31, 2021, 2020, and 2019, the company obtained a $130incurred interest expense of $8.4 million, term loan with various banks, which, at that time, was a part of a new credit agreement that included a new revolving credit facility. Under the credit agreement, interest on outstanding term loan borrowings was based on a LIBOR rate (or other rates quoted by the Administrative Agent, Bank of America, N.A.) plus a basis point spread defined in the credit agreement. As described in further detail in the section titled "Revolving Credit
respectively.Facility" within this Note, in June 2018, the company replaced its term loan and prior revolving credit facility, which were scheduled to mature in October 2019, with an unsecured senior five-year revolving credit facility that expires in June 2023.
4% Unsecured Note
On November 14, 2014, the company issued a note with the aggregate principal amount of $30 million to the former owner of the BOSS business, Northern Star Industries, Inc., which was recorded at fair value of $31.2 million. The 4 percent unsecured note was repaid in full during November of fiscal 2018.
|
| | | | |
| 7 | STOCKHOLDERS' EQUITYManagement Actions |
Stock Repurchase ProgramToro Underground Wind Down
On December 3, 2015,August 1, 2019, during the company's Board of Directors authorizedfiscal 2019 third quarter, the repurchase of 8,000,000 shares ofcompany announced a plan to wind down the company's common stock in open-market or in privately negotiated transactions. This repurchase program has no expiration date but may be terminated by the company's Board of Directors at any time.
During fiscal 2018, 2017,Toro-branded large directional drill and 2016, the company paid $160.4 million, $159.4 million, and $110.0 million to repurchase an aggregate of 2,579,864 shares, 2,710,837 shares, and 2,625,913 shares, respectively, under the Board's authorized stock repurchase program.riding trencher product categories within its Professional segment product portfolio ("Toro underground wind down"). As of October 31, 2018, 2,402,014 shares remained authorized by the company's Board of Directors for repurchase. The Board of Directors authorized shares for repurchase does not include shares of the company's common stock surrendered by employees to satisfy minimum tax withholding obligations upon vesting of certain equity securities granted under the company's stock-based compensation plans.
On December 4, 2018, the company's Board of Directors authorized the repurchase of up to an additional 5,000,000 shares of common stock in open-market or in privately negotiated transactions. This repurchase program has no expiration date but may be terminated by the Board at any time.
Treasury Shares
As of October 31, 2018,2020, the company had completed the Toro underground wind down; and as a totalresult, no charges were incurred during the fiscal year ended October 31, 2021. In connection with the Toro underground wind down, for the fiscal year ended October 31, 2020, the company recorded $0.9 million of 22,527,348 treasury shares at apre-tax charges related to write-downs to net realizable value within cost of $1,448.4 million. As of October 31, 2017, the company had a total of 21,245,028 treasury shares at a cost of $1,369.5 million.
Accumulated Other Comprehensive Loss
Components of AOCL, net of tax, withinsales in the Consolidated Statements of Stockholders' Equity areEarnings. For the fiscal year ended October 31, 2019, the company recorded $8.8 million of pre-tax charges related to inventory write-downs to net realizable value and accelerated depreciation on fixed assets that will no longer be used within cost of sales in the Consolidated Statements of
Earnings as follows (in thousands):a result of the Toro underground wind down. Additionally, the company recorded $1.2 million of pre-tax charges related to inventory retail support activities within net sales in the Consolidated Statements of Earnings during the fiscal year ended October 31, 2019. No pre-tax charges related to inventory retail support activities were incurred during the fiscal years ended October 31, 2021 and 2020.
|
| | | | | | | | | | | | |
| As of October 31 | | 2018 | | 2017 | | 2016 |
| Foreign currency translation adjustments | | $ | 29,711 |
| | $ | 21,303 |
| | $ | 31,430 |
|
| Pension and post-retirement benefits | | 561 |
| | 2,012 |
| | 6,359 |
|
| Cash flow derivative instruments | | (6,335 | ) | | 805 |
| | 647 |
|
| Total accumulated other comprehensive loss | | $ | 23,937 |
| | $ | 24,120 |
| | $ | 38,436 |
|
Divestitures
On November 2, 2020, during the first quarter of fiscal 2021, the company completed the sale of its Northeastern U.S. distribution company and during the fourth quarter of fiscal 2019, the company divested of a used underground construction equipment business, which was acquired as a result of the company's acquisition of CMW. The components and activity of AOCL are as follows (in thousands):
|
| | | | | | | | | | | | | | | | |
| | | Foreign Currency Translation Adjustments | | Pension and Post-Retirement Benefits | | Cash Flow Derivative Instruments | | Total |
| Balance as of October 31, 2017 | | $ | 21,303 |
| | $ | 2,012 |
| | $ | 805 |
| | $ | 24,120 |
|
| Other comprehensive (income) loss before reclassifications | | 8,408 |
| | (1,035 | ) | | (5,489 | ) | | 1,884 |
|
| Amounts reclassified from AOCL | | — |
| | — |
| | (1,926 | ) | | (1,926 | ) |
| Net current period other comprehensive (income) loss | | 8,408 |
| | (1,035 | ) | | (7,415 | ) | | (42 | ) |
| Reclassification due to the adoption of ASU 2018-02 | | — |
| | (416 | ) | | 275 |
| | (141 | ) |
| Balance as of October 31, 2018 | | $ | 29,711 |
| | $ | 561 |
| | $ | (6,335 | ) | | $ | 23,937 |
|
|
| | | | | | | | | | | | | | | | |
| | | Foreign Currency Translation Adjustments | | Pension and Post-Retirement Benefits | | Cash Flow Derivative Instruments | | Total |
| Balance as of October 31, 2016 | | $ | 31,430 |
| | $ | 6,359 |
| | $ | 647 |
| | $ | 38,436 |
|
| Other comprehensive income before reclassifications | | (10,127 | ) | | (4,347 | ) | | (233 | ) | | (14,707 | ) |
| Amounts reclassified from AOCL | | — |
| | — |
| | 391 |
| | 391 |
|
| Net current period other comprehensive (income) loss | | (10,127 | ) | | (4,347 | ) | | 158 |
| | (14,316 | ) |
| Balance as of October 31, 2017 | | $ | 21,303 |
| | $ | 2,012 |
| | $ | 805 |
| | $ | 24,120 |
|
For additional informationdivestitures were immaterial based on the componentscompany's Consolidated Financial Condition and Results of AOCL associated with pension and post-retirement benefits refer to Note 10. For additional information on the components
Operations.reclassified from AOCL to the respective line items in net earnings for derivative instruments refer to Note 13.
|
| | | | |
| 8 | INCOME TAXESInvestment in Joint Venture |
The company is party to a joint venture with TCFIF, a subsidiary of The Huntington National Bank, established as Red Iron, the primary purpose of which is to provide inventory financing to certain distributors and dealers of certain of the company’s products in the U.S. These financing transactions are structured as an advance in the form of a payment by Red Iron to the company on behalf of a distributor or dealer with respect to invoices financed by Red Iron. These payments extinguish the obligation of the dealer or distributor to make payment to the company under the terms of the applicable invoice. The company has also entered into a limited inventory repurchase agreement with Red Iron, under which the company has agreed to repurchase certain repossessed products, up to a maximum aggregate amount of $7.5 million in a calendar year. The company's financial exposure under this limited inventory repurchase agreement is limited to the difference between the amount paid for repurchases of repossessed product and the amount received upon the subsequent resale of the repossessed product. The company has repurchased immaterial amounts of inventory under this limited inventory repurchase agreement for the fiscal years ended October 31, 2021, 2020, and 2019.
Under separate agreements between Red Iron and the dealers and distributors, Red Iron provides loans to the dealers and distributors for the advances paid by Red Iron to the company. The net amount of receivables financed for dealers and distributors under this arrangement during fiscal 2021, 2020, and 2019 was $2,282.6 million, $1,832.5 million, and $1,924.9 million, respectively. The total amount of receivables due from Red Iron to the company as of October 31, 2021 and 2020 were $31.0 million and $12.6 million, respectively.
The company owns 45 percent of Red Iron and TCFIF owns 55 percent of Red Iron. The company accounts for its investment in Red Iron under the equity method of accounting. The company and TCFIF each contributed a specified amount of the estimated cash required to enable Red Iron to purchase the company's inventory financing receivables and to provide financial support for Red Iron's inventory financing programs. Red Iron borrows the remaining requisite estimated cash utilizing a $625.0 million secured revolving credit facility established under a credit agreement between Red Iron and TCFIF. The company's total investment in Red Iron as of October 31, 2021 and 2020 was $20.7 million and $19.7 million, respectively. The company has not guaranteed the outstanding indebtedness of Red Iron.
Earnings Before Income Taxes
Earnings before income taxes were as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | |
| Fiscal Years Ended October 31 | | 2021 | | 2020 | | 2019 |
| Earnings before income taxes: | | | | | | |
| United States | | $ | 446,256 | | | $ | 369,016 | | | $ | 283,730 | |
| Foreign | | 53,562 | | | 38,054 | | | 38,403 | |
| Total earnings before income taxes | | $ | 499,818 | | | $ | 407,070 | | | $ | 322,133 | |
|
| | | | | | | | | | | | |
| Fiscal Years Ended October 31 | | 2018 | | 2017 | | 2016 |
| Earnings before income taxes: | | |
| | |
| | |
|
| U.S. | | $ | 333,136 |
| | $ | 307,136 |
| | $ | 292,184 |
|
| Foreign | | 39,261 |
| | 46,048 |
| | 38,276 |
|
| Total earnings before income taxes | | $ | 372,397 |
| | $ | 353,184 |
| | $ | 330,460 |
|
A reconciliation of the statutory federal income tax rate to the company's consolidated effective tax rate is summarized as follows:
| | | | | | | | | | | | | | | | | | | | |
| Fiscal Years Ended October 31 | | 2021 | | 2020 | | 2019 |
| Statutory federal income tax rate | | 21.0 | % | | 21.0 | % | | 21.0 | % |
| Excess deduction for stock-based compensation | | (1.5) | | | (1.7) | | | (3.7) | |
| Domestic manufacturer's deduction | | — | | | — | | | 0.1 | |
| State and local income taxes, net of federal benefit | | 1.4 | | | 2.4 | | | 1.1 | |
| Foreign operations | | (0.5) | | | (0.6) | | | (0.3) | |
| Federal research tax credit | | (1.4) | | | (1.7) | | | (1.5) | |
| Foreign-derived intangible income | | (0.9) | | | — | | | (1.3) | |
| Remeasurement of deferred tax assets and liabilities | | — | | | — | | | (0.1) | |
| Deemed repatriation tax | | — | | | — | | | (0.2) | |
| Other, net | | (0.1) | | | (0.4) | | | (0.2) | |
| Effective tax rate | | 18.0 | % | | 19.0 | % | | 14.9 | % |
|
| | | | | | | | | |
| Fiscal Years Ended October 31 | | 2018 | | 2017 | | 2016 |
| Statutory federal income tax rate | | 23.3 | % | | 35.0 | % | | 35.0 | % |
| Excess deduction for stock compensation | | (3.5 | ) | | (5.3 | ) | | — |
|
| Domestic manufacturer's deduction | | (0.9 | ) | | (1.2 | ) | | (0.8 | ) |
| State and local income taxes, net of federal benefit | | 1.3 |
| | 0.5 |
| | 1.5 |
|
| Foreign taxes | | (0.5 | ) | | (2.3 | ) | | (1.8 | ) |
| Federal research tax credit | | (1.2 | ) | | (1.5 | ) | | (1.5 | ) |
| Remeasurement of deferred tax assets and liabilities - Tax Act | | 5.2 |
| | — |
| | — |
|
| Deemed repatriation tax - Tax Act | | 3.6 |
| | — |
| | — |
|
| Other, net | | (0.3 | ) | | (1.0 | ) | | (2.3 | ) |
| Consolidated effective tax rate | | 27.0 | % | | 24.2 | % | | 30.1 | % |
On December 22, 2017,The Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was signed into law on March 27, 2020 and allowed for delayed payment of employer payroll taxes, among other items. The company has reflected the U.S. enacted Public Law No. 115-97 ("Tax Act"), originally introduced asimpact of the Tax Cuts and JobsCARES Act which significantly modified the Internal Revenue Code. The Tax Act reduced the U.S. federal corporate tax rate from 35.0 percent to 21.0 percent, created a territorial-type tax system with an exemption for foreign dividends, and imposed a one-time deemed repatriation tax on a U.S. company's historical undistributed earnings and profits of foreign affiliates. The tax rate change was effective January 1, 2018, which resulted in a blended statutory tax rate of 23.3 percent for the fiscal yearyears ended October 31, 2018. Among other provisions, the Tax Act also increased expensing for certain business assets, created new taxes on certain foreign sourced earnings, adopted limitations on business interest expense deductions, repealed deductions for income attributable to domestic production activities,2021 and added other anti-base erosion rules. The effective dates for the provisions set forth in the Tax Act vary as to when the provisions will apply to the company.
In response to the Tax Act, the U.S. Securities and Exchange Commission ("SEC") provided guidance by issuing Staff Accounting Bulletin No. 118 ("SAB 118"), which has since been codified by the release of ASU No. 2018-05, Income Taxes
(Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118. ASU 2018-05 allows companies to record provisional amounts during a measurement period with respect to the impacts of the Tax Act for which the accounting requirements under ASC Topic 740 are not complete, but a reasonable estimate has been determined. The measurement period under ASU 2018-05 ends when a company has obtained, prepared, and analyzed the information that was needed in order to complete the accounting requirements under ASC Topic 740, but cannot exceed one year.
As of October 31, 2018, the company has completed the accounting for the effects of the Tax Act. The company has estimated the impacts of the Tax Act on its annual effective tax rate and has recorded tax expense of $19.3 million for the remeasurement of deferred tax assets and liabilities and tax expense of $13.4 million for the deemed repatriation tax. While the company has recorded amounts in fiscal 2018 for the items expected to most significantly impact2020 within its Consolidated Financial Statements many of the provisions of the Tax Act areand such impact was not effective for the company until the fiscal year ending October 31, 2019. Accordingly, the company has not yet reached a final conclusion on the overall impacts of the Tax Act.
The company expects to have future U.S. inclusions in taxable income relatedmaterial to the new Global Intangible Low-Taxed Income ("GILTI") tax created by the Tax Act. Under U.S. GAAP, the company is allowed to make an accounting policy election of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current period expense when incurred (the “period cost method”) or (2) factoring such amounts into the company’s measurement of its deferred taxes (the “deferred method”). The company has elected the period cost method and therefore, has not made any adjustments related to potential GILTI tax within its fiscal 2018company's Consolidated Financial Statements.
Provision for Income Taxes
Components of the company's provision for income taxes were as follows (in thousands):
|
| | | | | | | | | | | | |
| Fiscal Years Ended October 31 | | 2018 | | 2017 | | 2016 |
| Current provision: | | |
| | |
| | |
|
| Federal | | $ | 64,375 |
| | $ | 83,091 |
| | $ | 77,685 |
|
| State | | 6,192 |
| | 3,036 |
| | 6,929 |
|
| Foreign | | 7,087 |
| | 8,166 |
| | 6,295 |
|
| Total current provision | | $ | 77,654 |
| | $ | 94,293 |
| | $ | 90,909 |
|
| Deferred provision (benefit): | | |
| | |
| | |
|
| Federal | | $ | 22,074 |
| | $ | (8,774 | ) | | $ | 7,283 |
|
| State | | 308 |
| | (101 | ) | | 297 |
|
| Foreign | | 422 |
| | 49 |
| | 977 |
|
| Total deferred provision (benefit) | | 22,804 |
| | (8,826 | ) | | 8,557 |
|
| Total provision for income taxes | | $ | 100,458 |
| | $ | 85,467 |
| | $ | 99,466 |
|
| | | | | | | | | | | | | | | | | | | | |
| Fiscal Years Ended October 31 | | 2021 | | 2020 | | 2019 |
| Current provision: | | | | | | |
| Federal | | $ | 90,222 | | | $ | 58,243 | | | $ | 37,415 | |
| State | | 15,973 | | | 11,322 | | | 7,495 | |
| Foreign | | 9,163 | | | 5,534 | | | 6,846 | |
| Total current provision | | $ | 115,358 | | | $ | 75,099 | | | $ | 51,756 | |
| Deferred provision (benefit): | | | | | | |
| Federal | | $ | (18,361) | | | $ | 1,710 | | | $ | (37) | |
| State | | (6,486) | | | 634 | | | (3,205) | |
| Foreign | | (573) | | | (74) | | | (364) | |
| Total deferred provision (benefit) | | (25,420) | | | 2,270 | | | (3,606) | |
| Total provision for income taxes | | $ | 89,938 | | | $ | 77,369 | | | $ | 48,150 | |
Deferred Income Taxes
The tax effectscomponents of temporary differences that give rise tothe company's deferred income tax assets net, are presented belowand liabilities were as follows (in thousands):
| | | October 31 | | 2018 | | 2017 | |
| Fiscal Years Ended October 31 | | Fiscal Years Ended October 31 | | 2021 | | 2020 |
| Deferred income tax assets: | | |
| | |
| Deferred income tax assets: | | | | |
| Compensation and benefits | | $ | 24,315 |
| | $ | 38,753 |
| Compensation and benefits | | $ | 34,403 | | | $ | 30,363 | |
| Warranty and insurance | | 19,037 |
| | 23,993 |
| Warranty and insurance | | 30,840 | | | 28,480 | |
| Advertising and sales allowance | | 7,650 |
| | 10,428 |
| |
| Lease liabilities | | Lease liabilities | | 17,735 | | | 20,843 | |
| Advertising and sales promotions and incentives | | Advertising and sales promotions and incentives | | 6,669 | | | 6,937 | |
| Inventory | | Inventory | | 21,118 | | | 4,937 | |
| Deferred revenue | | Deferred revenue | | 4,232 | | | 2,910 | |
| Other | | 7,789 |
| | 12,234 |
| Other | | 10,520 | | | 9,643 | |
| Valuation allowance | | (1,178 | ) | | (1,951 | ) | Valuation allowance | | (3,205) | | | (3,570) | |
| Total deferred income tax assets | | $ | 57,613 |
| | $ | 83,457 |
| |
| Deferred income tax assets | | Deferred income tax assets | | $ | 122,312 | | | $ | 100,543 | |
| Deferred income tax liabilities: | | | | | Deferred income tax liabilities: | |
| Right-of-use assets | | Right-of-use assets | | $ | (17,071) | | | $ | (20,179) | |
| Depreciation | | $ | (12,381 | ) | | $ | (13,259 | ) | Depreciation | | (47,551) | | | (49,018) | |
| Amortization | | (8,377 | ) | | (7,841 | ) | Amortization | | (102,287) | | | (95,315) | |
| Total deferred income tax liabilities | | (20,758 | ) | | (21,100 | ) | |
| Deferred income tax assets, net | | $ | 36,855 |
| | $ | 62,357 |
| |
| Deferred income tax liabilities | | Deferred income tax liabilities | | (166,909) | | | (164,512) | |
| Deferred income tax liabilities, net | | Deferred income tax liabilities, net | | $ | (44,597) | | | $ | (63,969) | |
The net change in the total valuation allowance as ofbetween the fiscal years ended October 31, 20182021 and 2017 principally applies2020 was a decrease of $0.4 million. The change in valuation allowance is related to state tax credits, branch foreign tax credits, capital loss carryforwards, foreignand net operating loss carryforwardslosses that are expected to expire prior to utilization, and state credit carryforwards.utilization. As of October 31, 2018,2021, the company had net operating loss carryforwards of approximately $6.0$1.3 million in foreign jurisdictions, which are comprised of $4.9$0.9 million that do not expire and $1.1$0.4 million
that expire between fiscal 2025 and fiscal 2038. The company also had domestic credit carryforwards of $2.7 million that expire between fiscal 20192028 and fiscal 2027.2042.
As a result of the Tax Act, the company has provided for U.S. income taxes on deemed repatriated earnings related to non-U.S. subsidiaries as of October 31, 2018. Notwithstanding the deemed repatriation under the Tax Act and other previously taxed income, theThe company considers that $42.5$22.3 million of the total undistributed earnings of its foreign operations are intended to be indefinitely reinvested. Should these earnings be distributed in the future in the form of dividends or otherwise, the company may be subject to foreign withholding taxes, state income taxes, and/or additional federal taxes for currency fluctuations. As of October 31, 2018,2021, the unrecognized deferred tax liabilities for temporary differences related to the company’s investment in non-U.S. subsidiaries, and any withholding, state, or additional federal taxes that may be applied upon any future repatriation, are not material and have not been recorded.expected to be immaterial.
Unrecognized Tax Benefits
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):
|
| | | | |
| Unrecognized tax benefits as of October 31, 2017 | | $ | 3,113 |
|
| Increase as a result of tax positions taken during a prior period | | 332 |
|
| Increase as a result of tax positions taken during the current period | | 965 |
|
| Decrease relating to settlements with taxing authorities | | (1,557 | ) |
| Reductions as a result of statute of limitations lapses | | (508 | ) |
| Unrecognized tax benefits as of October 31, 2018 | | $ | 2,345 |
|
| | | | | | | | |
| Unrecognized tax benefits as of October 31, 2020 | | $ | 2,860 | |
| Increase as a result of tax positions taken during a prior period | | 59 | |
| Decrease as a result of tax positions taken during a prior period | | (98) | |
| Increase as a result of tax positions taken during the current period | | 397 | |
| | |
| Reductions as a result of statute of limitations lapses | | (105) | |
| Unrecognized tax benefits as of October 31, 2021 | | $ | 3,113 | |
The company recognizes interest and penalties related to unrecognized tax benefits as a component of the provision for income taxes.taxes within the Consolidated Statements of Earnings. In addition to the liability of $2.3 million for unrecognized tax benefits of $3.1 million, which have been recorded as an other accrued liability within the Consolidated Balance Sheets as of October 31, 2018,2021, the company
had an amount of approximately $0.4 recorded $1.0 million of accrued interest and penalties.penalties as an other accrued liability within the Consolidated Balance Sheets as of October 31, 2021. Included in the balance of unrecognized tax benefits as of October 31, 20182021 are potential benefits of $2.2$3.3 million that, if recognized, would affect the effective tax rate from continuing operations.rate.
The company and its wholly owned subsidiaries file income tax returns in the U.S. federal jurisdiction, and numerous state and foreign jurisdictions. With few exceptions, the company is no longer subject to U.S. federal, state and local, and foreign income tax examinations by tax authorities for taxable years before fiscal 2014. The Internal Revenue Service is completing an audit of fiscal 2014 through fiscal 2017, with no material adjustments to tax expense or unrecognized tax benefits expected.2017. The company is also under audit in a fewcertain state jurisdictions and expects various statutes of limitation to expire during the next 12 months. Due to the uncertainuncertainty related to the response of taxing authorities, a range of outcomes cannot be reasonably estimated at this time.
|
| | | | |
910 | STOCK-BASED COMPENSATION PLANSStock-Based Compensation |
The company maintains the 2010 plan for executive officers, other employees, and non-employee members of the company's Board of Directors.members. The 2010 plan allows the company to grant equity-basedstock-based compensation awards to such individuals, including stock options, restricted stock units, restricted stock, and performance share awards.
The compensation costs related to stock-based awards, were as follows (in thousands):
|
| | | | | | | | | | | | |
| Fiscal Years Ended October 31 | | 2018 | | 2017 | | 2016 |
| Stock option awards | | $ | 5,006 |
| | $ | 5,496 |
| | $ | 4,606 |
|
| Restricted stock units | | 2,997 |
| | 2,300 |
| | 1,891 |
|
| Performance share awards | | 3,628 |
| | 5,183 |
| | 3,676 |
|
| Unrestricted common stock awards | | 530 |
| | 538 |
| | 464 |
|
| Total compensation cost for stock-based awards | | $ | 12,161 |
| | $ | 13,517 |
| | $ | 10,637 |
|
| Related tax benefit from stock-based awards | | $ | 2,905 |
| | $ | 5,001 |
| | $ | 3,936 |
|
and unrestricted common stock awards. The number of unissued shares of common stock available for future equity-basedstock-based compensation award grants under the 2010 plan was 5,023,8313,063,231 as of October 31, 2018.2021. Shares of common stock issued upon the exercise, vesting, or settlement of stock options, restricted stock units, and performance shares are issued from treasury shares.
During fiscal 2018, 2017, and 2016, 8,388, 11,412, and 12,320 shares, respectively, of fully vested unrestricted common stockCompensation costs related to stock-based compensation awards were granted to certain members of the company's Board of Directors as a component of their compensation for their service on the board and are recorded in selling, general and administrative expense in the Consolidated Statements of Earnings.
follows (in thousands): | | | | | | | | | | | | | | | | | | | | |
| Fiscal Years Ended October 31 | | 2021 | | 2020 | | 2019 |
| Stock option awards | | $ | 9,971 | | | $ | 9,163 | | | $ | 6,537 | |
| Performance share awards | | 6,861 | | | 2,123 | | | 3,070 | |
| Restricted stock unit awards | | 4,306 | | | 3,429 | | | 3,230 | |
| Unrestricted common stock awards | | 671 | | | 693 | | | 592 | |
| Total compensation cost for stock-based compensation awards | | $ | 21,809 | | | $ | 15,408 | | | $ | 13,429 | |
| Related tax benefit from stock-based compensation awards | | $ | 5,221 | | | $ | 3,696 | | | $ | 3,200 | |
Stock Option Awards
Under the 2010 plan, stock options are granted with an exercise price equal to the closing price of the company's common stock on the date of grant, as reported by the New York Stock Exchange. Options are generally granted to executive officers, other employees, and non-employee members of the company's Board of Directorsmembers on an annual basis in the first quarter of the company's fiscal year.year but may also be granted throughout the fiscal year in connection with hiring, mid-year promotions, leadership transition, or retention, as needed and applicable. Options generally vest one-third each year over a three-year period and have a ten-year term. Otherterm but in certain circumstances, the vesting requirement may be modified such that options granted to certain employees vest in full on the three-year anniversary of the date of grant and have a ten-year term. Compensation cost equal to the grant date fair value determined under the Black-Scholes valuation method is generally recognized for these awards over the vesting period. Compensation cost recognized for other employees not considered executive officers and non-employee Board members is net of estimated forfeitures, which are determined at the time of grant based on historical forfeiture experience. Stock options granted to executive officers and other employees are subject to accelerated expensing if the option holder meets the retirement definition set forth in the 2010 plan. In that case, the fair value of the options is expensed in the fiscal year of grant because generally, if the option holder must beis employed as of the end of the fiscal year in which the options are granted, in order for thesuch options towill not be
forfeited but continue to vest according to their schedule following retirement. Similarly, if a non-employee directorBoard member has served on the company's Board of Directors for ten full fiscal years or more, the awards will not be forfeited but continue to vest immediately upon retirement, and therefore,according to their schedule following retirement. Therefore, the fair value of the options granted is fully expensed on the date of the grant.
The table below presents stock option activity for fiscal 2018:
|
| | | | | | | | | | | | | |
| | | Stock Option Awards | | Weighted-Average Exercise Price | | Weighted-Average Contractual Life (years) | | Aggregate Intrinsic Value (in thousands) |
| Outstanding as of October 31, 2017 | | 4,459,695 |
| | $ | 26.22 |
| | 5.3 | | $ | 163,369 |
|
| Granted | | 430,914 |
| | 65.61 |
| | | | |
|
| Exercised | | (1,138,340 | ) | | 15.10 |
| | | | |
| Canceled/forfeited | | (13,665 | ) | | 62.64 |
| | | | |
|
| Outstanding as of October 31, 2018 | | 3,738,604 |
| | $ | 34.01 |
| | 5.0 | | $ | 87,470 |
|
| Exercisable as of October 31, 2018 | | 2,736,364 |
| | $ | 25.86 |
| | 4.0 | | $ | 83,428 |
|
As of October 31, 2018, there was $4.5 million of total unrecognized compensation cost related to unvested stock options. That cost is expected to be recognized over a weighted-average period of 1.91 years.
The table below presents the total market value of stock options exercised and the total intrinsic value of options exercised during the following fiscal years (in thousands):
|
| | | | | | | | | | | | |
| Fiscal Years Ended October 31 | | 2018 | | 2017 | | 2016 |
| Market value of stock options exercised | | $ | 70,775 |
| | $ | 58,976 |
| | $ | 61,468 |
|
Intrinsic value of options exercised1 | | $ | 53,778 |
| | $ | 48,017 |
| | $ | 41,365 |
|
| |
1
| Intrinsic value is calculated as amount by which the stock price at exercise date exceeded the option exercise price. |
The fair value of each stock option is estimated on the date of grant using various inputs and assumptions under the Black-Scholes valuation method with the assumptions noted in the table below.method. The expected life is a significant assumption as it determines the period for which the risk-free interest rate, stock price volatility, and dividend yield must be applied. The expected life is the average length of time in which executive officers, other employees, and non-employee directorsBoard members are expected to exercise their stock options, which is primarily based on historical exercise experience. The company groups executive officers and non-employee directorsBoard members for valuation purposes based on similar historical exercise behavior. Expected stock price volatilities arevolatility is based on the daily movement of the company's common stock over the most recent historical period equivalent to the expected life of the option. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury rate over the expected life at the time of grant. DividendThe expected dividend yield is estimated over the expected life based on the company's historical cash dividends paid, expected future cash dividends and dividend yield, and expected changes in the company's stock price.
The table below illustrates the weighted-average valuation assumptions used under the Black-Scholes valuation method for options granted in the following fiscal periods:
| | | | | | | | | | | | | | | | | | | | |
| Fiscal Years Ended October 31 | | 2021 | | 2020 | | 2019 |
| Expected life of option in years | | 6.21 | | 6.31 | | 6.31 |
| Expected stock price volatility | | 23.26 | % | | 19.53 | % | | 19.83 | % |
| Risk-free interest rate | | 0.55 | % | | 1.73 | % | | 2.77 | % |
| Expected dividend yield | | 0.86 | % | | 0.99 | % | | 1.18 | % |
| Per share weighted-average fair value at date of grant | | $ | 19.39 | | | $ | 15.23 | | | $ | 12.83 | |
|
| | | | | | | | | | | | |
| Fiscal Years Ended October 31 | | 2018 | | 2017 | | 2016 |
| Expected life of option in years | | 6.04 |
| | 6.02 |
| | 5.97 |
|
| Expected stock price volatility | | 20.58 | % | | 22.15 | % | | 24.04 | % |
| Risk-free interest rate | | 2.21 | % | | 2.03 | % | | 1.80 | % |
| Expected dividend yield | | 0.97 | % | | 1.01 | % | | 1.24 | % |
| Per share weighted-average fair value at date of grant | | $ | 14.25 |
| | $ | 12.55 |
| | $ | 8.79 |
|
Restricted Stock Unit Awards
Under the 2010 plan, restricted stock unit awards are generally granted to certain employees that are not executive officers. Occasionally, restricted stock unit awards may be granted, including to executive officers, in connection with hiring, mid-year promotions, leadership transition, or retention. Restricted stock unit awards generally vest one-third each year over a three-year period, or vest in full on the three-year anniversary of the date of grant. Such awards may have performance-based rather than time-based vesting requirements. Compensation cost equal to the grant date fair value, which is equal to the closing price of the company's common stock on the date of grant multiplied by the number of shares subject to the restricted stock unit awards, is recognized for these awards over the vesting period.
Factors related to the company's restricted stock unit awards are as follows (in thousands, except per award data):
|
| | | | | | | | | | | | |
| Fiscal Years Ended October 31 | | 2018 | | 2017 | | 2016 |
| Weighted-average per award fair value at date of grant | | $ | 63.24 |
| | $ | 66.09 |
| | $ | 41.83 |
|
| Fair value of restricted stock units vested | | $ | 4,888 |
| | $ | 3,604 |
| | $ | 2,681 |
|
The table below summarizes thepresents stock option activity duringfor fiscal 2018 for unvested restricted stock units:2021:
|
| | | | | | | |
| | | Restricted Stock Units | | Weighted-Average Fair Value at Date of Grant |
| Unvested as of October 31, 2017 | | 124,272 |
| | $ | 45.66 |
|
| Granted | | 55,652 |
| | 63.24 |
|
| Vested | | (77,826 | ) | | 40.71 |
|
| Forfeited | | (2,544 | ) | | 51.37 |
|
| Unvested as of October 31, 2018 | | 99,554 |
| | $ | 59.15 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Stock Option Awards | | Weighted-Average Exercise Price | | Weighted-Average
Contractual Life (years) | | Aggregate Intrinsic
Value (in thousands) |
| Outstanding as of October 31, 2020 | | 2,646,603 | | | $ | 54.40 | | | 6.2 | | $ | 73,305 | |
| Granted | | 546,569 | | | 92.73 | | | | | |
| Exercised | | (403,134) | | | 35.02 | | | | | |
| Forfeited | | (18,684) | | | 81.29 | | | | | |
| | | | | | | | |
| Outstanding as of October 31, 2021 | | 2,771,354 | | | $ | 64.60 | | | 6.3 | | $ | 85,576 | |
| Exercisable as of October 31, 2021 | | 1,691,552 | | | $ | 53.90 | | | 5.0 | | $ | 70,313 | |
As of October 31, 2018,2021, there was $3.3$3.1 million of total unrecognized compensation cost related to unvested restricted stock units. That costoptions that is expected to be recognized over a weighted-average period of 2.231.92 years.
The table below presents the total market value of stock options exercised and the total intrinsic value of options exercised during the following fiscal years (in thousands):
| | | | | | | | | | | | | | | | | | | | |
| Fiscal Years Ended October 31 | | 2021 | | 2020 | | 2019 |
| Market value of stock options exercised | | $ | 40,071 | | | $ | 56,761 | | | $ | 92,352 | |
Intrinsic value of stock options exercised1 | | $ | 25,952 | | | $ | 33,920 | | | $ | 62,288 | |
1 Intrinsic value is calculated as the amount by which the stock price at exercise date exceeded the option exercise price.
Performance Share Awards
Under the 2010 plan, the company grants performance share awards to executive officers and other employees under which they are entitled to receive shares of the company's common stock contingent on the achievement of performance goals of the company and businesses of the company, which are generally measured over a three-year period. The number of shares of common stock a participant receives can be increased (up to 200 percent of target levels) or reduced (down to zero) based on the level of achievement of performance goals and will vest at the end of a three-year period. Performance share awards are generally granted on an annual basis in the first quarter of the company's fiscal year. Compensation cost is recognized for these awards on a straight-line basis over the vesting period based on the per share fair value, aswhich is equal to the closing price of the company's common stock on the date of grant, and the probability of achieving each performance goal.
Factors related to the company's performance share awards are as follows (in thousands, except per award data):
| | | Fiscal Years Ended October 31 | | 2018 | | 2017 | | 2016 | Fiscal Years Ended October 31 | | 2021 | | 2020 | | 2019 |
| Weighted-average per award fair value at date of grant | | $ | 65.40 |
| | $ | 54.52 |
| | $ | 38.89 |
| |
| Weighted-average fair value per award at date of grant | | Weighted-average fair value per award at date of grant | | $ | 90.59 | | | $ | 77.33 | | | $ | 59.58 | |
| Fair value of performance share awards vested | | $ | 8,419 |
| | $ | 7,018 |
| | $ | 7,454 |
| Fair value of performance share awards vested | | $ | 3,428 | | | $ | 6,271 | | | $ | 6,300 | |
The table below summarizes thepresents fiscal 2021 activity during fiscal 2018 for unvested performance share awards:
|
| | | | | | | |
| | | Performance Shares | | Weighted-Average Fair Value at Date of Grant |
| Unvested as of October 31, 2017 | | 282,151 |
| | $ | 40.71 |
|
| Granted | | 60,800 |
| | 65.40 |
|
| Vested | | (103,235 | ) | | 32.84 |
|
| Canceled/forfeited | | (18,324 | ) | | 43.14 |
|
| Unvested as of October 31, 2018 | | 221,392 |
| | $ | 50.96 |
|
| | | | | | | | | | | | | | |
| | | Performance Shares | | Weighted-Average Fair Value at Date of Grant |
| Unvested as of October 31, 2020 | | 187,421 | | | $ | 67.58 | |
| Granted | | 53,976 | | | 90.59 | |
| Vested | | (37,153) | | | 65.40 | |
| | | | |
| Unvested as of October 31, 2021 | | 204,244 | | | $ | 76.16 | |
As of October 31, 2018,2021, there was $4.6$9.0 million of total unrecognized compensation cost related to unvested performance share awards. That costawards that is expected to be recognized over a weighted-average period of 1.621.80 years.
Restricted Stock Unit Awards
Under the 2010 plan, restricted stock unit awards are generally granted to certain employees that are not executive officers. Occasionally, restricted stock unit awards may be granted, including to executive officers, in connection with
hiring, mid-year promotions, leadership transition, or retention. Restricted stock unit awards generally vest one-third each year over a three-year period, or vest in full on the three-year anniversary of the date of grant. In rare circumstances, such awards may have performance-based rather than time-based vesting requirements. Compensation cost equal to the grant date fair value, net of estimated forfeitures, is recognized for these awards over the vesting period. The grant date fair value is equal to the closing price of the company's common stock on the date of grant multiplied by the number of shares subject to the restricted stock unit awards and estimated forfeitures are determined on the grant date based on historical forfeiture experience.
|
| |
10 | EMPLOYEE RETIREMENT PLANS |
Factors related to the company's restricted stock unit awards are as follows (in thousands, except per award data): | | | | | | | | | | | | | | | | | | | | |
| Fiscal Years Ended October 31 | | 2021 | | 2020 | | 2019 |
| Weighted-average fair value per award at date of grant | | $ | 97.87 | | | $ | 74.55 | | | $ | 66.26 | |
| Fair value of restricted stock units vested | | $ | 4,464 | | | $ | 3,410 | | | $ | 3,083 | |
The table below presents fiscal 2021 activity for unvested restricted stock units:
| | | | | | | | | | | | | | |
| | | Restricted Stock Units | | Weighted-Average Fair Value at Date
of Grant |
| Unvested as of October 31, 2020 | | 100,280 | | | $ | 67.69 | |
| Granted | | 73,098 | | | 97.87 | |
| Vested | | (44,142) | | | 65.68 | |
| Forfeited | | (4,984) | | | 79.15 | |
| Unvested as of October 31, 2021 | | 124,252 | | | $ | 85.54 | |
As of October 31, 2021, there was $5.3 million of total unrecognized compensation cost related to unvested restricted stock units that is expected to be recognized over a weighted-average period of 2.19 years.
Unrestricted Common Stock Awards
During fiscal 2021, 2020, and 2019, 8,070, 8,920, and 10,090 shares, respectively, of fully vested unrestricted common stock awards were granted to certain Board members as a component of their compensation for their service on the Board and were recorded within selling, general and administrative expense in the Consolidated Statements of Earnings. Additionally, our Board members may elect to convert a portion or all of their calendar year annual retainers otherwise payable in cash into shares of the company's common stock.
Deferred Compensation Plan
The company maintains The Toro Company Investment, Savings,a deferred compensation plan that allows executive officers and Employee Stock Ownership Plan for eligible employees. Thecertain other employees that receive performance share awards under the 2010 plan to defer receipt of shares of the company's expensescommon stock paid out under such awards to a date in the future. Participants can defer up to 100 percent of the common stock payout and are always 100 percent vested in their accounts. Common stock payout deferrals under this plan were $18.8 million, $17.9 million,are held in a rabbi trust and $17.0 million for the fiscal years ended October 31, 2018, 2017,
treated in a manner similar to treasury shares and 2016, respectively.
In addition, the company and its subsidiaries have defined benefit, supplemental, and other retirement plans covering certain employees in the U.S. and the United Kingdom. The projected benefit obligation of these plans as of October 31, 2018 and 2017 was $36.3 million and $41.4 million, respectively, and the net liability amount recognizedare recorded at cost within stockholders' equity in the Consolidated Balance Sheets as of October 31, 2021 and 2020. The total of common stock required to settle this deferred compensation obligation is included in the denominator of the calculation of both basic and diluted net earnings per share of common stock.
Stock Repurchase Program
On December 3, 2015, the company's Board authorized the repurchase of 8,000,000 shares of the company's common stock in open-market or in privately negotiated transactions. On December 4, 2018, the company's Board authorized the repurchase of up to an additional 5,000,000 shares of common stock in open-market or in privately negotiated transactions under the authorized stock repurchase program. During fiscal 2021 and 2017 was $5.12019, the company paid $302.3 million and $4.6$20.0 million respectively. The accumulated benefit obligationto repurchase 2,989,794 and 359,758 shares, respectively, under the authorized repurchase program; and as a result of these plansthe fiscal 2021 repurchase activity, no shares remained authorized under the December 3, 2015 tranche of authorized shares under the company's stock repurchase program as of October 31, 2018 and 2017 was $36.3 million and $41.4 million, respectively.2021. The fair valuecompany curtailed the repurchase of shares of its common stock during fiscal 2020 as a result of the plan assets as of October 31, 2018Venture Products transaction and 2017 was $33.2 millionto enhance its liquidity position in response to COVID-19; and $35.2 million, respectively. The net funded status of these plans as of October 31, 2018 and 2017 was underfunded at $3.1 million and $6.2 million, respectively. The net expense recognized in the Consolidated Financial Statements for these plans was $0.2 million, $1.5 million, and $1.2 million for the fiscal years ended October 31, 2018, 2017, and 2016, respectively.
Amounts recognized in AOCL consisted of (in thousands):
|
| | | | | | | | | | | | |
| Fiscal Years Ended October 31 | | Defined Benefit Pension Plans | | Post-Retirement Benefit Plan | | Total |
| 2018 | | |
| | |
| | |
|
| Net actuarial loss (gain) | | $ | 4,632 |
| | $ | (4,071 | ) | | $ | 561 |
|
| Accumulated other comprehensive loss (income) | | $ | 4,632 |
| | $ | (4,071 | ) | | $ | 561 |
|
| 2017 | | |
| | |
| | |
|
| Net actuarial loss (gain) | | $ | 4,998 |
| | $ | (2,986 | ) | | $ | 2,012 |
|
| Accumulated other comprehensive loss (income) | | $ | 4,998 |
| | $ | (2,986 | ) | | $ | 2,012 |
|
The following amounts are included within AOCL as of October 31, 2018 and are expected to be recognized as components of net periodic benefit costthus, no shares were repurchased during fiscal 2019 (in thousands):
|
| | | | | | | | | | | | |
| October 31, 2018 | | Defined Benefit Pension Plans | | Post-Retirement Benefit Plan | | Total |
| Net actuarial loss (gain) | | $ | 133 |
| | $ | (413 | ) | | $ | (280 | ) |
| Total | | $ | 133 |
| | $ | (413 | ) | | $ | (280 | ) |
Amounts recognized in net periodic benefit cost and other comprehensive loss (income) consisted of (in thousands):
|
| | | | | | | | | | | | |
| Fiscal Years Ended October 31 | | Defined Benefit Pension Plans | | Post-Retirement Benefit Plan | | Total |
| 2018 | | |
| | |
| | |
|
| Net actuarial (gain) | | $ | (277 | ) | | $ | (745 | ) | | $ | (1,022 | ) |
| Amortization of unrecognized actuarial gain (loss) | | (300 | ) | | 287 |
| | (13 | ) |
| Total recognized in other comprehensive income | | $ | (577 | ) | | $ | (458 | ) | | $ | (1,035 | ) |
| Total recognized in net periodic benefit cost and other comprehensive loss (income) | | $ | 106 |
| | $ | (1,322 | ) | | $ | (1,216 | ) |
|
| | | | | | | | | | | | |
| Fiscal Years Ended October 31 | | Defined Benefit Pension Plans | | Post-Retirement Benefit Plan | | Total |
| 2017 | | |
| | |
| | |
|
| Net actuarial (gain) | | $ | (280 | ) | | $ | (3,534 | ) | | $ | (3,814 | ) |
| Prior service cost | | 51 |
| | — |
| | 51 |
|
| Amortization of unrecognized prior service credit | | (360 | ) | | — |
| | (360 | ) |
| Amortization of unrecognized actuarial (loss) | | (219 | ) | | (5 | ) | | (224 | ) |
| Total recognized in other comprehensive income | | $ | (808 | ) | | $ | (3,539 | ) | | $ | (4,347 | ) |
| Total recognized in net periodic benefit cost and other comprehensive loss (income) | | $ | 22 |
| | $ | (2,892 | ) | | $ | (2,870 | ) |
2020. The company has omittedcurtailed the remaining disclosures forrepurchase of shares of its defined benefit planscommon stock during the company's fiscal 2019 second, third, and post-retirement healthcare planfourth quarters as the company deems these plans to be immaterial to its Consolidated Financial Position and Results of Operations.
The company's businesses are organized, managed, and internally grouped into segments based on similarities in products and services. Segment selection is based on the manner in which management organizes segments for making operating and investment decisions and assessing performance. The company has identified nine operating segments and has aggregated certain of those segments into two reportable segments: Professional and Residential. The aggregationa result of the company's segments is based on the segments having the following similarities: economic characteristics, types of products and services, types of production processes, type or class of customers, and method of distribution.
The Professional business segment consists of turf and landscape equipment, snow and ice management equipment, and irrigation products. Turf and landscape equipment products include sports fields and grounds maintenance equipment, golf course mowing and maintenance equipment, landscape contractor mowing equipment, landscape creation and
renovation equipment, rental and specialty construction equipment, and other maintenance equipment. Snow and ice management equipment products include snowplows, salt and sand spreaders, and related parts and accessories for light and medium duty trucks, utility task vehicles, skid steers, and front-end loaders. Irrigation products consist of sprinkler heads, electric and hydraulic valves, controllers, computer irrigation central control systems, coupling systems, and ag-irrigation drip tape and hose products, as well as professionally installed lighting products offered through distributors and landscape contractors that also purchase irrigation products. Professional business segment products are sold mainly through a network of distributors and dealers to professional users engaged in maintaining golf courses, sports fields, municipal properties, agricultural fields, residential and commercial landscapes, and removing snow and ice, as well as directly to government customers, rental companies, and large retailers.
The Residential business segment consists of walk power mowers, riding mowers, snow throwers, replacement parts, and home solutions products, including trimmers, blowers, blower-vacuums, and underground and hose-end retail irrigation products sold in Australia. Residential business segment products are sold to homeowners through a network of distributors and dealers, and through a broad array of home centers, hardware retailers, and mass retailers, as well as online.
The company's remaining activities are presented as "Other" due to their insignificance. These Other activities consist of the company's wholly-owned domestic distribution company, the company's corporate activities, and the elimination of intersegment revenues and expenses. Corporate activities include general corporate expenditures (finance, human resources, legal, information services, public relations, and similar activities) and other unallocated corporate assets and liabilities, such as corporate facilities and deferred tax assets and liabilities.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies in Note 1. The company evaluates the performance of its Professional and Residential business segment results based on earnings from operations plus other income, net. The business segment's operating profits or losses include direct costs incurred at the segment's operating level plus allocated expenses, such as profit sharing and manufacturing expenses. The allocated expenses represent costs that these operations would have incurred otherwise, but do not include general corporate expenses, interest expense, and income taxes. Operating loss for the company's Other activities includes earnings (loss) from the company's domestic wholly-owned distribution company, corporate activities, other income, and interest expense. The company accounts for intersegment gross sales at current market prices.
The following tables present summarized financial information concerning the company's reportable segments and Other activities (in thousands):
|
| | | | | | | | | | | | | | | | |
| Fiscal Year Ended October 31, 2018 | | Professional | | Residential | | Other | | Total |
| Net sales | | $ | 1,946,999 |
| | $ | 654,413 |
| | $ | 17,238 |
| | $ | 2,618,650 |
|
| Intersegment gross sales | | 29,798 |
| | 312 |
| | (30,110 | ) | | — |
|
| Earnings (loss) before income taxes | | 399,806 |
| | 64,807 |
| | (92,216 | ) | | 372,397 |
|
| Total assets | | 916,106 |
| | 199,273 |
| | 455,605 |
| | 1,570,984 |
|
| Capital expenditures | | 58,109 |
| | 16,014 |
| | 16,001 |
| | 90,124 |
|
| Depreciation and amortization | | $ | 38,585 |
| | $ | 9,999 |
| | $ | 12,693 |
| | $ | 61,277 |
|
|
| | | | | | | | | | | | | | | | |
| Fiscal Year Ended October 31, 2017 | | Professional | | Residential | | Other | | Total |
| Net sales | | $ | 1,811,705 |
| | $ | 673,247 |
| | $ | 20,224 |
| | $ | 2,505,176 |
|
| Intersegment gross sales | | 27,893 |
| | 332 |
| | (28,225 | ) | | — |
|
| Earnings (loss) before income taxes | | 379,496 |
| | 74,704 |
| | (101,016 | ) | | 353,184 |
|
| Total assets | | 836,600 |
| | 189,578 |
| | 467,609 |
| | 1,493,787 |
|
| Capital expenditures | | 29,786 |
| | 10,605 |
| | 17,885 |
| | 58,276 |
|
| Depreciation and amortization | | $ | 41,313 |
| | $ | 10,308 |
| | $ | 13,365 |
| | $ | 64,986 |
|
|
| | | | | | | | | | | | | | | | |
| Fiscal Year Ended October 31, 2016 | | Professional | | Residential | | Other | | Total |
| Net sales | | $ | 1,705,312 |
| | $ | 669,131 |
| | $ | 17,732 |
| | $ | 2,392,175 |
|
| Intersegment gross sales | | 28,138 |
| | 354 |
| | (28,492 | ) | | — |
|
| Earnings (loss) before income taxes | | 352,060 |
| | 73,691 |
| | (95,291 | ) | | 330,460 |
|
| Total assets | | 774,762 |
| | 188,920 |
| | 420,890 |
| | 1,384,572 |
|
| Capital expenditures | | 27,296 |
| | 13,794 |
| | 9,633 |
| | 50,723 |
|
| Depreciation and amortization | | $ | 40,715 |
| | $ | 10,406 |
| | $ | 12,976 |
| | $ | 64,097 |
|
During fiscal 2018, no customer accounted for 10 percent or more of total consolidated gross sales. Sales to one customer in the Residential segment accounted for 10 percent and 11 percent of total consolidated gross sales in fiscal 2017 and 2016, respectively.
The following table presents the details of operating loss before income taxes for the company's Other activities (in thousands):
|
| | | | | | | | | | | | |
| Fiscal Years Ended October 31 | | 2018 | | 2017 | | 2016 |
| Corporate expenses | | $ | (92,541 | ) | | $ | (100,928 | ) | | $ | (95,288 | ) |
| Interest expense | | (19,096 | ) | | (19,113 | ) | | (19,336 | ) |
| Other income | | 19,421 |
| | 19,025 |
| | 19,333 |
|
| Total operating loss | | $ | (92,216 | ) | | $ | (101,016 | ) | | $ | (95,291 | ) |
The following table presents net sales for groups of similar products and services (in thousands):
|
| | | | | | | | | | | | |
| Fiscal Years Ended October 31 | | 2018 | | 2017 | | 2016 |
| Equipment | | $ | 2,210,047 |
| | $ | 2,060,354 |
| | $ | 2,001,150 |
|
| Irrigation and lighting | | 408,603 |
| | 444,822 |
| | 391,025 |
|
| Total net sales | | $ | 2,618,650 |
| | $ | 2,505,176 |
| | $ | 2,392,175 |
|
The following geographic area data includes net sales based on product shipment destination and long-lived assets, which consist of net property, plant, and equipment, and is based on physical location in addition to allocated capital tooling from U.S. plant facilities (in thousands):
|
| | | | | | | | | | | | |
| Fiscal Years Ended October 31 | | United States | | Foreign Countries | | Total |
| 2018 | | |
| | |
| | |
|
| Net sales | | $ | 1,975,562 |
| | $ | 643,088 |
| | $ | 2,618,650 |
|
| Long-lived assets | | $ | 230,246 |
| | $ | 41,213 |
| | $ | 271,459 |
|
| 2017 | | |
| | |
| | |
|
| Net sales | | $ | 1,893,249 |
| | $ | 611,927 |
| | $ | 2,505,176 |
|
| Long-lived assets | | $ | 194,338 |
| | $ | 40,892 |
| | $ | 235,230 |
|
| 2016 | | |
| | |
| | |
|
| Net sales | | $ | 1,812,587 |
| | $ | 579,588 |
| | $ | 2,392,175 |
|
| Long-lived assets | | $ | 188,869 |
| | $ | 33,169 |
| | $ | 222,038 |
|
|
| |
12 | COMMITMENTS AND CONTINGENT LIABILITIES |
Leases
The company enters into contracts for operating lease agreements for certain property, plant, or equipment assets in the normal course of business, such as buildings for manufacturing facilities, office space, distribution centers, and warehouse facilities; land for product testing sites; machinery and equipment for research and development activities, manufacturing and assembly processes, and administrative tasks; and vehicles for sales, marketing and distribution activities. Total rental expense for operating leases was $27.4 million, $27.9 million and $26.4 million for the fiscal years ended October 31, 2018, 2017 and 2016, respectively.CMW transaction. As of October 31, 2021, 4,052,462 shares remained authorized by the company's Board for repurchase under the December 4, 2018 futuretranche of authorized shares under the company's stock repurchase program. This authorized stock repurchase program has no expiration date but may be terminated by the Board at any time. The authorized stock repurchase program does not include shares of the company's common stock surrendered by employees to satisfy minimum lease paymentstax withholding obligations upon vesting of certain stock-based compensation awards granted under noncancelable operating leases amountedthe company's 2010 plan.
Treasury Shares
Treasury shares generally consist of shares of the company's common stock repurchased under the company's Board authorized stock repurchase program. The company values treasury shares on an average cost basis. As of October 31, 2021, the company had a total of 22,566,717 treasury shares at a total average cost of $1,595.8 million. As of October 31, 2020, the company had a total of 20,545,330 treasury shares at a total average cost of $1,323.2 million.
Accumulated Other Comprehensive Loss
The components of AOCL, net of tax, within the Consolidated Statements of Stockholders' Equity were as follows (in thousands):
| | | | | | | | | | | | | | |
| As of October 31 | | 2021 | | 2020 |
| Foreign currency translation adjustments | | $ | 19,535 | | | $ | 24,508 | |
| Pension benefits | | 3,899 | | | 5,106 | |
| Cash flow derivative instruments | | 2,562 | | | 4,648 | |
| Total accumulated other comprehensive loss | | $ | 25,996 | | | $ | 34,262 | |
The components and activity of AOCL, net of tax, were as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Foreign Currency Translation Adjustments | | Pension Benefits | | Cash Flow Derivative Instruments | | Total |
| Balance as of October 31, 2020 | | $ | 24,508 | | | $ | 5,106 | | | $ | 4,648 | | | $ | 34,262 | |
| Other comprehensive income before reclassifications | | (4,973) | | | (1,207) | | | (12,830) | | | (19,010) | |
| Amounts reclassified from AOCL | | — | | | — | | | 10,744 | | | 10,744 | |
| Net current period other comprehensive income | | (4,973) | | | (1,207) | | | (2,086) | | | (8,266) | |
| Balance as of October 31, 2021 | | $ | 19,535 | | | $ | 3,899 | | | $ | 2,562 | | | $ | 25,996 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Foreign Currency Translation Adjustments | | Pension Benefits | | Cash Flow Derivative Instruments | | Total |
| Balance as of October 31, 2019 | | $ | 31,025 | | | $ | 4,861 | | | $ | (3,837) | | | $ | 32,049 | |
| Other comprehensive (income) loss before reclassifications | | (6,517) | | | 245 | | | 14,159 | | | 7,887 | |
| Amounts reclassified from AOCL | | — | | | — | | | (5,674) | | | (5,674) | |
| Net current period other comprehensive (income) loss | | (6,517) | | | 245 | | | 8,485 | | | 2,213 | |
| Balance as of October 31, 2020 | | $ | 24,508 | | | $ | 5,106 | | | $ | 4,648 | | | $ | 34,262 | |
For additional information on the components reclassified from AOCL to $79.3 million as follows: 2019, $16.2 million; 2020, $12.7 million; 2021, $12.1 million; 2022, $9.8 million; 2023, $7.5 million;the respective line items in net earnings for derivative instruments refer to Note 14, Derivative Instruments and after 2023, $21.0 million.Hedging Activities.
| | | | | |
| 12 | Commitments and Contingencies |
Customer Financing Arrangements
Wholesale Financing
The company is party to a joint venture with TCFIF, established as Red Iron. SeeIron, to provide wholesale financing to certain dealers and distributors of certain of the company's products. Refer to Note 38, Investment in Joint Venture, for additional information related to Red Iron. SomeUnder a separate agreement, TCFCFC provides inventory financing to dealers of certain of the company's products soldin Canada. The company also has floor plan financing agreements with other third-party financial institutions to independentprovide floor plan financing to certain dealers and distributors not financed through Red Iron, which include agreements with third-party financial institutions in Australia arethe U.S. and internationally. These third-party financial institutions and TCFCFC financed by a third-party finance company. This third-party financing company purchased $29.8$460.5 million and $410.7 million of receivables fromfor such dealers and distributors during the company during fiscal 2018.years ended October 31, 2021 and 2020, respectively. As of October 31, 2018, $13.02021 and 2020, $151.5 million and $137.6 million, respectively, of receivables financed by the
third-party financing company,institutions and TCFCFC, excluding Red Iron, waswere outstanding.
The company entered into a limited inventory repurchase agreement with Red Iron and TCFCFC. Under such limited inventory repurchase agreement, the company has agreed to repurchase products repossessed by Red Iron and TCFCFC, up to a maximum aggregate amount of $7.5 million in a calendar year. Additionally, as a result of the company's floor plan financing agreements with the separate third-party financial institutions, the company also entersentered into limited inventory repurchase agreements with third party financing companies and Red Iron for receivables financedthe separate third-party financial institutions. Under such inventory repurchase agreements, the company has agreed to repurchase products repossessed by third party financing companies and Red Iron. As ofthe separate third-party financial institutions. For the fiscal years ended October 31, 2018,2021 and 2020, the company was contingently liable to repurchase up to a maximum amount of $10.5$96.8 million and $128.1 million, respectively, of inventory related to receivables under these inventory repurchase agreements. The company's financial exposure under these inventory repurchase agreements is limited to the difference between the amount paid to Red Iron or other third-party financing arrangements.institutions for repurchases of inventory and the amount received upon subsequent resale of the repossessed product. The company has repurchased only immaterial amounts of inventory under these repurchase agreements since inception.pursuant to such arrangements during the fiscal years ended October 31, 2021, 2020, and 2019.
End-User Financing
The company has agreements with third partythird-party financing companies to provide lease-financingfinancing options to golf course and sports fields and grounds equipment customers inend-customers throughout the U.S., Australia, and select countries in Europe.world. The company has no material contingent liabilities for residual value or credit collection risk under these agreements with third partythird-party financing companies.
From time to time, the company enters into
agreements where it provides recourse to third partythird-party finance companies in the event of default by the customerend-customer for leasefinancing payments to the third-party finance company. The company's maximum exposure for credit collection as offor the fiscal years ended October 31, 20182021 and 2020 was $6.7 million.$11.4 million and $12.5 million, respectively.
Purchase Commitments
As of October 31, 2018,2021, the company had $9.7$57.1 million of noncancelable purchase commitments with certain of the company's suppliers for materials and suppliescommodities as part of the normal course of business. The company also entered into various construction contracts and related agreements for the renovation and expansion of its Tomah, Wisconsin manufacturing facility. As of October 31, 2018, the amount of the remaining obligation under the various construction contracts and related agreements was $5.5 million.
Letters of Credit
The company's domestic and non-U.S. operations maintain import letters of credit during the normal course of business, as required by some vendor contracts. As of October 31, 2018 and 2017,2021, the company had $6.7 milliondid not have any material noncancelable purchase commitments related to capital expenditures for renovation and $10.2 million, respectively, in outstanding import letters of credit.expansion efforts at the company's facilities and other property, plant and equipment.
Litigation
TheFrom time to time, the company is party to litigation in the ordinary course of business. Such matters are generally subject to uncertainties and to outcomes that are not predictable with assurance and that may not be known for extended periods of time. Litigation occasionally involves claims for punitive, as well as compensatory, damages arising out of the use of the company's products. Although the company is self-insured to some extent, the company maintains insurance against certain product liability losses. The company is also subject to litigation and administrative and judicial proceedings with respect to claims involving asbestos and the discharge of hazardous substances into the environment. Some of these claims assert damages and
liability for personal injury, remedial investigations or clean upclean-up and other costs and damages. The company is also typicallyoccasionally involved in commercial disputes, employment disputes, and patent litigation cases in which it is asserting or defending against patent infringement claims. To prevent possible infringement of the company's patents by others, the company periodically reviews competitors' products. To avoid potential liability with respect to others' patents, the company regularly reviews certain patents issued by the U.S. Patent and Trademark Office and foreign patent offices. ManagementThe company believes these activities help minimize its risk of being a defendant in patent infringement litigation. The company is currently involved in patent litigation cases, including cases by or against competitors, where it is asserting and defending against claims of patent infringement. Such cases are at varying stages in the litigation process.
The company records a liability in its Consolidated Financial Statements for costs related to claims, including future legal costs, settlements, and judgments, where the company has assessed that a loss is probable and an amount can be reasonably estimated. If the reasonable estimate of a probable loss is a range, the company records the most probable estimate of the loss or the minimum amount when no amount within the range is a better estimate than any other amount. The company discloses a contingent liability even if the liability is not probable or the amount is not estimable, or both, if there is a reasonable possibility that a material loss may have been incurred. In the opinion of management, the amount of liability, if any, with respect to these matters, individually or in the aggregate, will not materially affect itsthe company's Consolidated Results of Operations, Financial
Position, or Cash Flows. In situations where the company receives, or expects to receive, a favorable ruling related to a litigation settlement, the company follows the accounting standards codification guidance for gain contingencies. The company does not allow for the recognition of a gain contingency within its Consolidated Financial Statements prior to the settlement of the underlying events or contingencies associated with the gain contingency. As a result, the consideration related to a gain contingency is recorded in the Consolidated Financial Statements during the period in which all underlying events or contingencies are resolved and the gain is realized.
On November 19, 2020, Exmark Manufacturing Company Incorporated ("Exmark"), a wholly-owned subsidiary of the company, and Briggs & Stratton Corporation (“BGG”) entered into a settlement agreement (“Settlement Agreement”) relating to the decade-long patent infringement litigation that Exmark originally filed in May 2010 against Briggs & Stratton Power Products Group, LLC (“BSPPG”), a former wholly-owned subsidiary of BGG (Case No. 8:10CV187, U.S. District Court for the District of Nebraska) (the “Infringement Action”). In the Infringement Action, Exmark alleged that certain mower decks manufactured by BSPPG infringed an Exmark mower deck patent. Despite favorable judgments in the Infringement Action in favor of Exmark, including with regard to awarded damages, actions by BGG during the second half of calendar year 2020 put in jeopardy the certainty and timing of the eventual receipt of the damages awarded to Exmark in the Infringement Action, including (i) the filing by BGG and certain of its subsidiaries for bankruptcy relief under chapter 11 of title 11 of the United States Bankruptcy Code (“BGG Bankruptcy”); (ii) the sale of substantially all the assets (but not certain liabilities, including the Infringement Action) of BGG and its subsidiaries to a third-party pursuant to Section 363 of the United States Bankruptcy Code; and (iii) a petition filed by BGG for a panel rehearing of the United States Court of Appeals for the Federal Circuit's decision in the Infringement Action (“Rehearing Petition”).
As a result, on November 19, 2020, Exmark entered into the Settlement Agreement with BGG which provided, among other things, that (i) upon approval by the bankruptcy court, and such approval becoming final and nonappealable, BGG agreed to pay Exmark $33.65 million (“Settlement Amount”), (ii) BGG agreed to immediately withdraw the Rehearing Petition and otherwise not pursue additional appellate review regarding the Infringement Action, and (iii) after receipt of the Settlement Amount, Exmark agreed to release a supersedeas appeal bond that had been obtained by BGG to support payment of the damages awarded to Exmark in the Infringement Action. On November 20, 2020, BGG filed a motion to withdraw the Rehearing Petition and on December 16, 2020, the bankruptcy court approved the Settlement Agreement. During January 2021, the first quarter of fiscal 2021, the Settlement Amount was received by Exmark in connection with the settlement of the Infringement
Action and at such time, the underlying events and contingencies associated with the gain contingency related to the Infringement Action were satisfied. As such, the company recognized in selling, general and administrative expense within the Consolidated Statements of Earnings during the first quarter of fiscal 2021 (i) the gain associated with the Infringement Action and (ii) a corresponding expense related to the contingent fee arrangement with the company's external legal counsel customary in patent infringement cases equal to approximately 50 percent of the Settlement Amount.
|
| | | | |
| 13 | FINANCIAL INSTRUMENTSLeases |
ConcentrationsThe company adopted ASU No. 2016-02, Leases (Topic) 842, on November 1, 2019, the first quarter of Credit Riskfiscal 2020, under the modified retrospective transition method with no cumulative-effect adjustment to beginning retained earnings within the Consolidated Balance Sheet as of such date. Accordingly, the company's Consolidated Financial Statements for the fiscal years ended October 31, 2021 and 2020 have been prepared and presented in accordance with ASC Topic 842, Leases, and the company's Consolidated Financial Statements for the fiscal year ended October 31, 2019 continue to be prepared and presented in accordance with the legacy lease accounting guidance at ASC Topic 840, Leases.
Financial instruments,The company enters into contracts that are, or contain, operating lease agreements for certain property, plant, or equipment assets utilized in the normal course of business, such as buildings for manufacturing facilities, office space, distribution centers, and warehouse facilities; land for product testing sites; machinery and equipment for research and development activities, manufacturing and assembly processes, and administrative tasks; and vehicles for sales, service, marketing, and distribution activities. Contracts that explicitly or implicitly relate to property, plant, and equipment are assessed at inception to determine if the contract is, or contains, a lease. Such contracts for operating lease agreements convey the company's right to direct the use of, and obtain substantially all of the economic benefits from, an identified asset for a defined period of time in exchange for consideration.
The lease term begins and is determined upon lease commencement, which potentially subjectis the point in time when the company takes possession of the identified asset, and includes all non-cancelable periods. The lease term may also include options to concentrationsextend or terminate the lease when it is reasonably certain that such options will be exercised after considering all relevant economic and financial factors. Options to extend or terminate a lease are generally exercisable at the company's sole discretion, subject to any required minimum notification period and/or other contractual terms as defined within the respective lease agreement, as applicable. The company's renewal options generally range from extended terms of credit risk, consist principallytwo to ten years. Certain leases also include options to purchase the identified
asset. Lease expense for the company's operating leases is recognized on a straight-line basis over the lease term and is recorded in cost of accounts receivablesales or selling, general and administrative expense within the Consolidated Statements of Earnings depending on the nature and use of the identified asset underlying the respective operating lease arrangement. The company does not recognize right-of-use assets and lease liabilities, but does recognize expense on a straight-line basis, for short-term operating leases which have a lease term of 12 months or less and do not include an option to purchase the underlying asset.
Lease payments are determined at lease commencement and represent fixed lease payments as defined within the respective lease agreement or, in the case of certain lease agreements, variable lease payments that are concentratedmeasured as of the lease commencement date based on the prevailing index or market rate. Future adjustments to variable lease payments are defined and scheduled within the respective lease agreement and are determined based upon the prevailing market or index rate at the time of the adjustment relative to the market or index rate determined at lease commencement. Certain other lease agreements contain variable lease payments that are determined based upon actual utilization of the identified asset. Such future adjustments to variable lease payments and variable lease payments based upon actual utilization of the identified asset are not included within the determination of lease payments at commencement but rather, are recorded as variable lease expense in the Professionalperiod in which the variable lease cost is incurred. Additionally, the company's operating leases generally do not include material residual value guarantees. The company has operating leases with both lease components and Residential business segments.non-lease components. For all underlying asset classes, the company accounts for lease components separately from non-lease components based on the relative market value of each component. Non-lease components typically consist of common area maintenance, utilities, and/or other repairs and maintenance services. The credit risk associated with these segments is limited becausecosts related to non-lease components are not included within the determination of lease payments at commencement.
Right-of-use assets represent the company's right to use an underlying asset throughout the lease term and lease liabilities represent the company's obligation to make lease payments arising from the lease agreement. The company accounts for operating lease liabilities at lease commencement and on an ongoing basis as the present value of the large number of customersminimum remaining lease payments under the respective lease term. Minimum remaining lease payments are discounted to present value based on the rate implicit in the company's customer baseoperating lease agreement or the estimated incremental borrowing rate at lease commencement if the rate implicit in the lease is not readily determinable. Generally, the estimated incremental borrowing rate is used as the rate implicit in the lease is not readily determinable. The estimated incremental borrowing rate represents the rate of interest that the company would have to pay to borrow on a general and their geographic dispersion, exceptunsecured collateralized basis over a similar term, an amount equal to the lease payments in a similar economic
environment. The company determines the estimated incremental borrowing rate at lease commencement based on available information at such time, including lease term, lease currency, and geographical market. Right-of-use assets are measured as the amount of the corresponding operating lease liability for the Residential segment that has significant salesrespective operating lease agreement, adjusted for prepaid or accrued lease payments, the remaining balance of any lease incentives received, unamortized initial direct costs, and impairment of the operating lease right-of-use asset, as applicable.
The following table presents the lease expense incurred on the company’s operating, short-term, and variable leases (in thousands):
| | | | | | | | | | | | | | |
| Fiscal Year Ended October 31 | | 2021 | | 2020 |
| Operating lease expense | | $ | 20,361 | | | $ | 19,637 | |
| Short-term lease expense | | 2,953 | | | 2,949 | |
| Variable lease expense | | 97 | | | 134 | |
| Total lease expense | | $ | 23,411 | | | $ | 22,720 | |
Total lease expense related to the company's operating leases under the legacy lease accounting guidance at ASC Topic 840, Leases, was $34.1 million for the fiscal year ended October 31, 2019.
The Home Depot.following table presents supplemental cash flow information related to the company's operating leases (in thousands):
| | | | | | | | | | | | | | |
| Fiscal Year Ended October 31 | | 2021 | | 2020 |
| Operating cash flows for amounts included in the measurement of lease liabilities | | $ | 18,877 | | | $ | 17,762 | |
| Right-of-use assets obtained in exchange for lease obligations | | $ | 5,390 | | | $ | 22,667 | |
The following table presents other lease information related to the company's operating leases as of October 31, 2021 and October 31, 2020:
| | | | | | | | | | | | | | |
| | October 31, 2021 | | October 31, 2020 |
| Weighted-average remaining lease term of operating leases in years | | 6.6 | | 7.1 |
| Weighted-average discount rate of operating leases | | 2.71 | % | | 2.79 | % |
The following table reconciles the total undiscounted future cash flows based on the anticipated future minimum operating lease payments by fiscal year for the company's operating leases to the present value of operating lease liabilities recorded within the Consolidated Balance Sheets as of October 31, 2021 (in thousands):
| | | | | | | | |
| | October 31, 2021 |
| 2022 | | $ | 16,833 | |
| 2023 | | 13,568 | |
| 2024 | | 12,042 | |
| 2025 | | 10,446 | |
| 2026 | | 5,408 | |
| Thereafter | | 18,239 | |
| Total future minimum operating lease payments | | 76,536 | |
| Less: imputed interest | | 6,501 | |
| Present value of operating lease liabilities | | $ | 70,035 | |
| | | | | |
| 14 | Derivative Instruments and Hedging Activities |
Risk Management Objective of Using Derivatives
The company is exposed to foreign currency exchange rate risk arising from transactions in the normal course of business, such as sales to third partythird-party customers, sales and loans to wholly ownedwholly-owned foreign subsidiaries, costs associated with foreign plant operations, and purchases from suppliers. The company’s primary currency exchange rate exposures are with the Euro, the Australian dollar, the Canadian dollar, the British pound, the Mexican peso, the Japanese yen, the Chinese Renminbi, and the
Romanian New Leu against the U.S. dollar, as well as the Romanian New Leu against the Euro.
To reduce its exposure to foreign currency exchange rate risk, the company actively manages the exposure of its foreign currency exchange rate risk by entering into various derivative instruments to hedge against such risk, authorized under a company policiespolicy that placeplaces controls on these hedging activities, with counterparties that are highly rated financial institutions. The company’s policy does not allow the use of derivative instruments for trading or speculative purposes. The company has also made an accounting policy election to use the portfolio exception with respect to measuring counterparty credit risk for derivative instruments and to measure the fair value of a portfolio of financial assets and financial liabilities on the basis of the net open risk position with each counterparty.
The company’s hedging activities primarily involve the use of forward currency contracts to hedge most foreign currency transactions, including forecasted sales and purchases denominated in foreign currencies. The company uses derivative instruments only in an attempt to limit underlying exposure from foreign currency exchange rate fluctuations and to minimize earnings and cash flow volatility associated with foreign currency exchange rate fluctuations. Decisions on whether to use such derivative instruments are primarily
based on the amount of exposure to the currency involved and an assessment of the near-term market value for each currency.
The company recognizes all derivative instruments at fair value on the Consolidated Balance Sheets as either assets or liabilities. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as a cash flow hedging instrument.
Cash Flow Hedging Instruments
The company formally documents relationships between cash flow hedging instruments and the related hedged transactions, as well as its risk-management objective and strategy for undertaking cash flow hedging instruments. This process includes linking all cash flow hedging instruments to the forecasted transactions, such as sales to third parties,third-parties and costs associated with foreign plant operations, andincluding purchases from suppliers. At the cash flow hedge’s inception and on an ongoing basis, the company formally assesses whether the cash flow hedging instruments have been highly effective in offsetting changes in the cash flows of the hedged transactions and whether those cash flow hedging instruments may be expected to remain highly effective in future periods.
Changes in the fair values of the spot rate component of outstanding, highly effective cash flow hedging instruments included in the assessment of hedge effectiveness are recorded in other comprehensive income within AOCL on the Consolidated Balance Sheets and are subsequently reclassified to net earnings within the Consolidated Statements of Earnings during the same period in which the cash flows of the underlying hedged transaction affect net earnings. Changes in the fair values of hedge components excluded from the assessment of effectiveness are recognized immediately in net earnings under
the mark-to-market approach. The classification of gains or losses recognized on cash flow hedging instruments and excluded components within the Consolidated Statements of Earnings is the same as that of the underlying exposure. Results of cash flow hedging instruments, and the related excluded components, of sales and costs associated with foreign plant operations, including purchases from suppliers, are recorded in net sales and cost of sales, respectively. The maximum amount of time the company hedges its exposure to the variability in future cash flows for forecasted trade sales and purchases is two years. Results of cash flow hedges of intercompany loans are recorded in other income, net as an offset to the remeasurement of the foreign loan balance.
When it is determined that a derivative instrument is not, or has ceased to be, highly effective as a cash flow hedge, the company discontinues cash flow hedge accounting prospectively. The gain or loss on the dedesignated derivative instrument remains in AOCL and is reclassified to net earnings within the same Consolidated Statements of Earnings line item as the underlying exposure when the forecasted transaction affects net earnings. When the company discontinues cash flow hedge accounting because it is no longer probable, but it is still reasonably possible that the forecasted transaction will occur by the end of the originally expected period or within an additional two-month period of time thereafter, the gain or loss on the derivative
instrument remains in AOCL and is reclassified to net earnings within the same Consolidated Statements of Earnings line item as the underlying exposure when the forecasted transaction affects net earnings. However, if it is probable that a forecasted transaction will not occur by the end of the originally specified time period or within an additional two-month period of time thereafter, the gains and losses that were in AOCL are immediately recognized in net earnings within other income, net in the Consolidated Statements of Earnings. In all situations in which cash flow hedge accounting is discontinued and the derivative instrument remains outstanding, the company carries the derivative instrument at its fair value on the Consolidated Balance Sheets, recognizing future changes in the fair value within other income, net in the Consolidated Statements of Earnings.
As of October 31, 2018,2021, the notional amount outstanding of forward currency contracts designated as cash flow hedging instruments was $245.0$266.0 million.
Derivatives Not Designated as Cash Flow Hedging Instruments
The company also enters into foreign currency contracts that include forward currency contracts to mitigate the remeasurement of specific assets and liabilities on the Consolidated Balance Sheets. These contracts are not designated as cash flow hedging instruments. Accordingly, changes in the fair value of hedges of recorded balance sheet positions, such as cash, receivables, payables, intercompany notes, and other various contractual claims to pay or receive foreign currencies other than the functional currency, are recognized immediately in other income, net, on the Consolidated Statements of Earnings together with the transaction gain or loss from the hedged balance sheet position.
The following table presents the fair value and location of the company’s derivative instruments on the Consolidated Balance Sheets (in thousands):
| | | | | | | | | | | | | | |
| Fair Value as of October 31 | | 2021 | | 2020 |
| Derivative assets: | | | | |
| Derivatives designated as cash flow hedging instruments: | | | | |
| Prepaid expenses and other current assets | | | | |
| Forward currency contracts | | $ | 189 | | | $ | 802 | |
| Derivatives not designated as cash flow hedging instruments: | | | | |
| Prepaid expenses and other current assets | | | | |
| Forward currency contracts | | 133 | | | 131 | |
| Total derivative assets | | $ | 322 | | | $ | 933 | |
| Derivative liabilities: | | | | |
| Derivatives designated as cash flow hedging instruments: | | | | |
| Accrued liabilities | | | | |
| Forward currency contracts | | $ | 1,260 | | | $ | 2,687 | |
| Derivatives not designated as cash flow hedging instruments: | | | | |
| Accrued liabilities | | | | |
| Forward currency contracts | | 872 | | | (203) | |
| Total derivative liabilities | | $ | 2,132 | | | $ | 2,484 | |
|
| | | | | | | | |
| Fair Value as of October 31 | | 2018 | | 2017 |
| Derivative assets: | | |
| | |
|
| Derivatives designated as cash flow hedging instruments: | | |
| | |
|
| Prepaid expenses and other current assets | | |
| | |
|
| Forward currency contracts | | $ | 8,596 |
| | $ | 1,014 |
|
| Derivatives not designated as cash flow hedging instruments: | | |
| | |
|
| Prepaid expenses and other current assets | | |
| | |
|
| Forward currency contracts | | 2,305 |
| | 27 |
|
| Total assets | | $ | 10,901 |
| | $ | 1,041 |
|
| Derivative liabilities: | | |
| | |
|
| Derivatives designated as cash flow hedging instruments: | | |
| | |
|
| Accrued liabilities | | |
| | |
|
| Forward currency contracts | | $ | — |
| | $ | 1,563 |
|
| Derivatives not designated as cash flow hedging instruments: | | |
| | |
|
| Accrued liabilities | | |
| | |
|
| Forward currency contracts | | 13 |
| | 703 |
|
| Total liabilities | | $ | 13 |
| | $ | 2,266 |
|
The company entered into an International Swap Dealers Association ("ISDA") Master Agreement with each counterparty that permits the net settlement of amounts owed under their respective contracts. The ISDA Master Agreement is an industry standardized contract that governs all derivative contracts entered into between the company and the respective counterparty. Under these master netting agreements, net settlement generally permits the company or the counterparty to determine the net amount payable or receivable for contracts due on the same date or in the same currency for similar types of derivative transactions. The company records the fair value of its derivative instruments at the net amount inon its Consolidated Balance Sheets.
The following table showspresents the effects of the master netting arrangements on the fair value of the company’s derivative instruments that are recorded inon the Consolidated Balance Sheets (in thousands):
|
| | | | | | | | |
| Fair Value as of October 31 | | 2018 | | 2017 |
| Derivative assets: | | |
| | |
|
| Forward currency contracts: | | |
| | |
|
| Gross amounts of recognized assets | | $ | 10,901 |
| | $ | 1,055 |
|
| Gross liabilities offset in the Consolidated Balance Sheets | | — |
| | (14 | ) |
| Net amounts of assets presented in the Consolidated Balance Sheets | | $ | 10,901 |
| | $ | 1,041 |
|
| Derivative liabilities: | | |
| | |
|
| Forward currency contracts: | | |
| | |
|
| Gross amounts of recognized liabilities | | $ | (13 | ) | | $ | (2,266 | ) |
| Gross assets offset in the Consolidated Balance Sheets | | — |
| | — |
|
| Net amounts of liabilities presented in the Consolidated Balance Sheets | | $ | (13 | ) | | $ | (2,266 | ) |
| | | | | | | | | | | | | | |
| Fair Value as of October 31 | | 2021 | | 2020 |
| Derivative assets: | | | | |
| Forward currency contracts: | | | | |
| Gross amount of derivative assets | | $ | 423 | | | $ | 1,139 | |
| Derivative liabilities offsetting derivative assets | | (101) | | | (206) | |
| Net amount of derivative assets | | $ | 322 | | | $ | 933 | |
| Derivative liabilities: | | | | |
| Forward currency contracts: | | | | |
| Gross amount of derivative liabilities | | $ | (4,853) | | | $ | (3,233) | |
| Derivative assets offsetting derivative liabilities | | 2,721 | | | 749 | |
| Net amount of derivative liabilities | | $ | (2,132) | | | $ | (2,484) | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
The following table presents the impact and location of the amounts reclassified from AOCL into net earnings on the Consolidated Statements of Earnings and the impact of derivative instruments on the Consolidated Statements of Comprehensive Income for the company's derivatives designated as cash flow hedging instruments (in thousands):
| | | | | Gain (Loss) Reclassified from AOCL into Income | | Gain (Loss) Recognized in OCI on Derivatives | | Gain (Loss) Reclassified from AOCL into Income | | Gain (Loss) Recognized in OCI on Derivatives |
| Fiscal Years Ended October 31 | | 2018 | | 2017 | | 2018 | | 2017 | Fiscal Years Ended October 31 | | 2021 | | 2020 | | 2021 | | 2020 |
| Derivatives designated as cash flow hedging instruments: | | | | | | | | | Derivatives designated as cash flow hedging instruments: | |
| Forward currency contracts: | | | | | | | | | Forward currency contracts: | |
| Net sales | | $ | (2,914 | ) | | $ | 1,547 |
| | $ | 7,008 |
| | $ | (2,007 | ) | Net sales | | $ | (10,883) | | | $ | 5,023 | | | $ | 2,820 | | | $ | (8,232) | |
| Cost of sales | | 988 |
| | (1,156 | ) | | 132 |
| | 1,849 |
| Cost of sales | | 139 | | | 651 | | | (734) | | | (253) | |
| Total derivatives designated as cash flow hedging instruments | | $ | (1,926 | ) | | $ | 391 |
| | $ | 7,140 |
| | $ | (158 | ) | Total derivatives designated as cash flow hedging instruments | | $ | (10,744) | | | $ | 5,674 | | | $ | 2,086 | | | $ | (8,485) | |
During fiscal 20182021 and 2017,2020, the company recognized immaterial losses and gains, respectively, within other income, net on the Consolidated Statement of Earnings due to the discontinuance of cash flow hedge accounting on certain forward currency contracts designated as cash flow hedging instruments. As of October 31, 2018,2021, the company expects to reclassify approximately $5.4$4.4 million of gainslosses from AOCL to earnings during the next twelve months.
The following tables present the impact and location of derivative instruments on the Consolidated Statements of Earnings for the company’s derivatives designated as cash flow hedging instruments and the related components excluded from hedge effectiveness testing (in thousands):
| | | | | | | | | | | | | | |
| | Gain (Loss) Recognized in Earnings on Cash Flow Hedging Instruments |
| Fiscal Year Ended October 31, 2021 | | Net Sales | | Cost of Sales |
| Total Consolidated Statements of Earnings income (expense) amounts in which the effects of cash flow hedging instruments are recorded | | $ | 3,959,584 | | | $ | (2,621,092) | |
| Gain (loss) on derivatives designated as cash flow hedging instruments: | | | | |
| Forward currency contracts: | | | | |
| Amount of gain (loss) reclassified from AOCL into earnings | | (10,883) | | | 139 | |
| Gain on components excluded from effectiveness testing recognized in earnings based on changes in fair value | | $ | 1,427 | | | $ | 614 | |
|
| | | | | | | | | | | | |
| | | Gain (Loss) Recognized in Earnings on Cash Flow Hedging Instruments |
Fiscal Year Ended
October 31, 2018 | | Net Sales | | Cost of Sales | | Other Income, Net |
| Total Consolidated Statements of Earnings income (expense) amounts in which the effects of cash flow hedging instruments are recorded | | $ | 2,618,650 |
| | $ | (1,677,639 | ) | | $ | 18,408 |
|
| Gain (loss) on derivatives designated as cash flow hedging instruments: | | | | | | |
| Forward currency contracts: | | | | | | |
| Amount of gain (loss) reclassified from AOCL into earnings | | (2,914 | ) | | 988 |
| | — |
|
| Gain (loss) on components excluded from effectiveness testing recognized in earnings based on changes in fair value | | $ | 490 |
| | $ | (369 | ) | | $ | — |
|
| | | | | | | | | | | | | | | Gain (Loss) Recognized in Earnings on Cash Flow Hedging Instruments |
| | | Gain (Loss) Recognized in Earnings on Cash Flow Hedging Instruments | |
Fiscal Year Ended
October 31, 2017 | | Net Sales | | Cost of Sales | | Other Income, Net | |
| Fiscal Year Ended October 31, 2020 | | Fiscal Year Ended October 31, 2020 | | Net Sales | | Cost of Sales |
| Total Consolidated Statements of Earnings income (expense) amounts in which the effects of cash flow hedging instruments are recorded | | $ | 2,505,176 |
| | $ | (1,584,339 | ) | | $ | 17,187 |
| Total Consolidated Statements of Earnings income (expense) amounts in which the effects of cash flow hedging instruments are recorded | | $ | 3,378,810 | | | $ | (2,189,036) | |
| Gain (loss) on derivatives designated as cash flow hedging instruments: | | | | | | | |
| Gain on derivatives designated as cash flow hedging instruments: | | Gain on derivatives designated as cash flow hedging instruments: | |
| Forward currency contracts: | | | | | | | Forward currency contracts: | |
| Amount of gain (loss) reclassified from AOCL into earnings | | 1,547 |
| | (1,156 | ) | | — |
| |
| Amount of gain reclassified from AOCL into earnings | | Amount of gain reclassified from AOCL into earnings | | 5,023 | | | 651 | |
| Gain on components excluded from effectiveness testing recognized in earnings based on changes in fair value | | $ | — |
| | $ | — |
| | $ | 231 |
| Gain on components excluded from effectiveness testing recognized in earnings based on changes in fair value | | $ | 3,229 | | | $ | 313 | |
The following table presents the impact and location of derivative instruments on the Consolidated Statements of Earnings for the company’s derivatives not designated as cash flow hedging instruments (in thousands):
|
| | | | | | | | |
| Fiscal Years Ended October 31 | | 2018 | | 2017 |
| Gain (loss) on derivative instruments not designated as cash flow hedging instruments: | | | | |
| Forward currency contracts: | | | | |
| Other income, net | | $ | 2,930 |
| | $ | (4,251 | ) |
| Total gain (loss) on derivatives not designated as cash flow hedging instruments | | $ | 2,930 |
| | $ | (4,251 | ) |
| | | | | | | | | | | | | | |
| Fiscal Years Ended October 31 | | 2021 | | 2020 |
| Loss on derivative instruments not designated as cash flow hedging instruments: | | | | |
| Forward currency contracts: | | | | |
| Other income, net | | $ | (4,566) | | | $ | (5,792) | |
| Total loss on derivatives not designated as cash flow hedging instruments | | $ | (4,566) | | | $ | (5,792) | |
|
| | | | |
1415 | FAIR VALUEFair Value Measurements |
The company categorizes its assets and liabilities into one of three levels based on the assumptions (inputs) used in valuing the asset or liability. Estimates of fair value for financial assets and financial liabilities are based on the framework established in the accounting guidance for fair value measurements. The framework defines fair value, provides guidance for measuring fair value, and requires certain disclosures. The framework discusses valuation techniques such as the market approach (comparable market prices), the
income approach (present value of future income or cash flows), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The framework utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Level 1 provides the most reliable measure of fair value, while Level 3 generally requires significant management judgment. The three levels are defined as follows:
Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3: Unobservable inputs reflecting management's assumptions about the inputs used in pricing the asset or liability.
Recurring Fair Value Measurements
The company's derivative instruments consist of forward currency contracts that are measured at fair value on a recurring basis. The fair value of such forward currency contracts is determined based on observable market transactions of forward currency prices and spot currency rates as of the reporting date. There were no transfers between the levels of the fair value hierarchy during the fiscal years ended October 31, 2018 and 2017.
The following tables present, by level within the fair value hierarchy, the company's financial assets and liabilities that are measured at fair value on a recurring basis as of October 31, 20182021 and 2017,2020, according to the valuation technique utilized to determine their fair values (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Fair Value Measurements Using Inputs Considered as: |
| October 31, 2021 | | Fair Value | | Level 1 | | Level 2 | | Level 3 |
| Assets: | | | | | | | | |
| Forward currency contracts | | $ | 322 | | | $ | — | | | $ | 322 | | | $ | — | |
| Total assets | | $ | 322 | | | $ | — | | | $ | 322 | | | $ | — | |
| | | | | | | | |
| Liabilities: | | | | | | | | |
| Forward currency contracts | | $ | 2,132 | | | $ | — | | | $ | 2,132 | | | $ | — | |
| Total liabilities | | $ | 2,132 | | | $ | — | | | $ | 2,132 | | | $ | — | |
|
| | | | | | | | | | | | | | | | |
| | | | | Fair Value Measurements Using Inputs Considered as: |
| October 31, 2018 | | Fair Value | | Level 1 | | Level 2 | | Level 3 |
| Assets: | | |
| | |
| | |
| | |
|
| Forward currency contracts | | $ | 10,901 |
| | $ | — |
| | $ | 10,901 |
| | $ | — |
|
| Total assets | | $ | 10,901 |
| | $ | — |
| | $ | 10,901 |
| | $ | — |
|
| Liabilities: | | |
| | |
| | |
| | |
|
| Forward currency contracts | | $ | 13 |
| | $ | — |
| | $ | 13 |
| | $ | — |
|
| Total liabilities | | $ | 13 |
| | $ | — |
| | $ | 13 |
| | $ | — |
|
| | | | | | | | | | | | | | | | | | | | Fair Value Measurements Using Inputs Considered as: |
| | | | | Fair Value Measurements Using Inputs Considered as: | |
| October 31, 2017 | | Fair Value | | Level 1 | | Level 2 | | Level 3 | |
| October 31, 2020 | | October 31, 2020 | | Fair Value | | Level 1 | | Level 2 | | Level 3 |
| Assets: | | |
| | |
| | |
| | |
| Assets: | | | | | | | | |
| Forward currency contracts | | $ | 1,041 |
| | $ | — |
| | $ | 1,041 |
| | $ | — |
| Forward currency contracts | | $ | 933 | | | $ | — | | | $ | 933 | | | $ | — | |
| Total assets | | $ | 1,041 |
| | $ | — |
| | $ | 1,041 |
| | $ | — |
| Total assets | | $ | 933 | | | $ | — | | | $ | 933 | | | $ | — | |
| | Liabilities: | | |
| | |
| | |
| | |
| Liabilities: | | | | | | | | |
| Forward currency contracts | | $ | 2,266 |
| | $ | — |
| | $ | 2,266 |
| | $ | — |
| Forward currency contracts | | $ | 2,484 | | | $ | — | | | $ | 2,484 | | | $ | — | |
| Total liabilities | | $ | 2,266 |
| | $ | — |
| | $ | 2,266 |
| | $ | — |
| Total liabilities | | $ | 2,484 | | | $ | — | | | $ | 2,484 | | | $ | — | |
Nonrecurring Fair Value Measurements
The company measures certain assets and liabilities at fair value on a non-recurring basis. Assets and liabilities that are measured at fair value on a nonrecurring basis include long-lived assets, goodwill, and indefinite-lived intangible assets, which would generally be recorded at fair value as a result of an impairment charge. Assets acquired and liabilities assumed as part of acquisitionsa business combination or asset acquisition are also measured at fair value.value on a non-recurring basis during the measurement period allowed by the accounting standards codification guidance for business combinations and asset acquisitions, when applicable. For additional information on the company's business combinations and asset acquisitions and the related non-recurring fair value measurement of the assets acquired and liabilities assumed, refer to Note 2, Business Combinations and Asset Acquisitions.
Other Fair Value Disclosures
The carrying values of the company's short-term financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and short-term debt, including current maturities of long-term debt, when applicable, approximate their fair values due to their short-term nature.
As of October 31, 2021 and 2020, the company's long-term debt included $424.0 million of gross fixed-rate debt that is not subject to variable interest rate fluctuations. The gross fair value of such long-term debt is determined using Level 2 inputs by discounting the projected cash flows based on quoted market rates at which similar amounts of debt could currently be borrowed. As of October 31, 2018,2021, the estimated gross fair value of long-term debt with fixed interest rates was $260.5$517.9 million compared to its gross carrying amount of $221.5$424.0 million. As of October 31, 2017,2020, the estimated gross fair value of long-term debt with fixed interest rates was $282.4$508.2 million compared to its gross carrying amount of $231.1$424.0 million. For additional information regarding long-term debt with fixed interest rates, refer to Note 6, Indebtedness.
|
| | | | |
1516 | SUBSEQUENT EVENTSEmployee Retirement Plans |
Defined Contribution Plan
Effective November 30, 2018, duringThe company maintains The Toro Company Retirement Plan for eligible employees. The company's expenses under this plan, which include costs related to matching contributions and discretionary retirement fund contributions, as applicable, were $28.5 million, $17.4 million, and $23.4 million for the first quarterfiscal years ended October 31, 2021, 2020, and 2019, respectively. The decrease in expense for the fiscal year ended October 31, 2020, as compared to the fiscal years ended October 31, 2021 and October 31, 2019, was primarily the result of the company's suspension of discretionary retirement fund contributions for fiscal 2019,2020 as a proactive cost reduction measure to mitigate the anticipated adverse impacts of COVID-19. The increase in expense for the fiscal year ended October 31, 2021 as compared to the fiscal year ended October 31, 2020 is primarily the result of the resumption of discretionary retirement fund contributions in fiscal 2021.
Defined Benefit Plans
The company has a defined benefit pension plan covering certain employees in the United Kingdom ("defined benefit retirement plan"). The company was also previously a sponsor to another defined benefit pension plan for certain employees in the U.S. (collectively with the defined benefit retirement plan, the "defined benefit retirement plans"). This defined benefit pension plan for certain employees in the U.S. was terminated as of October 31, 2020 and all accumulated benefit obligations of the company completed the acquisition of substantially allrelated to such plan have been satisfied. The projected and accumulated benefit obligation of the defined benefit retirement plan was $35.1 million and $33.4 million as of October 31, 2021 and 2020, respectively. The fair value of the defined benefit retirement plan assets as of October 31, 2021 and assumed certain liabilities2020 was $33.0 million and $29.5 million, respectively. The net funded status of the defined benefit retirement plan as of October 31, 2021 and 2020 was underfunded at $2.1 million and $3.9 million, respectively.
Service costs of the defined benefit retirement plans are presented in selling, general and administrative expense within the Consolidated Statements of Earnings. Non-service cost components of net periodic benefit cost (income), including realized gains or losses as a result of changes in actuarial valuation assumptions, are presented in other income, net within the Consolidated Statements of Earnings. The company recognized income of $0.1 million, $0.2 million, and $6.6 million for a Northeastern U.S. distribution company. This acquisition wasthe fiscal years ended October 31, 2021, 2020, and 2019, respectively.
The company has omitted the remaining disclosures for the defined benefit retirement plans as the company deems these defined benefit retirement plans to be immaterial based on the company'sto its Consolidated Financial Condition and Results of Operations.Statements.
The company has evaluated all subsequent events and concluded that no additional subsequent events have occurred that would require recognition in the Consolidated Financial Statements or disclosure in the Notes to the Consolidated Financial Statements.
|
| |
16 | QUARTERLY FINANCIAL DATA (Unaudited)
|
Summarized quarterly financial data for fiscal 2018 and 2017 are as follows (in thousands):
|
| | | | | | | | | | | | | | | | |
| | | Quarter |
| Fiscal Years Ended October 31, 2018 | | First1 | | Second1 | | Third1 | | Fourth1 |
| Net sales | | $ | 548,246 |
| | $ | 875,280 |
| | $ | 655,821 |
| | $ | 539,303 |
|
| Gross profit | | 204,239 |
| | 324,056 |
| | 233,653 |
| | 179,063 |
|
| Net earnings | | 22,604 |
| | 131,289 |
| | 79,009 |
| | 39,037 |
|
Basic net earnings per share1 | | 0.21 |
| | 1.23 |
| | 0.75 |
| | 0.37 |
|
Diluted net earnings per share1 | | $ | 0.21 |
| | $ | 1.21 |
| | $ | 0.73 |
| | $ | 0.36 |
|
|
| | | | | | | | | | | | | | | | |
| | | Quarter |
| Fiscal Years Ended October 31, 2017 | | First1 | | Second1 | | Third1 | | Fourth1 |
| Net sales | | $ | 515,839 |
| | $ | 872,767 |
| | $ | 627,943 |
| | $ | 488,627 |
|
| Gross profit | | 193,480 |
| | 316,314 |
| | 226,785 |
| | 184,258 |
|
| Net earnings | | 44,990 |
| | 120,475 |
| | 68,404 |
| | 33,848 |
|
Basic net earnings per share1 | | 0.41 |
| | 1.11 |
| | 0.63 |
| | 0.31 |
|
Diluted net earnings per share1 | | $ | 0.41 |
| | $ | 1.08 |
| | $ | 0.61 |
| | $ | 0.31 |
|
| |
1
| Net earnings per share amounts may not equal the full year total due to changes in the number of shares outstanding during the periods and rounding. |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The company maintains disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) that are designed to provide reasonable assurance that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the U.S. SEC's rules and forms and that such information is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating its disclosure controls and procedures, the company recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply judgment in evaluating the cost-benefit relationship of possible internal controls.
The company's management evaluated, with the participation of the company's Chairman of the Board, President and Chief Executive Officer and Vice President, Treasurer and Chief Financial Officer, the effectiveness of the design and operation of the company's disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, the company's Chairman of the Board, President and Chief Executive Officer and Vice President, Treasurer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of the end of such period to provide reasonable assurance that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and that such information relating to the company and its consolidated subsidiaries is accumulated and communicated to management, including the Chairman of the Board, President and Chief Executive Officer and Vice President, Treasurer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
Management's Annual Report on Internal Control over Financial Reporting
The company's management report on internal control over financial reporting is included in this report inAnnual Report on Form 10-K within Part II, Item 8, "Financial Statements and Supplementary Data"Data," under the caption "Management's Report on Internal Control over Financial Reporting."
Attestation Report of the Independent Registered Public Accounting Firm
The report of KPMG LLP, the company's independent registered public accounting firm, regarding the effectiveness of the company's internal control over financial reporting is included in this report inAnnual Report on Form 10-K within Part II, Item 8, "Financial Statements and Supplementary Data"Data," under the caption "Report of Independent Registered Public Accounting Firm." There
Changes in Internal Control over Financial Reporting
On March 2, 2020, during the second quarter of fiscal 2020, the company completed the acquisition of Venture Products. Prior to this acquisition, Venture Products was a privately-held company not subject to the Sarbanes-Oxley Act of 2002, the rules and regulations of the SEC, or other corporate governance requirements to which public companies may be subject. In accordance with guidance issued by the SEC, companies are permitted to exclude acquisitions from their final assessment of internal control over financial reporting during the year of acquisition. As of the end of fiscal 2021, the company has completed its integration activities related to internal control over financial reporting for Venture Products. Accordingly, the company has included Venture Products within its assessment of the effectiveness of its internal control over financial reporting as of October 31, 2021. Refer to the company's management report on internal control over financial reporting included in this Annual Report on Form 10-K within Part II, Item 8, "Financial Statements and Supplementary Data," under the caption "Management's Report on Internal Control over Financial Reporting" for additional information.
With the exception of internal control-related integration activities in connection with the company's acquisition of Venture Products, there was no change in the company's internal control over financial reporting that occurred during the company's fourth quarter of fiscal quarter ended October 31, 20182021 that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information on executive officers required by this item is incorporated by reference from "Executive Officers of the Registrant""Information About Our Executive Officers" in Part I of this annual reportAnnual Report on Form 10-K. Additional information on certain executive officers and other information required by this item is incorporated by reference to information to be contained under the captions "Stock Ownership — Section 16(a) Beneficial Ownership Reporting Compliance," "Proposal One — Election of Directors — Information About BoardDirector Nominees and Continuing Directors," "Corporate Governance — Code of Conduct and Code of Ethics for our CEO and Senior Financial Personnel," and "Corporate Governance — Board Committees," in the company's proxy statement for its 20192022 Annual Meeting of Shareholders to be filed with the SEC.
During the fourth quarter of fiscal 2018,2021, the company did not make any material changes to the procedures by which shareholders may recommend nominees to the Board of Directors, as described in the company's proxy statement for its 20182021 Annual Meeting of Shareholders. The company has a Code of Ethics for its CEO and Senior Financial Personnel, a copy of which is posted on the company's web sitewebsite at www.thetorocompany.com (select the "Investor Information""Investors" link, and then the "Corporate Governance" link, then the "Code of Conduct and Ethics" link). The company intends to satisfy the disclosure requirements of Item 5.05 of Form 8-K and applicable NYSE rules regarding amendments to or waivers from any provision of its Code of Ethics, as applicable, by posting such information on its web sitewebsite at www.thetorocompany.com (select the "Investor Information""Investors" link, and then the "Corporate Governance" link, then the "Code of Conduct and Ethics" link).
ITEM 11. EXECUTIVE COMPENSATION
Information required by this item is incorporated by reference to information to be contained under the captions "Executive Compensation" and "Corporate Governance — Director"Director Compensation" in the company's proxy statement for its 20192022 Annual Meeting of Shareholders to be filed with the SEC.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information required by this item is incorporated by reference to information to be contained under the captions "Stock Ownership" and "Equity Compensation Plan Information" in the company's proxy statement for its 20192022 Annual Meeting of Shareholders to be filed with the SEC.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information required by this item is incorporated by reference to information to be contained under the caption "Corporate Governance — Director Independence" and "Corporate
Governance — Related Person Transactions and Policies and Procedures Regarding Related Person Transactions" in the company's proxy statement for its 20192022 Annual Meeting of Shareholders to be filed with the SEC.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required by this item is incorporated by reference to information to be contained under the captions "Proposal Two — Ratification of Selection of Independent Registered Public Accounting Firm — Audit, Audit-Related, Tax and Other Fees" and "Proposal Two — Ratification of Selection of Independent Registered Public Accounting Firm — Pre-Approval Policies and Procedures" in the company's proxy statement for its 20192022 Annual Meeting of Shareholders to be filed with the SEC.
PART IV
ITEM 15. EXHIBITS,EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this report:Annual Report on Form 10-K:
1.Financial Statements
The following Consolidated Financial Statements of The Toro Company and its consolidated subsidiaries are included in Part II, Item 8, "Financial Statements and Supplementary Data"Data," of this report:
Annual Report on Form 10-K: |
| | | | |
| Management's Report on Internal Control over Financial Reporting | |
| Report of Independent Registered Public Accounting Firm | |
Consolidated Statements of Earnings for the fiscal years ended October 31, 2018, 2017,2021, 2020, and 20162019 | |
Consolidated Statements of Comprehensive Income for the fiscal years ended October 31, 2018, 2017,2021, 2020, and 20162019 | |
Consolidated Balance Sheets as of October 31, 20182021 and 20172020 | |
Consolidated Statements of Cash Flows for the fiscal years ended October 31, 2018, 2017,2021, 2020, and 20162019 | |
Consolidated Statements of Stockholders' Equity for the fiscal years ended October 31, 2018, 2017,2021, 2020, and 20162019 | |
| Notes to Consolidated Financial Statements | |
| |
2. | List of Financial Statement Schedules |
The following financial statement schedule of The Toro Company and its subsidiaries is included herein:
|
| |
Schedule II — Valuation and Qualifying Accounts | |
2.List of Financial Statement Schedules
All otherfinancial statement schedules arehave been omitted because the required information is either inapplicable, immaterial, or the information is presented in the Consolidated Financial Statements or related Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.
3.List of Exhibits
The following exhibits are incorporated herein by reference or are filed or furnished with this reportAnnual Report on Form 10-K as indicated below:
|
| | | | | | | |
| Exhibit Number | | Description |
2.1 (1) | | |
2.2 (2) | | |
2.3 (3) | | |
2.4 (1) (4) | | |
| 2.5 (4) | | |
| 2.6 (1) | | |
2.5
2.7 | | |
2.62.8 (2)
| | |
2.72.9 (3)
| | |
| | | | | | | | |
| 2.10 | | |
2.8
2.11 | | |
| 2.12 | | |
2.92.13 (3)
| | |
|
| 2.14 (4) | | |
2.10
2.15 | | Asset Purchase Agreement and Plan of Merger dated as of October 27, 2014February 14, 2019 among The Toro Company, Northern Star Industries,Helix Company, Inc., The Charles Machine Works, Inc. and its shareholdersAgent 186 LLC, as Shareholders’ Agent (incorporated by reference to Exhibit 2.1 to Registrant'sRegistrant’s Current Report on Form 8-K dated October 27, 2014,February 14, 2019, Commission File No. 1-8649).** |
3.1 and 4.1 | | |
3.2 and 4.2 | | |
3.3 and 4.3 | | |
4.4 | | |
| 4.5 | | |
| 4.6 | | Indenture dated as of January 31, 1997 between Registrant and First National Trust Association, as Trustee, relating to The Toro Company's 7.80% Debentures due June 15, 2027 (incorporated by reference to Exhibit 4(a) to Registrant's Current Report on Form 8-K dated June 24, 1997, Commission File No. 1-8649). (Filed on paper - hyperlink not required pursuant to Rule 105 of Regulation S-T) |
4.6
4.7 | | |
4.7
4.8 | | |
4.8
4.9 | | |
10.1 | | |
10.2 | | |
| 10.3 | | |
10.3
10.4 | | |
10.4
| | |
10.5 | | |
10.6 | | |
10.7 | | |
10.8 | | |
10.9
| | |
10.10
| | |
10.11
| | |
10.12
| | |
10.13
| | |
|
| | | | | | | |
10.14
10.9 | | |
10.15
10.10 | | |
10.16
| | |
10.17
| | |
10.18
10.11 | | |
10.19
10.12 | | |
10.20
10.13 | | |
10.21
| | |
10.22
10.14 | | |
10.23
10.15 | | |
10.24
10.16 | | |
10.25
10.17 | | |
10.26
10.18 | | |
10.27
10.19 | | |
10.28
| | Restated Credit Agreement dated as of June 19, 2018October 5, 2021, by and among The Toro Company and Toro Luxembourg S. a. r. l. and certain subsidiaries,à r.l., as Borrowers, the lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, Swingline Lender and Letter of CreditL/C Issuer, and Wells Fargo Bank, National Association and U.S. Bank National Association, as Syndication AgentCo-Syndication Agents, and BMO Harris Bank, N.A. and HSBC Bank USA, National Association, as Co-Documentation Agents (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated June 19, 2018,October 6, 2021, Commission File No. 1-8649). |
10.2910.20 (1)
| | |
10.3010.21 (2)
| | |
10.3110.22 | | |
21
10.23 | | |
| 10.24 | | |
| 10.25 | | |
| 21 | | |
23
23.1 | | |
31.1 | | |
31.2 | | |
| | | | | | | | |
101 | | The following financial information from The Toro Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2018,2021, filed with the SEC on December 21, 2018,17, 2021, formatted in Inline eXtensible Business Reporting Language (XBRL)(Inline XBRL): (i) Consolidated Statements of Earnings for each of the fiscal years in the three-year period ended October 31, 2018,2021, (ii) Consolidated Statements of Comprehensive Income for each of the fiscal years in the three-year period ended October 31, 2018,2021, (iii) Consolidated Balance Sheets as of October 31, 20182021 and 2017,2020, (iv) Consolidated Statements of Cash Flows for each of the fiscal years in the three-year period ended October 31, 2018,2021, (v) Consolidated Statements of Stockholders' Equity each of the fiscal years in the three-year period ended October 31, 2018,2021, and (vi) Notes to Consolidated Financial Statements (furnished(filed herewith). |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
(1) Portions of this exhibit have been redacted and are subject to an order granting confidential treatment under the Securities Exchange Act of 1934, as amended (File No. 001-08649,1-8649, CF #35552)# 35552). The redacted material was filed separately with the Securities and Exchange Commission.
(2) Portions of this exhibit have been redacted and are subject to an order granting confidential treatment under the Securities Exchange Act of 1934, as amended (File No. 001-08649,1-8649, CF # 35553). The redacted material was filed separately with the Securities and Exchange Commission.
(3) Portions of this exhibit have been redacted and are subject to an order granting confidential treatment under the Securities Exchange Act of 1934, as amended (File No. 001-08649,1-8649, CF # 34521). The redacted material was filed separately with the Securities and Exchange Commission.
(4) Confidential portions of this exhibit have been redacted in compliance with Item 601(b)(10) of Regulation S-K.
* Management contract or compensatory plan or arrangement.
** All exhibits and schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. ToroTTC will furnish the omitted exhibits and schedules to the Securities and Exchange Commission upon request by the Securities and Exchange Commission.
(b) Exhibits
See Item 15(a)(3) above.
(c) Financial Statement Schedules
See Item 15(a)(2) above.
ITEM 16. FORM 10-K SUMMARY
None.
102
SCHEDULE II
THE TORO COMPANY AND SUBSIDIARIES
Valuation and Qualifying Accounts
|
| | | | | | | | | | | | | | | | |
| (Dollars in thousands) | | Balance as of the Beginning of the Fiscal Year | | Charged to Costs and Expenses1 | | Deductions2 | | Balance as of the End of the Fiscal Year |
| Fiscal year ended October 31, 2018 | | |
| | |
| | |
| | |
|
| Allowance for doubtful accounts and notes receivable reserves | | $ | 2,147 |
| | $ | 399 |
| | $ | 318 |
| | $ | 2,228 |
|
| Fiscal year ended October 31, 2017 | | |
| | |
| | |
| | |
|
| Allowance for doubtful accounts and notes receivable reserves | | 1,609 |
| | 934 |
| | 396 |
| | 2,147 |
|
| Fiscal year ended October 31, 2016 | | |
| | |
| | |
| | |
|
| Allowance for doubtful accounts and notes receivable reserves | | $ | 1,378 |
| | $ | 424 |
| | $ | 193 |
| | $ | 1,609 |
|
| |
2
| Uncollectible accounts charged off. |
|
| | | | | | | | | | | | | | | | |
| (Dollars in thousands) | | Balance as of the Beginning of the Fiscal Year | | Charged to Costs and Expenses1 | | Deductions2 | | Balance as of the End of the Fiscal Year |
| Fiscal year ended October 31, 2018 | | |
| | |
| | |
| | |
|
| Accrued advertising and marketing programs | | $ | 85,934 |
| | $ | 387,774 |
| | $ | 384,258 |
| | $ | 89,450 |
|
| Fiscal year ended October 31, 2017 | | |
| | |
| | |
| | |
|
| Accrued advertising and marketing programs | | 81,315 |
| | 377,989 |
| | 373,370 |
| | 85,934 |
|
| Fiscal year ended October 31, 2016 | | |
| | |
| | |
| | |
|
| Accrued advertising and marketing programs | | $ | 76,689 |
| | $ | 355,509 |
| | $ | 350,883 |
| | $ | 81,315 |
|
| |
1
| Provision consists of off-invoice discounts, rebate programs, incentive discounts, financing programs, various commissions, and cooperative advertising. The expense of each program is classified either as a reduction from gross sales or as a component of selling, general, and administrative expense as explained in more detail in the section entitled "Sales Promotions and Incentives" included in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this report and in Note 1 of the Notes to Consolidated Financial Statements, in the section entitled "Sales Promotions and Incentives" included in Part II, Item 8, "Financial Statements and Supplementary Data" of this report. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | | | | | | | |
| | THE TORO COMPANY | | |
| | (Registrant) | | |
| | | | |
| By: | | THE TORO COMPANY | | |
| | (Registrant) | | |
By: | | /s/ Renee J. Peterson | Dated: | December 21, 201817, 2021 |
| | Renee J. Peterson
Vice President, Treasurer and
Chief Financial Officer | | |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | | | | | | | | | | | | | |
| Signature | | Title | | Date |
| | | | |
Signature | | Title | | Date |
| /s/ Richard M. Olson | | Chairman of the Board, President and Chief Executive Officer and Director (principal executive officer) | | December 21, 201817, 2021 |
| Richard M. Olson | | | |
| | | | |
| /s/ Renee J. Peterson | | Vice President, Treasurer and Chief Financial Officer
(principal financial and accounting officer)
| | December 21, 201817, 2021 |
| Renee J. Peterson | | | |
/s/ Robert C. Buhrmaster | | Director | | December 21, 2018 |
Robert C. Buhrmaster | | | | |
| /s/ Janet K. Cooper | | Director | | December 21, 201817, 2021 |
| Janet K. Cooper | | | | |
| | | | |
| /s/ Gary L. Ellis | | Director | | December 21, 201817, 2021 |
| Gary L. Ellis | | | | |
| | | | |
| /s/ Jeffrey M. Ettinger | | Director | | December 21, 201817, 2021 |
| Jeffrey M. Ettinger | | | | |
| | | | |
| /s/ Katherine J. Harless | | Director | | December 21, 201817, 2021 |
| Katherine J. Harless | | | | |
| | | | |
| /s/ Jeffrey L. Harmening | | Director | | December 17, 2021 |
| Jeffrey L. Harmening | | | | |
| | | | |
| /s/ D. Christian Koch | | Director | | December 21, 201817, 2021 |
| D. Christian Koch | | | | |
| | | | |
| /s/ Joyce A. Mullen | | Director | | December 17, 2021 |
| Joyce A. Mullen | | | | |
| | | | |
| /s/ James C. O'Rourke | | Director | | December 21, 201817, 2021 |
| James C. O'Rourke | | | | |
/s/ Gregg W. Steinhafel | | Director | | December 21, 2018 |
Gregg W. Steinhafel | | | | |
/s/ Christopher A. Twomey | | Director | | December 21, 2018 |
Christopher A. Twomey | | | | |
| /s/ Michael G. Vale | | Director | | December 21, 201817, 2021 |
| Michael G. Vale | | | | |
