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PII > SEC Filings for PII > Form 10-Q on 30-Oct-2009All Recent SEC Filings

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Form 10-Q for POLARIS INDUSTRIES INC/MN


30-Oct-2009

Quarterly Report


MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Executive-Level Overview
The following discussion pertains to the results of operations and financial position of Polaris Industries Inc., a Minnesota corporation ("Polaris" or the "Company"), for the quarter and year-to-date periods ended September 30, 2009. Due to the seasonality of the snowmobile; off-road vehicle ("ORV"), which includes all terrain vehicles ("ATV") and side-by-side vehicles; on-road vehicles, which is primarily comprised of motorcycles; and parts, garments and accessories ("PG&A") businesses, and to certain changes in production and shipping cycles, results of such periods are not necessarily indicative of the results to be expected for the complete year.
For the third quarter ended September 30, 2009, Polaris reported net income of $31.2 million, or $0.94 per diluted share, driven by a 160 basis point increase in its gross profit margin percentage compared to the same period of the prier year. By comparison, 2008 third quarter net income was $37.7 million, or $1.13 per diluted share. Sales for the third quarter 2009 totaled $436.2 million, a decrease of 25 percent from third quarter 2008 sales of $580.3 million. For the year-to-date period ended September 30, 2009, Polaris reported net income of $57.1 million, or $1.73 per diluted share, compared to net income of $81.2 million, or $2.40 per diluted share for the same period last year. Sales for the 2009 year-to-date period totaled $1,094.1 million, a decrease of 23 percent from sales of $1,424.7 million during the same period last year. The third quarter 2009 results exceeded the Company's expectations. While the economic environment remained challenging, Polaris continued to take the long view and invest in the business for future growth and profitability. In July, Polaris introduced more than 25 new products for model year 2010, which appeal to both the value-oriented consumer as well as the consumer looking for fully featured vehicles. During the quarter, the Company obtained orders for the new model year 2010 products that slightly exceeded the Company's expectations. Polaris continued to focus on cost and productivity improvements with operational excellence initiatives driving further reductions in both total North American dealer inventory levels and total factory inventory levels compared to last year's third quarter. During the third quarter the Company continued to gain market share in ORVs and PG&A sales were better than anticipated. While Victory sales were down significantly and Victory dealer inventories remained higher than desired, Polaris added both personnel and resources to help drive strategic initiatives that are expected to improve the Victory business over time.
Additionally, during the third quarter Polaris expanded the Max Velocity Program, or MVP, to more dealers who now place orders every two weeks rather than on the previous six month cycle. This go to market program is now being utilized by approximately 50 percent of North American dealer volume. Results of Operations
Sales:
Sales were $436.2 million in the third quarter 2009, a 25 percent decrease from $580.3 million in sales for the same period in 2008. Sales for the year-to-date period ended September 30, 2009 were $1,094.1 million, a 23 percent decrease from $1,424.7 million in sales for the same period in 2008.
The following table is an analysis of the percentage change in total Company sales for the 2009 third quarter and year-to-date periods compared to the same periods of 2008:

                               Percent Change in Total Company Sales Compared to
                                                 2008 periods
                                Three Months Ended             Nine months ended
                                September 30, 2009             September 30, 2009

    Volume                                   -35 %                            -33 %
    Product mix and price                     11 %                             13 %
    Currency                                  -1 %                             -3 %

    Total                                    -25 %                            -23 %


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Volume for the 2009 third quarter and year-to-date periods decreased 35 percent and 33 percent, respectively, compared to the same periods last year, as the Company shipped significantly fewer ORVs, snowmobiles and Victory motorcycles to dealers given the weakening consumer retail environment in North America and internationally. Product mix and price increased for the 2009 third quarter and year-to-date periods compared to the same periods last year, primarily due to the positive benefit of a smaller decrease in shipments of side-by-side vehicles to dealers, which typically have a higher selling price than core ATVs. Unfavorable movements in currency rates for both the 2009 third quarter and year-to-date periods decreased sales one percent and three percent, respectively, compared to the same periods in 2008, due to the change in the currency rates and their effect on the Company's Canadian and other foreign subsidiaries when translated to U.S. dollars. Total Company sales by product line are as follows:

                                            Three Months Ended September 30,                                             Nine months ended September 30,
                                         Percent                       Percent         Dollar                         Percent                         Percent         Dollar
                                        of Total                      of Total        Percent                        of Total                        of Total        Percent
(in millions)              2009           Sales          2008           Sales          Change          2009            Sales           2008            Sales          Change
Off-Road Vehicles         $ 261.1              60 %     $ 371.2              64 %          -30 %     $   738.3              67 %     $   986.0              69 %          -25 %
Snowmobile                   82.2              19 %        94.6              16 %          -13 %          97.8               9 %         110.1               8 %          -11 %
On-road/Victory               9.4               2 %        21.0               4 %          -56 %          33.7               3 %          71.8               5 %          -53 %
PG&A                         83.5              19 %        93.5              16 %          -11 %         224.3              21 %         256.8              18 %          -13 %

Total Sales               $ 436.2             100 %     $ 580.3             100 %          -25 %     $ 1,094.1             100 %     $ 1,424.7             100 %          -23 %

ORV (off-road vehicle) sales during the third quarter 2009, which included sales of both core ATVs (all-terrain vehicles) and RANGER™ side-by-side vehicles, decreased 30 percent from the strong comparables in the third quarter 2008. This decrease reflects the ongoing weakness in the consumer retail environment and Polaris' continued commitment to helping our dealers reduce their core ATV inventory levels. ATV dealer inventory levels in North America finished the third quarter 2009 32 percent lower than the end of the third quarter 2008. Side-by-side retail sales were lower during the third quarter 2009 compared to the third quarter 2008, but improved sequentially over the first six months of 2009 to down mid-single digit percentage for the 2009 third quarter. As a result, Polaris shipped fewer side-by-side vehicles in the third quarter to help dealers maintain inventories at acceptable levels. Although the ORV markets remain weak, the Company continued to be aggressive in new product development with the introduction of several new innovative model year 2010 products, including:
• Several RANGER™ models with increased horsepower;

• A mid-sized value priced RANGER™;

• An electric version of the new midsized RANGER™, the RANGER™ EV, a quieter machine for operating inside barns or stealthy trips to the deer stand, which has many of the same features of the gasoline powered model;

• Two new Sportsman Touring ATV models built on the same award winning chassis as the Sportsman XP;

• Several other ATV models with enhancements including more horsepower, redesigned chassis and suspensions for better handling, and updated styling and new value priced models.

International ORV sales declined 25% in the third quarter 2009, when compared to the third quarter 2008, as weak economic conditions in Europe and Russia reduced demand for Polaris products. However, the Company continued to gain ORV market share internationally during the 2009 third quarter. Year-to-date 2009 total ORV sales decreased 25 percent from the same period in 2008 to a total of $738.3 million. For the third quarter ended September 30, 2009, the average ORV per unit sales price increased 11 percent over last year's comparable period primarily as a result of the increased sales of the higher priced RANGER™ models.
Snowmobile sales totaled $82.2 million for the 2009 third quarter, a decrease of 13 percent compared to $94.6 million for the third quarter of 2008. The third quarter decrease reflects the impact of the overall weak economic environment offset somewhat by a product mix benefit related to the timing of shipments of the new models. During the third quarter, the Company began initial shipments of the new RUSH™ snowmobile, which was recently named snowmobile of the year by SnowGoer magazine. For the year-to-date 2009 period, snowmobile sales were $97.8 million, an 11 percent decrease compared to the same period last year. The average snowmobile per unit sales price for the third quarter of 2009 increased five percent compared to the same period last year primarily due to the mix of products shipped.
Sales of the on-road division, which primarily consists of Victory motorcycles, decreased 56 percent to $9.4 million during the third quarter of 2009 when compared to the same period in 2008. Year-to-date 2009 On-road sales decreased 53 percent compared to the comparable period of 2008, to a total of $33.7 million. The decrease reflects the continuing planned reduction in shipments of Victory motorcycles to dealers in North America and increased promotional activities during the third quarter to assist dealers' efforts in further reducing their inventory levels. The overall motorcycle industry retail sales environment continued to be weak during the third quarter 2009, with industry wide North American retail sales of heavyweight cruiser and touring motorcycles over 1400cc decreasing in the high twenty percent range compared to the same period last year. Victory retail sales to consumers


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declined more than the industry wide sales during the 2009 third quarter. The Company has taken a number of proactive measures to reinvigorate sales in this segment, including adding personnel and resources, streamlining the product line-up, increasing promotions and expanding its international market presence. To remain competitive in the market and further expand its product offerings, the Company introduced two new touring motorcycles for model year 2010, the Cross Country and Cross Roads models, both targeted at the large touring motorcycle market segment. Additionally, several value oriented models were added to the Victory line for model year 2010. During the 2009 third quarter the on-road division began shipping a small quantity of the Polaris Breeze™, the Company's first electric powered low emission vehicle, to a select number of neighborhood vehicle dealerships. The average per unit sales price for the on-road division decreased 31 percent during the third quarter 2009 compared to the same period in 2008 primarily due to increased sales promotions and incentives for Victory.
PG&A sales decreased 11 percent to $83.5 million during the third quarter 2009 compared to the same period of last year. Year-to-date sales decreased 13 percent compared to the same period last year to $224.3 million. The decrease was driven primarily by the lower retail sales of Polaris vehicles during the 2009 third quarter and year-to-date periods; however, the decline in sales was less than the overall Company sales decline as the large installed base of Polaris owners remain loyal to the Polaris brand and continue to purchase PG&A for their products.
Sales by geographic region for the third quarter and year-to-date periods were as follows:

                                              Three Months Ended September 30,                                             Nine months ended September 30,
                                           Percent                       Percent                                        Percent                         Percent
                                             of                            of            Dollar                           of                              of            Dollar
                                            Total                         Total         Percent                          Total                           Total         Percent
($ in millions)              2009           Sales          2008           Sales          Change          2009            Sales           2008            Sales          Change

United States               $ 295.7              68 %     $ 408.0              70 %          -28 %     $   751.1              69 %     $   987.8              69 %          -24 %
Canada                         81.2              19 %        94.2              16 %          -14 %         171.6              16 %         201.1              14 %          -15 %
Other foreign countries        59.3              13 %        78.1              14 %          -24 %         171.4              15 %         235.8              17 %          -27 %

Total Sales                 $ 436.2             100 %     $ 580.3             100 %          -25 %     $ 1,094.1             100 %     $ 1,424.7             100 %          -23 %

Significant regional trends were as follows:
United States:
Net sales in the United States for the third quarter 2009 decreased 28 percent compared to the third quarter of 2008. Net sales in the United States during the nine months ended September 30, 2009 decreased 24 percent compared to the same period in 2008. A decline in shipments for all businesses accounted for the decrease for the 2009 third quarter and year-to-date periods. The United States represented 68 percent of total Company sales in the 2009 third quarter compared to 70 percent of total Company sales for the 2008 third quarter. The United States represented 69 percent of total Company sales for the first nine months ended September 30, 2009 and 2008.
Canada:
Canadian sales decreased 14 percent and 15 percent for the 2009 third quarter and year-to-date periods, respectively, as compared to the same periods in 2008. Unfavorable currency rates accounted for five percent and ten percent of the decrease for the 2009 third quarter and year-to-date periods, respectively, as compared to the same periods in 2008. The remainder of the decrease in sales was primarily driven by volume declines related to the globally weak economic environment.
Other Foreign Countries:
Sales in other foreign countries, primarily in Europe, decreased 24 percent and 27 percent for the 2009 third quarter and year-to-date periods, respectively, as compared to the same periods in 2008. Unfavorable currency rates accounted for four percent and ten percent of the change for the 2009 third quarter and year-to-periods, respectively, as compared to the same periods in 2008. The remainder of the decrease in sales was primarily driven by volume declines related to the globally weak economic environment.


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Gross Profit:
The following table reflects the Company's gross profits in dollars and as a
percentage of sales for the third quarter and year-to-date periods:

                                             Three Months Ended                                        Nine months ended
                                                September 30,                                            September 30,
($ in millions)                2009           2008                Change                2009           2008                Change
Gross profit dollars          $ 104.9        $ 130.3                        -20 %      $ 264.6        $ 326.5                        -19 %

Percentage of sales 24.1 % 22.5 % +160 basis points 24.2 % 22.9 % +130 basis points

Gross profit, as a percentage of sales, was 24.1 percent and 24.2 percent for the 2009 third quarter and year-to-date periods, respectively, an increase of 160 basis points and 130 basis points from the same periods last year. Gross profit dollars decreased 20 percent and 19 percent to $104.9 million and $264.6 million for the 2009 third quarter and year-to-date periods compared to the same periods in 2008, respectively. The increase in the gross profit margin percentage during the 2009 third quarter and year-to-date periods resulted primarily from continued product cost reduction efforts, lower commodity costs and a favorable product mix given the relatively lower declines in shipments of the higher-margin side-by-side vehicles and PG&A sales. The gross profit margin percentage increase for both 2009 third quarter and year-to-date periods was partially offset by an unfavorable movement in currency rates, increased promotional costs for Victory motorcycles, and higher warranty costs compared to the third quarter and year-to-date periods in 2008. Gross profit in absolute dollars decreased for each of the 2009 periods due to lower sales. Operating expenses:
The following table reflects the Company's operating expenses in dollars and as a percentage of sales for the third quarter and year-to-date periods:

                                              Three Months Ended                                      Nine months ended
                                                September 30,                                           September 30,
($ in millions)                  2009          2008               Change               2009           2008                Change
Selling and marketing           $ 27.3        $ 39.7                       -31 %      $  83.4        $ 104.1                        -20 %
Research and development          15.3          19.6                       -22 %         47.1           59.1                        -20 %
General and administrative        20.6          19.7                         4 %         50.9           52.7                         -3 %

Total operating expenses        $ 63.2        $ 79.0                       -20 %      $ 181.4        $ 215.9                        -16 %

Percentage of sales 14.5 % 13.6 % +90 basis points 16.6 % 15.2 % +140 basis points

Operating expenses for the 2009 third quarter and year-to-date periods decreased 20 percent and 16 percent to $63.2 million and $181.4 million, respectively, compared to $79.0 million and $215.9 million for the same periods in 2008. Operating expenses in absolute dollars for the third quarter and year-to-date periods decreased primarily due to operating cost control measures and the reduction in incentive compensation plan expenses resulting from the Company's expected lower profitability in 2009. Operating expenses as a percentage of sales increased to 14.5 percent and 16.6 percent for the 2009 third quarter and year to date periods, respectively, an increase from 13.6 percent and 15.2 percent for the same periods in 2008 due primarily to lower sales volume during the 2009 third quarter and year-to-date periods, which was partially offset by the implementation of operating expense control measures. Income from financial services:

                                    Three Months Ended                           Nine months ended
                                       September 30,                               September 30,
($ in millions)             2009           2008          Change          2009          2008          Change
Equity in earnings of
Polaris Acceptance         $   0.9        $  1.0             -10 %      $  3.0        $  3.4             -12 %
Income from
Securitization
Facility                       2.3           2.2               5 %         7.0           6.8               3 %
Income from retail
credit agreements              0.3           0.9             -67 %         0.7           5.3             -87 %
Income from other
financial services
activities                     0.4           0.4               -           1.6           1.7              -6 %

Total income from
financial services         $   3.9        $  4.5             -13 %      $ 12.3        $ 17.2             -28 %


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Income from financial services decreased 13 percent to $3.9 million in the 2009 third quarter compared to $4.5 million in the 2008 third quarter. Income from financial services decreased 28 percent to $12.3 million for the nine months ended September 30, 2009 from $17.2 million for the same period of 2008. The decrease for the 2009 third quarter and year-to-date periods was primarily due to the Company's revolving retail credit provider, HSBC, eliminating the volume-based fee income payment to Polaris in the first quarter 2008 and lower retail sales levels in 2009 (as discussed in more detail in the "Liquidity and Capital Resources" section below).
Interest expense
Interest expense decreased to $1.1 million and $3.2 million for the three and nine months ended September 30, 2009, respectively, compared to $2.6 million and $7.8 million for the same periods of 2008, due to lower interest rates and, to a lesser extent, lower borrowings on the Company's credit facility during the 2009 periods.
Noncash Impairment charge on securities available for sale For the year-to-date period ended September 30, 2009, the Impairment charge on securities available for sale was $9.0 million compared to $0.0 for the comparable period in 2008. The noncash Impairment charge was recorded in the first quarter 2009 and relates to the Company's KTM investment, which had a fair value equal to the trading price of KTM shares on the Vienna stock exchange. The total fair value of these securities as of March 31, 2009 was $8.8 million, which was below the Company's cost basis for this investment at that time. During the first quarter 2009, the Company determined that the decline in the fair value of the KTM shares was other than temporary and therefore recorded the unrealized non-cash impairment charge, net of tax benefit, in the income statement.
Other expense/income, net
Non-operating other income was $1.3 million and $2.0 million for the third quarter and year-to-date periods ended September 30, 2009, respectively, compared to $0.2 million and $1.1 million of income for the same periods in 2008. The increase in income for the 2009 third quarter and year-to-date periods was primarily due to the weakening U.S. dollar and the resulting effects on the Canadian dollar and other international currency hedging activities and foreign currency transactions related to the foreign subsidiaries. This currency related income only partially offset the Company's overall negative impact of currency movements in the 2009 third quarter and year-to-date periods. Provision for income taxes
The income tax provision for the third quarter 2009 was recorded at a rate of 32.1 percent of pretax income compared to 29.3 percent of pretax income for the third quarter 2008. Year-to-date the income tax provision for 2009 was recorded at a rate of 33.1 percent of pretax income compared to 32.9 percent of pretax income for the 2008 year-to-date period. The higher income tax rate for the 2009 third quarter and year-to-date periods is primarily due to a lower amount of favorable tax events in the third quarter 2009 compared to the third quarter 2008.

Reported Net Income

                                              Three Months Ended                 Nine months ended
                                                September 30,                      September 30,
($ in millions except per share data)    2009       2008       Change       2009       2008       Change
Net Income                              $ 31.2     $ 37.7          -17 %   $ 57.1     $ 81.2          -30 %

Diluted net income per share            $  .94     $ 1.13          -17 %   $ 1.73     $ 2.40          -28 %

Reported net income for the third quarter 2009 was $31.2 million, or $0.94 per diluted share, compared to $37.7 million or $1.13 per diluted share for the third quarter 2008. Year-to-date 2009 reported net income was $57.1 million, or $1.73 per diluted share, compared to $81.2 million or $2.40 per diluted share for the 2008 period. The decrease for the 2009 third quarter and year-to-date periods is primarily due to lower sales volume.


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Weighted Average Shares Outstanding
The weighted average diluted shares outstanding for the third quarter ended September 30, 2009 of 33.2 million shares is approximately flat compared to the comparable period in 2008. For the year-to-date 2009 period, the weighted average diluted shares outstanding of 32.9 million shares is down three percent compared to the comparable period in 2008. Cash Dividends
Polaris paid a $0.39 per share dividend on August 17, 2009 to shareholders of record on August 3, 2009. On October 22, 2009, the Polaris Board of Directors declared a regular cash dividend of $0.39 per share payable on or about November 16, 2009 to holders of record of such shares at the close of business on November 2, 2009.
Liquidity and Capital Resources
Polaris' primary sources of funds have been cash provided by operating activities and borrowings under its credit arrangements. Polaris' primary uses of funds have been for repayments under the credit agreement, repurchase and retirement of common stock, capital investments, cash dividends to shareholders and new product development.
The following chart summarizes the cash flows from operating, investing and financing activities for the nine months ended September 30, 2009 ($ in millions):

                                                              For the Nine months ended September 30,
                                                            2009                  2008               Change
Total cash provided by (used for):
Operating activities                                    $      102.4         $        132.3         $  (29.9 )
Investing activities                                    $      (21.5 )       $        (47.3 )       $   25.8
Financing activities                                    $      (35.3 )       $       (105.1 )       $   69.8

Increase/(Decrease) in cash and cash equivalents        $       45.6         $        (20.1 )       $   65.7

Net cash provided by operating activities totaled $102.4 million for the nine months ended September 30, 2009, compared to $132.3 million cash provided in the same period of 2008. The $29.9 million decrease in net cash provided by operating activities for the nine months ended September 30, 2009 compared to . . .

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