þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Minnesota | 41-1790959 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
2100 Highway 55, Medina, MN | 55340 | |
(Address of principal executive offices) | (Zip Code) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
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EX-3 | ||||||||
EX-31.A | ||||||||
EX-31.B | ||||||||
EX-32.A | ||||||||
EX-32.B | ||||||||
EX-101 INSTANCE DOCUMENT | ||||||||
EX-101 SCHEMA DOCUMENT | ||||||||
EX-101 CALCULATION LINKBASE DOCUMENT | ||||||||
EX-101 LABELS LINKBASE DOCUMENT | ||||||||
EX-101 PRESENTATION LINKBASE DOCUMENT |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
June 30, 2010
(In Thousands)
(Unaudited)
December 31, 2009
$
166,272
$
140,240
96,638
90,405
222,608
179,315
22,483
20,638
59,838
60,902
567,839
491,500
184,572
194,416
31,857
41,332
9,461
10,536
27,579
25,869
$
821,308
$
763,653
$
102,037
$
75,657
56,699
55,313
24,661
25,520
66,297
67,055
65,092
72,229
41,418
38,748
4,099
6,702
1,850
1,850
362,153
343,074
5,659
4,988
13,698
11,050
200,000
200,000
581,510
559,112
$
332
$
326
24,861
9,992
211,949
191,399
2,656
2,824
239,798
204,541
$
821,308
$
763,653
Table of Contents
For Three Months
For Six Months
Ended June 30,
Ended June 30,
2010
2009
2010
2009
$
430,907
$
345,896
$
792,615
$
657,920
317,823
262,632
584,617
498,222
113,084
83,264
207,998
159,698
34,164
28,702
64,262
56,030
18,512
15,222
37,250
31,822
21,710
16,235
40,108
30,354
74,386
60,159
141,620
118,206
4,245
3,966
8,501
8,370
42,943
27,071
74,879
49,862
729
1,095
1,428
2,146
769
769
8,952
2,318
(677
)
2,498
(680
)
39,127
26,653
70,184
39,444
13,503
9,175
24,789
13,508
$
25,624
$
17,478
$
45,395
$
25,936
$
0.77
$
0.54
$
1.37
$
0.80
$
0.75
$
0.53
$
1.34
$
0.79
33,255
32,381
33,162
32,324
34,248
32,990
33,999
32,775
Table of Contents
For Six Months
Ended June 30,
2010
2009
$
45,395
$
25,936
769
8,952
31,562
28,658
9,321
4,753
(2,293
)
(2,071
)
918
196
3,769
(997
)
(6,233
)
44,571
(43,293
)
2,667
26,380
(58,673
)
(4,698
)
(74,519
)
(1,932
)
16,472
(2,683
)
(4,642
)
56,982
(8,697
)
(20,925
)
(25,183
)
11,768
10,284
(2,500
)
(11,657
)
(14,899
)
268,000
(218,000
)
(27,398
)
(282
)
(26,289
)
(24,993
)
4,407
(427
)
29,987
2,207
(19,293
)
26,505
26,032
2,909
140,240
27,127
$
166,272
$
30,036
Table of Contents
Table of Contents
For the Three Months
For the Six Months
Ended June 30,
Ended June 30,
2010
2009
2010
2009
$
22,344
$
24,244
$
25,520
$
28,631
10,930
9,593
20,878
18,150
(8,613
)
(8,465
)
(21,737
)
(21,409
)
$
24,661
$
25,372
$
24,661
$
25,372
For the Three Months Ended
For the Six Months Ended
June 30,
June 30,
2010
2009
2010
2009
$
1,285
$
1,125
$
2,569
$
2,166
10,859
3,277
17,450
4,580
12,144
4,402
20,019
6,746
4,823
1,696
7,859
2,600
$
7,321
$
2,706
$
12,160
$
4,146
June 30, 2010
December 31, 2009
$
33,482
$
19,777
58,630
58,556
147,070
116,575
(16,574
)
(15,593
)
$
222,608
$
179,315
Table of Contents
Year Swap
entered into
Fixed Rate
Notional Amount
Expiration Date
2.69
%
$
25,000,000
October 2010
1.34
%
$
25,000,000
April 2011
0.64
%
$
25,000,000
October 2010
0.98
%
$
25,000,000
April 2011
Table of Contents
For the Three Months
For the Six Months
Ended June 30,
Ended June 30,
2010
2009
2010
2009
32,956
32,229
32,851
32,182
161
152
168
142
138
143
33,255
32,381
33,162
32,324
66
256
62
254
927
353
775
197
34,248
32,990
33,999
32,775
Table of Contents
For the Three Months
For the Six Months
Ended June 30,
Ended June 30,
2010
2009
2010
2009
$
25,624
$
17,478
$
45,395
$
25,936
(3,979
)
4,222
(4,311
)
(1,475
)
769
769
6,675
(57
)
(423
)
(387
)
(423
)
4,472
164
3,761
444
$
26,829
$
21,441
$
45,227
$
31,157
Available for
Cash flow
Accumulated other
Foreign
sale equity
hedging
comprehensive
currency items
securities
derivatives
income (loss)
$
3,861
$
(382
)
$
(655
)
$
2,824
769
(7
)
762
(4,311
)
(387
)
3,768
(930
)
$
(450
)
$
$
3,106
$
2,656
Table of Contents
Notional Amounts
Foreign Currency
(in US Dollars)
Unrealized Gain
$
2,015
$
95
95,787
5,296
$
97,802
$
5,391
Fair Value -
Fair Value -
Derivative Net
Assets
(Liabilities)
Carrying Value
$
(414
)
$
(414
)
5,391
5,391
$
5,391
$
(414
)
$
4,977
$
1,353
$
(306
)
$
1,047
$
1,353
$
(306
)
$
1,047
$
6,744
$
(720
)
$
6,024
(1)
Included in Current Liabilities: Other on the Companys consolidated balance sheet.
(2)
Assets are included in Prepaid expenses and other and liabilities are included in Current
Liabilities: Other on the Companys consolidated balance sheet.
Table of Contents
For the Three Months
For the Six Months
Derivatives in SFAS 133 Cash Flow
Ended June 30,
Ended June 30,
Hedging Relationships
2010
2009
2010
2009
$
179
$
199
$
178
$
255
4,293
(35
)
3,583
189
$
4,472
$
164
$
3,761
$
444
Location of Gain (Loss)
For the Three Months
For the Six Months
Derivatives in SFAS 133 Cash Flow
Reclassified from
Accumulated OCI
Ended June 30,
Ended June 30,
Hedging Relationships
Into Income
2010
2009
2010
2009
Interest rate contracts
$
(291
)
$
(405
)
$
(588
)
$
(732
)
Foreign currency contracts
623
369
557
369
Foreign currency contracts
49
(116
)
24
(116
)
Total
$
381
$
(152
)
$
(7
)
$
(479
)
Table of Contents
Fair Value Measurements as of June 30, 2010
Total
Level 1
Level 2
Level 3
$
7,993
$
7,993
$
$
1,589
1,589
(414
)
(414
)
5,391
5,391
1,047
1,047
$
15,606
$
9,582
$
6,024
$
Amount Incurred
Total Amount
during the Three
Cumulative Amounts
Expected to be
Months Ended June
Incurred through
Incurred
30, 2010
June 30, 2010
$
7,500
$
997
$
997
2,500
$
10,000
$
997
$
997
Amount provided for
Amount Utilized for
Balance March
the Three Months
the Three Months
Balance
31, 2010
Ended June 30, 2010
Ended June 30, 2010
June 30, 2010
$
$
997
$
$
997
$
$
997
$
$
997
Table of Contents
Percent Change in Total Company Sales Compared
to 2009 periods
Three Months Ended
Six Months Ended
June 30, 2010
June 30, 2010
21
%
13
%
2
%
4
%
2
%
3
%
25
%
20
%
Table of Contents
Three Months Ended June 30,
Six Months Ended June 30,
Percent
Percent
Dollar
Percent
Percent
Dollar
of Total
of Total
Percent
of Total
of Total
Percent
(in millions)
2010
Sales
2009
Sales
Change
2010
Sales
2009
Sales
Change
$
342.0
79
%
$
261.7
76
%
31
%
$
592.5
75
%
$
477.2
73
%
24
%
2.0
0
%
7.4
2
%
-73
%
7.5
1
%
15.6
2
%
-52
%
15.5
4
%
10.5
3
%
48
%
40.8
5
%
24.3
4
%
68
%
71.4
17
%
66.3
19
%
8
%
151.8
19
%
140.8
21
%
8
%
$
430.9
100
%
$
345.9
100
%
25
%
$
792.6
100
%
$
657.9
100
%
20
%
Table of Contents
Three Months Ended June 30,
Six Months Ended June 30,
Percent
Percent
Percent
Percent
of
of
Dollar
of
of
Dollar
Total
Total
Percent
Total
Total
Percent
($ in millions)
2010
Sales
2009
Sales
Change
2010
Sales
2009
Sales
Change
$
301.3
70
%
$
232.6
67
%
30
%
$
539.6
68
%
$
455.4
69
%
19
%
52.1
12
%
54.6
16
%
-5
%
100.4
13
%
90.4
14
%
11
%
77.5
18
%
58.7
17
%
32
%
152.6
19
%
112.1
17
%
36
%
$
430.9
1
00
%
$
345.9
100
%
25
%
$
792.6
100
%
$
657.9
100
%
20
%
Table of Contents
Three Months Ended
Six Months Ended
June 30,
June 30,
($ in millions)
2010
2009
Change
2010
2009
Change
$
1.1
$
0.9
22
%
$
2.4
$
2.1
14
%
2.0
2.2
-9
%
4.1
4.7
-13
%
0.7
0.3
133
%
1.1
0.4
175
%
0.4
0.6
-33
%
0.9
1.2
-25
%
$
4.2
$
4.0
5
%
$
8.5
$
8.4
1
%
Table of Contents
Three Months Ended
Six Months Ended
June 30,
June 30,
($ in millions except per share data)
2010
2009
Change
2010
2009
Change
$
25.6
$
17.5
47
%
$
45.4
$
25.9
75
%
$
0.75
$
0.53
42
%
$
1.34
$
0.79
70
%
Table of Contents
For the Six Months Ended June 30,
2010
2009
Change
$
57.0
$
(8.7
)
65.7
(11.7
)
(14.9
)
3.2
(19.3
)
26.5
(45.8
)
$
26.0
$
2.9
$
23.1
Trade receivables:
Trade receivables were a use of cash totaling $6.2 million for
the six months ended June 30, 2010 compared to a source of cash totaling $44.6 million in
the same period of 2009. The decrease in cash provided of $50.8 million was due to the
timing of collections of the trade receivables and higher international sales in the first
six months of 2010 compared to the first six months of 2009.
Inventories:
Inventories were a use of cash for the six months ended June 30,
2010 of $43.3 million compared to a source of cash of $2.7 million in the same period of
2009. The decrease in the net use of cash of $46.0 million was due to higher factory
inventory levels to support higher sales volumes.
Accounts payable:
Accounts payable were a source of cash totaling $26.4 million
for the six months ended June 30, 2010 compared to a use of cash of $58.7 million in the
same period of 2009. The decrease in cash used of $85.1 million resulted from the timing of
payments made for accounts payable as production increased during the first six months of
2010 compared to the same period last year.
Accrued expenses:
Accrued expenses were a use of cash for the six months ended
June 30, 2010 totaling $4.7 million compared to cash used totaling $74.5 million in the same
period of 2009. The decrease in the net cash used of $69.8 million resulted primarily from
higher provisioning primarily for incentive compensation plans due in part to the improved
profitability in the first six months of 2010.
Table of Contents
Year Swap
Fixed Rate
Notional
Expiration
Entered into
(LIBOR)
Amount
Date
2.69%
$25,000,000
October 2010
1.34%
$25,000,000
April 2011
0.64%
$25,000,000
October 2010
0.98%
$25,000,000
April 2011
Table of Contents
Table of Contents
Table of Contents
Table of Contents
24
25
26
Total
Maximum
Number of
Number of
Shares
Shares
Purchased
That May
Total
Average
as Part of
Yet Be
Number of
Price
Publicly
Purchased
Shares
Paid
Announced
Under the
Period
Purchased
per Share
Program
Program (1)
0
0
0
3,124,000
4,000
57.70
4,000
3,120,000
0
0
0
3,120,000
4,000
57.70
4,000
3,120,000
(1)
Polaris Board of Directors has approved the repurchase of up to an aggregate of 37.5 million
shares of the Companys common stock pursuant to the share repurchase program (the Program)
of which 34.4 million shares have been repurchased through June 30, 2010. This Program does
not have an expiration date.
Polaris Industries Inc. Bylaws as Amended and Rested on April 29, 2010
Table of Contents
Amended and Restated Rights Agreement Dated April 29, 2010 between
the Company and Wells Fargo Bank, National Association, as Rights
Agent,
incorporated by reference to Exhibit 4.1 to the Companys
Current Report on Form 8-K filed April 30, 2010.
Certification of Chief Executive Officer Section 302
Certification of Chief Financial Officer Section 302
Certification of Chief Executive Officer Section 906
Certification of Chief Financial Officer Section 906
The following financial information from Polaris Industries Inc.s
Quarterly Report on Form 10-Q for the period ended June 30, 2010,
filed with the SEC on August 5, 2010, formatted in Extensible
Business Reporting Language (XBRL): (i) the Consolidated Balance
Sheets at June 30, 2010 and December 31, 2009, (ii) the Consolidated
Statements of Income for the three and six month periods ended June
30, 2010 and 2009, (iii) the Consolidated Statements of Cash Flows
for the six month periods ended June 30, 2010 and 2009, and (iv)
Notes to Consolidated Financial Statements (tagged as blocks of
text).*
*
Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this
Quarterly Report on Form 10-Q shall not be deemed to be filed for purposes of Section 18 of the
Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed part
of a registration statement, prospectus or other document filed under the Securities Act or the
Exchange Act, except as shall be expressly set forth by specific reference in such filings.
Table of Contents
POLARIS INDUSTRIES INC.
(Registrant)
Date: August 5, 2010
/s/ Scott W. Wine
Scott W. Wine
Chief Executive Officer
(Principal Executive Officer)
Date: August 5, 2010
/s/ Michael W. Malone
Michael W. Malone
Vice President Finance and
Chief Financial Officer
(Principal Financial and Chief Accounting Officer)
2
3
4
5
6
7
8
9
10
11
12
13
14
1. | I have reviewed this quarterly report on Form 10-Q of Polaris Industries Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, 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; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 5, 2010 | /s/ Scott W. Wine | |||
Scott W. Wine | ||||
Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of Polaris Industries Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, 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; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 5, 2010 | /s/ Michael W. Malone | |||
Michael W. Malone | ||||
Vice President Finance and
Chief Financial Officer |
1. | This statement is provided pursuant to 18 U.S.C. § 1350 in connection with the Companys Quarterly Report on Form 10-Q for the period ended June 30, 2010 (the Periodic Report); | |
2. | The Periodic Report fully complies with the requirements of Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended; and | |
3. | The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods indicated therein. |
Date: August 5, 2010 | /s/ Scott W. Wine | |||
Scott W. Wine | ||||
Chief Executive Officer | ||||
1. | This statement is provided pursuant to 18 U.S.C. § 1350 in connection with the Companys Quarterly Report on Form 10-Q for the period ended June 30, 2010 (the Periodic Report); | |
2. | The Periodic Report fully complies with the requirements of Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended; and | |
3. | The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods indicated therein. |
Date: August 5, 2010 | /s/ Michael W. Malone | |||
Michael W. Malone | ||||
Vice President-Finance and
Chief Financial Officer |
||||