-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OybXZWHsp2JqkX4vT5CDdQtFNAYNHzyaIoq0oVlgRPq7xZXqkFE8g0R09Ntz36lh 5irSswDS7DqLBBebhRtiNg== 0000950134-06-018971.txt : 20061012 0000950134-06-018971.hdr.sgml : 20061012 20061012080050 ACCESSION NUMBER: 0000950134-06-018971 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061012 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20061012 DATE AS OF CHANGE: 20061012 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POLARIS INDUSTRIES INC/MN CENTRAL INDEX KEY: 0000931015 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS TRANSPORTATION EQUIPMENT [3790] IRS NUMBER: 411790959 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11411 FILM NUMBER: 061141046 BUSINESS ADDRESS: STREET 1: 2100 HIGHWAY 55 CITY: MEDINA STATE: MN ZIP: 55340 BUSINESS PHONE: (763) 542-0500 MAIL ADDRESS: STREET 1: 2100 HIGHWAY 55 STREET 2: NONE CITY: MEDINA STATE: MN ZIP: 55340 8-K 1 c09042e8vk.htm FORM 8-K e8vk
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 12, 2006
POLARIS INDUSTRIES INC.
(Exact name of Registrant as specified in its charter)
         
Minnesota
(State of Incorporation)
  1-11411
(Commission File Number)
  41-1790959
(I.R.S. Employer Identification No.)
2100 Highway 55
Medina, Minnesota 55340

(Address of principal executive offices)
(Zip Code)
(763) 542-0500
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
    o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
    o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
 
    o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
    o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


TABLE OF CONTENTS

Item 2.02 Results of Operations and Financial Condition.
SIGNATURE
EXHIBIT INDEX
News Release


Table of Contents

Item 2.02 Results of Operations and Financial Condition.
      On October 12, 2006, Polaris Industries Inc. (the “Company”) issued a news release announcing the Company’s third quarter financial results for the reporting period ended September 30, 2006. A copy of the Company’s news release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. On October 12, 2006, the Company also hosted its quarterly earnings conference call, which was accessible to the public. A recording of the conference call will be available through the end of the business day on October 19, 2006 by dialing 800-642-1687 in the U.S. and Canada or 706-645-9291 for international calls and entering passcode 7216103, and on the Company’s website, www.polarisindustries.com.

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Table of Contents

SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: October 12, 2006
         
  POLARIS INDUSTRIES INC.
 
 
  /s/Michael W. Malone    
  Michael W. Malone   
  Vice President -- Finance,
Chief Financial Officer and
Secretary of Polaris Industries Inc. 
 
 

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Table of Contents

EXHIBIT INDEX
     
Exhibit No.   Description
99.1
  News Release dated October 12, 2006 of Polaris Industries Inc.

4

EX-99.1 2 c09042exv99w1.htm NEWS RELEASE exv99w1
 

     
Contact:
  Richard Edwards
 
  Polaris Industries Inc.
 
  763-542-0500
POLARIS REPORTS THIRD QUARTER 2006 RESULTS
Third Quarter Highlights:
  Earnings per share from continuing operations in line with guidance
 
  Victory motorcycle sales grew 60%
 
  Revising full year 2006 earnings from continuing operations guidance to $2.68 to $2.73 per diluted share
 
  Full year 2006 sales are now expected to be down 11 to 12 percent due to further reduction of retail ATV inventory levels
MINNEAPOLIS (October 12, 2006) — Polaris Industries Inc. (NYSE/PSE: PII) today reported net income from continuing operations of $42.7 million, or $1.04 per diluted share for the third quarter ended September 30, 2006, within the range of previously issued guidance. By comparison, 2005 third quarter net income from continuing operations as adjusted for the impact of SFAS 123(R) was $48.6 million, or $1.11 per diluted share. Sales from continuing operations for the third quarter 2006 totaled $490.1 million, a decrease of 10 percent from $543.1 million last year.
      Tom Tiller, Chief Executive Officer, commented, “As expected, snowmobile sales in the third quarter 2006 were less than last year due to significantly lower production in the current year. In addition, a declining overall industry and a continued focus on reducing ATV inventories by our North American dealers negatively impacted third quarter 2006 sales. Partially offsetting this, however, was strength in our RANGER™ utility vehicle product line and continued improvement in Victory’s market position within the North American motorcycle cruiser industry. Additionally, improved results from other income streams, such as financial services, and lower operating expenses resulted in earnings within the range of previously issued guidance despite soft product sales in our base ATV and snowmobile businesses.”
      Tiller continued, “Although our dealers have made progress in lowering ATV inventory levels, the continued weakness in the ATV industry has caused dealers to become more conservative in their ordering patterns as the year has progressed. As a result, recent dealer orders of ATVs indicate that dealers intend to reduce ATV inventories further. In light of this and the overall economic uncertainty surrounding consumer spending, going forward we will continue to reduce ATV production and shipments, continue aggressive promotional spending in addition to incremental advertising to help drive ATV retail sales. In doing so, however, although disappointing to me and the entire Polaris team, we must lower our full year 2006 diluted earnings per share from continuing operations guidance to the range of $2.68 to $2.73 per share, compared to $3.15 per share for the full year 2005. Our new guidance reflects a reduction in sales for the full year 2006 in the range of down eleven to twelve percent from the sales for the full year 2005. Fourth quarter 2006 diluted earnings per share from continuing operations is expected to be in the range of $0.89 to $0.94 per share compared to $0.99 per share for the fourth quarter of 2005, reflecting an estimated reduction in sales for the fourth quarter 2006 in the range of thirteen to sixteen percent from the fourth quarter 2005.”
      Tiller added, “Although we are currently working through some near-term challenges in our core businesses, we remain confident in our value proposition and committed to building quality products that

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best serve consumers’ needs. 2006 has been a year of inventory rebalancing for both Polaris and our dealers and we are focused on taking the necessary steps now to become more competitive. We also have received positive feedback on our July 2006 introduction of the 2007 model year products for ATV’s, RANGERS™ and motorcycles, and look forward to bringing additional innovative products to the market in the coming years. We remain committed to investing in research and development in order to drive growth across our current and future product lines, while continuing to streamline our business through ongoing efficiency improvements, low cost sourcing and expense management. At the same time, we are seeking to utilize our cash flow to maximize shareholder value, balancing growth initiatives with other value-added opportunities such as the share repurchase program.”
      “Taking into consideration the steps we are taking in 2006 and our current outlook on the ATV market, inventory levels and our volume expectations for 2007, we currently expect earnings per share from continuing operations to improve for the full year 2007 over 2006. We will give further guidance regarding our 2007 outlook during our fourth quarter earnings call in January,” concluded Tiller.
Nine Month Results from Continuing Operations
      For the nine months ended September 30, 2006, Polaris reported net income from continuing operations of $76.7 million or $1.81 per diluted share compared to net income from continuing operations of $95.6 million or $2.16 per diluted share for the nine months ended September 30, 2005 as adjusted for the impact of SFAS 123(R). Sales from continuing operations for the nine-month period ended September 30, 2006 totaled $1,207.9 million, down ten percent compared to sales from continuing operations of $1,343.7 million for the nine-month period in 2005.
Accounting for Stock-Based Compensation
      Polaris adopted SFAS 123(R) “Accounting for Stock-Based Compensation” effective the beginning of fiscal year 2006 using the modified retrospective method. All prior periods have been adjusted to give effect to the adoption of SFAS 123(R) using the modified retrospective method.
Discontinued Operations Results
      The Company ceased manufacturing marine products on September 2, 2004. As a result, the marine products division’s financial results are being reported separately as discontinued operations for all periods presented. The Company’s third quarter 2006 loss from discontinued operations was $0.3 million, net of tax, or less than $0.01 per diluted share, compared to a loss of $0.3 million, net of tax, or less than $0.01 per diluted share in the third quarter 2005. Reported net income for the third quarter 2006, including both continuing and discontinued operations was $42.5 million, or $1.03 per diluted share compared to $48.3 million, or $1.11 per diluted share in the third quarter of 2005. For the nine months ended September 30, 2006, the loss from discontinued operations was $0.5 million, after tax, or $0.01 per diluted share, compared to a loss of $0.7 million or $0.02 per diluted share in 2005. Reported net income for the nine months ended September 30, 2006, including each of continuing and discontinued operations, the loss on disposal of discontinued operations and the cumulative effect of the SFAS 123(R) accounting change was

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$74.6 million or $1.76 per diluted share, compared to $94.9 million, or $2.15 per diluted share for the nine months ended September 30, 2005.
(In millions except per share data)
                                                 
    3rd Quarter ended     Nine Months ended  
    September 30,     September 30,  
    2006     2005     Change     2006     2005     Change  
Sales
  $ 490.1     $ 543.1       -10 %   $ 1,207.9     $ 1,343.7       -10 %
Operating income from continuing operations
  $ 60.3     $ 70.5       -15 %   $ 113.8     $ 143.3       -21 %
Net Income from continuing operations
  $ 42.7     $ 48.6       -12 %   $ 76.7     $ 95.6       -20 %
Earnings per share from continuing operations (diluted)
  $ 1.04     $ 1.11       -6 %   $ 1.81     $ 2.16       -16 %
Net Income
  $ 42.5     $ 48.3       -12 %   $ 74.6     $ 94.9       -21 %
Earnings per share (diluted)
  $ 1.03     $ 1.11       -7 %   $ 1.76     $ 2.15       -18 %
Note: 2005 results have been adjusted to reflect the implementation of SFAS 123(R) using the modified retrospective method.
      ATV (all-terrain vehicle) sales in the third quarter 2006 decreased 12 percent from the third quarter 2005. This drop is largely attributable to North American dealers scaling back orders in an effort to further reduce inventory levels. As a result, dealer inventory levels in North America were slightly lower at the end of the third quarter 2006 than at the end of the third quarter 2005. Also impacting sales were lower International revenues due to continued softness in the southern region of Europe, particularly in Spain and France. Despite the lower sales performance, several of the Company’s newer products continued to show growth during the quarter including the entry-level Hawkeye ATV and the two-up ATV—the Sportsman X2. Polaris also experienced double digit sales growth during the third quarter and year-to-date 2006 periods in the RANGER™ product line with the hardest working, smoothest riding utility vehicle in the industry and the overall utility vehicle market continued to perform well. Year-to-date 2006 ATV sales decreased nine percent from 2005 to a total of $838.6 million.
      Sales of Victory motorcycles increased 60 percent during the third quarter 2006, as compared to the third quarter of 2005. This increase in sales continues the positive trend Victory has experienced for the past several quarters driven by increased brand recognition, the continued success of the Hammer and Vegas Jackpot models in addition to the new 2007 Kingpin Tour and Hammer S models introduced in July, positive customer response to a more powerful 100 cubic inch engine and six speed transmission, and increased market penetration, made possible by improvements in the dealer network. Year-to-date 2006 Victory motorcycle sales increased 28 percent over the comparable period of 2005, to a total of $78.9 million.
      Snowmobile sales decreased 16 percent to $87.2 million for the 2006 third quarter compared to $104.2 million for the prior year’s third quarter as expected. Shipments in the third quarter 2006 were lower as a result of a significant decrease in dealer orders for 2007 model year snowmobiles. As discussed in prior communications, the reduced levels of dealer orders resulted from increased dealer inventory levels at the end of the prior 2005-2006 snowmobile season due to below average snowfall across many regions

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of North America and quality issues relating to certain 2005 and 2006 model year snowmobiles. During the third quarter 2006 the Company began shipping its new Polaris IQ and RMK models which utilize the new 600 HO Cleanfire semi-direct injection engine technology which has received positive reviews. Year-to-date 2006 snowmobile sales totaled $95.0 million compared to 2005 year-to-date sales of $163.3 million.
      Parts, Garments, and Accessories (“PG&A”) sales decreased four percent for the third quarter and two percent for the year-to-date periods ended September 30, 2006 respectively, compared to the same periods in 2005. The decline in PG&A sales was primarily related to lower shipments of ATVs and snowmobiles during the quarter and year to date periods.
      Gross profit, as a percentage of sales, was 20.9 percent for the third quarter 2006, a decrease from 23.0 percent in the comparable quarter of 2005. During the third quarter 2006, increased commodity costs, higher promotional expenses and reduced manufacturing and logistics efficiencies due to lower sales volume were partially offset by increased sales of higher gross margin products, favorable currency effects and savings from various cost reduction initiatives. For the first nine months of 2006, gross profit, as a percentage of sales, was 21.0 percent compared to 22.5 percent for the comparable nine-month period in 2005.
      For the third quarter 2006, operating expenses decreased 15 percent to $55.1 million or 11.2 percent of sales compared to $64.6 million or 11.9 percent of sales for the third quarter of 2005. For the year-to-date period, operating expenses decreased seven percent to $173.3 million from $186.0 million in 2005. Operating expenses in absolute dollars for the third quarter and year-to-date 2006 periods and as a percentage of sales for the third quarter 2006 decreased due to the reduction in compensation plan expenses resulting from the Company’s lower profitability and lower stock price during 2006 as well as operating cost control measures taken. For the nine-month period ended September 30, 2006, operating expenses, as a percentage of sales, increased to 14.3 percent of sales compared to 13.8 percent of sales for the same period in 2005 due to the lower sales volumes which were partially offset by operating expense control measures taken.
      Income from financial services increased 24 percent to $12.7 million in the third quarter 2006, up from $10.2 million in the third quarter 2005, due to increased profits generated by the retail and wholesale credit portfolios. Income from financial services for the year-to-date period ended September 30, 2006 increased 25 percent to $33.6 million compared to $27.0 million for the same period in 2005. The increase in income from the wholesale credit portfolio in the 2006 periods is the result of higher interest rates and continued elevated dealer inventory levels. The income generated from the retail credit portfolio has increased in the 2006 periods in part due to the success of an additional offering to Polaris dealers to finance their used and non-Polaris products through Polaris’ retail credit relationship with HSBC.
      Interest expense increased to $2.6 million and $6.1 million for the 2006 third quarter and year-to-date periods, respectively, compared to $1.6 million and $3.3 million for the third quarter and year-to-date periods, respectively, of 2005. The increase is due to higher debt levels and increased interest rates during the 2006 periods.
      Equity in income of manufacturing affiliates (which primarily represents the Company’s portion of income from its investment in 25 percent of KTM Power Sports AG, an Austrian motorcycle

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manufacturer) totaled $2.7 million for the third quarter of 2006 and $3.6 million for the 2006 year to date period. The Company purchased a 25 percent interest in KTM in July 2005.
Financial Position and Cash Flow
Net cash provided by operating activities of continuing operations for the third quarter of 2006 totaled $83.5 million compared to $108.8 million in the third quarter of 2005. For the nine-month period ended September 30, 2006, net cash provided by operating activities of continuing operations totaled $92.5 million compared to $101.7 million for the first nine months of 2005. The decrease in net cash provided by operating activities during the first nine months of 2006 was primarily due to a decrease in the net income from continuing operations during that period compared to the same period last year. The Company’s debt to total capital ratio was 19 percent at September 30, 2006, compared to five percent at the same time a year ago, resulting primarily from a continued aggressive share repurchase program and the lower earnings results. Cash and cash equivalents were $9.1 million at September 30, 2006 compared to $13.4 million a year ago.
Share Buyback Continues
      During the third quarter 2006 the Company repurchased and retired 1,323,000 shares of its common stock for $51.2 million, bringing total share repurchases to 2.6 million shares, or $109.4 million for the year-to-date period ended September 30, 2006. Since inception of the share repurchase program in 1996, approximately 24.9 million shares have been repurchased at an average price of $27.71 per share. As of September 30, 2006, the Company has authorization from its Board of Directors to repurchase up to an additional 2.1 million shares of Polaris stock.
Conference Call to be Held
      Today at 9:00 AM (CDT) Polaris Industries Inc. will host a conference call to discuss Polaris’ third quarter 2006 earnings results released this morning. The conference call is accessible by dialing 800-374-6475 in the U.S. and Canada or 706-679-2596 for International calls or via the Investor Relations page of the Company’s web site, www.polarisindustries.com (click on Our Company then Investor Relations). The conference call will be available through Thursday, October 19, 2006 by dialing 800-642-1687 in the U.S. and Canada, or 706-645-9291 for International calls and entering passcode 7216103, and on Polaris’ web site.
About Polaris
      Information about the complete line of Polaris products is available from authorized Polaris dealers or from the Polaris homepage at www.polarisindustries.com.
      With annual 2005 sales of $1.9 billion, Polaris designs, engineers, manufactures and markets snowmobiles, all-terrain vehicles (ATVs), Victory motorcycles and the Polaris RANGER™ for recreational and utility use.
      Polaris is a recognized leader in the snowmobile industry and one of the largest manufacturers of ATVs in the world. Victory motorcycles, established in 1998 and representing the first all-new American-

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made motorcycle from a major company in nearly 60 years, are rapidly making impressive in-roads into the motorcycle cruiser marketplace. Polaris also enhances the riding experience with a complete line of Pure Polaris apparel, accessories and parts, available at Polaris dealerships. Consumers can also purchase apparel and vehicle accessories anytime at www.polarisindustries.com.
Polaris Industries Inc. trades on the New York Stock Exchange and the NYSE Arca under the symbol “PII,” and the Company is included in the S&P Small-Cap 600 stock price index.
Except for historical information contained herein, the matters set forth in this news release, including management’s expectations regarding 2006 and 2007 sales, shipments, net income and cash flow, are forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those forward-looking statements. Potential risks and uncertainties include such factors as product offerings, promotional activities and pricing strategies by competitors; warranty expenses; foreign currency exchange rate fluctuations; effects of the KTM relationship; environmental and product safety regulatory activity; effects of weather; commodity costs; uninsured product liability claims; and overall economic conditions, including inflation and consumer confidence and spending. Investors are also directed to consider other risks and uncertainties discussed in documents filed by the Company with the Securities and Exchange Commission.
(summarized financial data follows)

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POLARIS INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF INCOME
and Other Selected Financial Information
(In Thousands, Except Per Share Data)
(Unaudited)
                                 
    For Three Months     For Nine Months  
    Ended September 30,     Ended September 30,  
    2006     2005     2006     2005  
Sales
  $ 490,090     $ 543,124     $ 1,207,934     $ 1,343,732  
Cost of sales
    387,439       418,222       954,462       1,041,421  
 
                       
Gross profit
    102,651       124,902       253,472       302,311  
Operating expenses
                               
Selling and marketing
    26,614       28,297       81,484       82,847  
Research and development
    16,343       18,550       53,550       53,793  
General and administrative
    12,132       17,750       38,250       49,316  
 
                       
Total operating expenses
    55,089       64,597       173,284       185,956  
 
                               
Income from financial services
    12,696       10,203       33,568       26,951  
 
                       
Operating Income
    60,258       70,508       113,756       143,306  
 
                               
Non-operating Expense (Income):
                               
Interest expense
    2,581       1,552       6,129       3,310  
Equity in (income) of manufacturing affiliates
    (2,653 )     (945 )     (3,614 )     (945 )
Other expense (income), net
    652       1,159       751       2,403  
 
                       
Income before income taxes
    59,678       68,742       110,490       138,538  
 
                               
Provision for Income Taxes
    16,935       20,133       33,825       42,932  
 
                       
Net Income from continuing operations
  $ 42,743     $ 48,609     $ 76,665     $ 95,606  
Loss from discontinued operations, net of tax
    (259 )   $ (265 )     (466 )   $ (685 )
Loss on disposal of discontinued operations, net of tax
                (2,021 )      
Cumulative effect of accounting change, net of tax
                407        
 
                       
Net Income
  $ 42,484     $ 48,344     $ 74,585     $ 94,921  
 
                       
Basic Net Income per share
                               
Continuing operations
  $ 1.06     $ 1.16     $ 1.86     $ 2.26  
Loss from discontinued operations
    (0.01 )     (0.01 )     (0.01 )     (0.02 )
Loss on disposal of discontinued operations
                (0.05 )      
Cumulative effect of accounting change
                0.01        
 
                       
Net Income
  $ 1.05     $ 1.15     $ 1.81     $ 2.24  
 
                       
 
                               
Diluted Net Income per share
                               
Continuing operations
  $ 1.04     $ 1.11     $ 1.81     $ 2.16  
Loss from discontinued operations
    (0.01 )     (0.00 )     (0.01 )     (0.01 )
Loss on disposal of discontinued operations
                (0.05 )      
Cumulative effect of accounting change
                0.01        
 
                       
Net Income
  $ 1.03     $ 1.11     $ 1.76     $ 2.15  
 
                       
 
                               
Weighted average shares outstanding:
                               
Basic
    40,277       41,962       41,154       42,349  
 
                       
Diluted
    41,257       43,600       42,319       44,185  
 
                       
                                                 
Business Unit Information   Third Qtr Ended September 30,     Nine Months Ended September 30,  
    2006     2005     % chg     2006     2005     % chg  
Snowmobiles
  $ 87,195     $ 104,174       -16 %   $ 95,009     $ 163,305       -42 %
All-Terrain Vehicles
    308,286       351,175       -12 %     838,566       919,419       -9 %
Victory Motorcycles
    25,806       16,173       60 %     78,938       61,736       28 %
Parts, Garments & Accessories
    68,803       71,602       -4 %     195,421       199,272       -2 %
 
                                   
Total Sales
  $ 490,090     $ 543,124       -10 %   $ 1,207,934     $ 1,343,732       -10 %
 
                                   
2005 results have been adjusted to reflect the adoption of SFAS 123R under the modified retrospective method. All periods presented
reflect the classification of the Marine Division’s financial results as discontinued operations.

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POLARIS INDUSTRIES INC.
CONSOLIDATED BALANCE SHEETS
(In Thousands)
                 
    September 30, 2006     September 30, 2005  
    (Unaudited)     (Unaudited)  
Assets
               
Current Assets
               
Cash and cash equivalents
  $ 9,086     $ 13,410  
Trade receivables, net
    79,006       68,527  
Inventories, net
    243,936       249,890  
Prepaid expenses and other
    13,717       13,718  
Deferred tax assets
    55,259       60,644  
Current assets from discontinued operations
          354  
 
           
 
               
Total current assets
    401,004       406,543  
Property and equipment, net
    207,909       222,715  
Investments in finance affiliate
    53,106       48,274  
Investments in manufacturing affiliates
    97,348       88,963  
Deferred income taxes
    1,172       4,754  
Goodwill, net
    25,387       25,006  
Intangible and other assets, net
    154       241  
 
           
Total Assets
  $ 786,080     $ 796,496  
 
           
 
               
Liabilities and Shareholders’ Equity
               
Current Liabilities:
               
Accounts payable
  $ 133,447     $ 146,316  
Accrued expenses
    231,310       229,263  
Income taxes payable
    8,137       37,530  
Current liabilities from discontinued operations
    2,014       7,098  
 
           
Total current liabilities
    374,908       420,207  
 
               
Borrowings under credit agreement
    78,000       18,000  
 
           
Total liabilities
  $ 452,908     $ 438,207  
 
           
 
               
Shareholders’ Equity:
               
Preferred stock $0.01 par value, 20,000 shares authorized, no shares issued and outstanding
           
Common stock $0.01 par value, 80,000 shares authorized, 39,352 and 41,815 shares issued and outstanding
  $ 394     $ 418  
Additional paid-in capital
           
Retained earnings
    324,322       358,324  
Accumulated other comprehensive income (loss), net
    8,456       (453 )
 
           
Total shareholders’ equity
  $ 333,172     $ 358,289  
 
           
 
               
Total Liabilities and Shareholders’ Equity
  $ 786,080     $ 796,496  
 
           
2005 results have been adjusted to reflect the adoption of SFAS 123R under the modified retrospective
method. All periods reflect the classification of the Marine Division results as discontinued operations.

8


 

POLARIS INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
                 
    For Nine Months  
    Ended September 30,  
    2006     2005  
Operating Activities:
               
Net income before cumulative effect of accounting change
  $ 74,178     $ 94,921  
Net loss from discontinued operations
    2,487       685  
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
               
Depreciation and amortization
    52,280       47,466  
Noncash compensation
    9,690       16,632  
Noncash income from financial services
    (12,708 )     (9,669 )
Noncash income from manufacturing affiliates
    (3,614 )     (945 )
Deferred income taxes
    5,570       (1,583 )
Changes in current operating items:
               
Trade receivables
    (657 )     2,645  
Inventories
    (41,916 )     (76,264 )
Accounts payable
    36,383       50,014  
Accrued expenses
    (32,419 )     (23,441 )
Income taxes payable
    (1,291 )     6,529  
Prepaid expenses and others, net
    4,478       (5,255 )
 
           
Net cash provided by continuing operations
    92,461       101,735  
Net cash flow (used for) discontinued operations
    (5,753 )     (14,316 )
 
           
Net cash provided by operating activities
    86,708       87,419  
 
               
Investing Activities:
               
Purchase of property and equipment
    (38,073 )     (69,423 )
Investments in finance affiliate and retail credit deposit, net
    19,203       59,781  
Investments in manufacturing affiliates
          (85,443 )
 
           
Net cash used for investing activities
    (18,870 )     (95,085 )
 
               
Financing Activities:
               
Borrowings under credit agreement
    521,000       554,000  
Repayments under credit agreement
    (461,000 )     (554,000 )
Repurchase and retirement of common shares
    (109,353 )     (111,297 )
Cash dividends to shareholders
    (38,187 )     (35,329 )
Tax effect of exercise of stock options
    7,396       12,414  
Proceeds from stock issuances under employee plans
    1,717       16,819  
 
           
 
               
Net cash used for financing activities
    (78,427 )     (117,393 )
 
           
 
               
Net decrease in cash and cash equivalents
    (10,589 )     (125,059 )
 
               
Cash and cash equivalents at beginning of period
    19,675       138,469  
 
           
 
               
Cash and cash equivalents at end of period
  $ 9,086     $ 13,410  
 
           
2005 results have been adjusted to reflect the adoption of SFAS 123R under the modified retrospective
method. All periods presented reflect the classification of the marine division’s financial results as
discontinued operations.

9

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