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 22, 2013
POLARIS INDUSTRIES INC.
(Exact
name of Registrant as specified in its charter)
Minnesota |
1-11411 |
41-1790959 |
(State of Incorporation) |
(Commission File Number) |
(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:
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On October 22, 2013, Polaris Industries Inc. (the “Company”) issued a press release announcing the Company’s third quarter 2013 financial results for the reporting period ended September 30, 2013. On October 22, 2013, 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 29, 2013 by dialing 855-859-2056 in the U.S. and Canada, or 404-537-3406 for international calls and entering passcode 48224568, and on the Company’s website, www.polaris.com/irhome.
A copy of the Company’s press release is furnished as Exhibit 99.1 attached hereto and a copy of the presentation materials discussed during the conference call is being furnished as Exhibit 99.2 to this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
The disclosures set forth in Item 2.02 above are hereby incorporated by reference into this Item 7.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 | Press Release dated October 22, 2013 of Polaris Industries Inc. | |
99.2 | Presentation materials dated October 22, 2013 of Polaris Industries Inc. |
The information contained in this Current Report is furnished and not deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
SIGNATURES
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.
POLARIS INDUSTRIES INC. |
|||
Date: |
October 22, 2013 |
/s/ Michael W. Malone |
|
Michael W. Malone |
|||
Vice President — Finance and |
EXHIBIT INDEX
Exhibit Number |
Description |
|
99.1 |
Press Release dated October 22, 2013 of Polaris Industries Inc. |
|
99.2 |
Presentation materials dated October 22, 2013 of Polaris Industries Inc. |
Exhibit 99.1
Polaris Reports Record Third Quarter 2013 Results; EPS from Continuing Operations Increased 23% to $1.64 on Sales Growth of 25%
Third quarter surpasses $1.1 billion in sales; Company increases full year 2013 Sales and EPS from continuing operations guidance
Third Quarter Highlights:
MINNEAPOLIS--(BUSINESS WIRE)--October 22, 2013--Polaris Industries Inc. (NYSE: PII) today reported record third quarter net income from continuing operations of $116.9 million, or $1.64 per diluted share, for the quarter ended September 30, 2013, up 24 percent and 23 percent, respectively, from the prior year’s third quarter net income of $94.3 million, or $1.33 per diluted share. Reported net income for the third quarter 2013, including both continuing and discontinued operations was $113.1 million, or $1.59 per diluted share. Sales for the third quarter 2013 totaled a record $1,102.6 million, which represents an increase of 25 percent over last year’s third quarter sales of $879.9 million.
Scott Wine, Polaris’ Chairman and Chief Executive Officer, stated, “Our record third quarter results reflect both the ongoing demand for our existing products and the potential contained within the initial shipments of our model year 2014 vehicles, the largest new product introduction in the Company’s history. In the third quarter, we launched more new vehicles than in any previous model year, led by the much anticipated debut of Indian Motorcycles along with several innovative variants of RANGERS, RZRs and Victory motorcycles. Additionally, to complement and enhance our consumers’ experience with these vehicles our PG&A business introduced over 300 new model year 2014 accessories plus an expanded apparel line-up. While the new model year 2014 vehicles and accessories are just now arriving at dealers in meaningful quantities, the initial feedback has been extremely positive from consumers to the trade magazines. To receive such accolades is always gratifying, but we realize that we must remain focused on achieving the full market potential of these recently released new products while continuing to develop the next wave of industry leading products.”
Wine added, “Though much of our effort was focused on successful product launches, we also achieved a number of financial milestones during the 2013 third quarter, including eclipsing the quarterly $1 billion sales mark for the first time in Polaris’ history. We continued to solidify our market share lead in off-road vehicles during the quarter and our relentless drive to enhance profitability paid dividends as gross profit margins climbed 90 basis points. Our international business performed exceptionally well, up 38 percent during the quarter despite a weak economic environment. Part of the international growth came from our most recent acquisition, Aixam Mega, an important addition to our expanding Small Vehicles portfolio.”
Wine continued, “Our success over the past four years derives from our focused strategy – being the Best in Powersports PLUS, delivering growth through adjacencies, maintaining global market leadership and demonstrating operational excellence and strong financial performance. Thanks to our execution of that strategy, our sales growth continues to outpace our long-term projections and we now expect to achieve greater than $8.0 billion in sales by 2020, while our net income target remains at an industry leading greater than 10 percent of sales by 2020. While we are obviously very bullish about Polaris’ future, we remain focused on near-term execution and are confident in raising our sales and earnings expectations for 2013.”
2013 Business Outlook
For the full year 2013, the Company is increasing and narrowing its earnings guidance and now expects earnings from continuing operations to be in the range of $5.30 to $5.37 per diluted share, an increase of 20 to 22 percent over full year 2012 earnings of $4.40 per diluted share. Full year 2013 sales are now expected to grow in the range of 15 percent to 16 percent as compared to full year 2012.
Third Quarter Performance Summary (in thousands except per share data) |
|||||||||||||||||||||||||||||
Three Months ended September 30, |
Nine Months ended September 30, |
||||||||||||||||||||||||||||
Product line sales |
2013 |
2012 |
Change |
2013 |
2012 |
Change |
|||||||||||||||||||||||
Off-Road Vehicles | $ | 702,013 | $ | 573,020 | 23 | % | $ | 1,862,508 | $ | 1,658,730 | 12 | % | |||||||||||||||||
Snowmobiles | 143,550 | 114,885 | 25 | % | 166,725 | 128,405 | 30 | % | |||||||||||||||||||||
Motorcycles | 49,372 | 52,384 | -6 | % | 151,041 | 160,395 | -6 | % | |||||||||||||||||||||
Small Vehicles | 31,716 | 11,012 | 188 | % | 76,489 | 32,394 | 136 | % | |||||||||||||||||||||
Parts, Garments & Accessories | 175,998 | 128,638 | 37 | % | 436,595 | 329,211 | 33 | % | |||||||||||||||||||||
Total Sales | $ | 1,102,649 | $ | 879,939 | +25 | % | $ | 2,693,358 | $ | 2,309,135 | +17 | % | |||||||||||||||||
Gross profit | $ | 334,785 | $ | 259,785 | +29 | % |
$ |
803,771 | $ | 671,497 | +20 | % | |||||||||||||||||
Gross profit as a % of sales | 30.4 | % | 29.5 | % | +90 bpts | 29.8 | % | 29.1 | % | +70 bpts | |||||||||||||||||||
Operating expenses | $ | 165,163 | $ | 126,445 | +31 | % | $ | 428,202 | $ | 351,574 | +22 | % | |||||||||||||||||
Operating expenses as a % of sales | 15.0 | % | 14.4 | % | +60 bpts | 15.9 | % | 15.2 | % | +70 bpts | |||||||||||||||||||
Operating income |
$ |
181,293 |
$ | 141,567 | +28 | % | $ | 408,816 | $ | 343,548 | +19 | % | |||||||||||||||||
Operating Income as a % of sales | 16.4 | % | 16.1 | % | +30 bpts | 15.2 | % | 14.9 | % | +30 bpts | |||||||||||||||||||
Net income from continuing operations | $ | 116,921 | $ | 94,345 | +24 | % | $ | 272,389 | $ | 224,246 | +21 | % | |||||||||||||||||
Net income from continuing operations as a % of sales | 10.6 | % | 10.7 | % | -10 bpts | 10.1 | % | 9.7 | % | +40 bpts | |||||||||||||||||||
Diluted net income per share from continuing operations | $ | 1.64 | $ | 1.33 | +23 | % | $ | 3.84 | $ | 3.16 | +22 | % | |||||||||||||||||
Off-Road Vehicle (“ORV”) sales increased 23 percent in the 2013 third quarter from the third quarter 2012 to $702.0 million. This increase reflects continued strong demand and market share gains for both ATVs and side-by-side vehicles including a number of highly anticipated all-new model year 2014 vehicles introduced in the third quarter. Polaris North American ORV unit retail sales were up low double digits percent from the third quarter last year; both side-by-side vehicles and ATVs grew in the double digits percent range during the quarter. The Company estimates North American ORV industry retail sales also grew low double digits percent during the 2013 third quarter. As expected, North American ORV dealer inventories were up mid-teens percent from the third quarter of 2012 primarily to support new model year 2014 ORV product segments introduced in July. The Company’s International ORV sales to customers outside North America increased 20 percent in the 2013 third quarter primarily through continued market share gains, despite the overall European economy remaining weak.
Snowmobile sales increased 25 percent to $143.6 million for the 2013 third quarter as compared to $114.9 million for the third quarter of 2012. This increase is due to a higher number of snowmobiles shipped and a more profitable mix of snowmobiles sold in the 2013 third quarter. Sales of snowmobiles outside of North America, principally the Scandinavian region and Russia, increased eleven percent in the third quarter of 2013 compared to a year ago.
Sales for the Motorcycles division, which includes both Victory and Indian motorcycle sales, decreased six percent to $49.4 million in the 2013 third quarter compared to the same period last year. The decrease in the 2013 third quarter sales is due to Victory dealers continuing to calibrate their inventory levels under the new Retail Flow Management order taking process, which closely ties dealer shipments with retail sales, and weaker international motorcycle sales, partially offset by a limited number of model year 2014 Indian motorcycles that began shipping late in the quarter. Victory North American consumer unit retail sales were strong for the 2013 third quarter, increasing over 30 percent compared to a year ago. The overall Industry performed well also, as North American industry heavyweight cruiser and touring motorcycle retail sales increased about 20 percent during the 2013 third quarter as compared to the prior year’s third quarter. The much anticipated re-launch of Indian Motorcycle occurred during the 2013 third quarter with the introduction of three all-new model year 2014 Indian Chief models: the Chief Classic, Chief Vintage, and the Chieftain. The reaction from the motorcycle press, dealers and consumers has been very strong for these brand new Indian motorcycles. North American motorcycle dealer inventory increased slightly over 2012 levels due to an increase in the Victory dealer count and initial shipments of Indian motorcycles.
Sales in the Small Vehicles division, which is comprised of our GEM and Goupil electric vehicles as well as Aixam Mega (“Aixam”) acquired in the second quarter of 2013, increased 188 percent to $31.7 million compared to the third quarter 2012. The incremental sales from the Aixam acquisition represented a significant portion of the 2013 third quarter sales growth for the Small Vehicles business.
Parts, Garments, and Accessories (“PG&A”) sales increased 37 percent to $176.0 million during the third quarter of 2013 compared to the same period last year. PG&A experienced over 20 percent sales growth in all product lines and categories during the quarter. This growth was augmented by the addition of over 300 new model year 2014 accessories, including additions to the family of Lock and Ride® attachments that add comfort, style and utility to ORVs and motorcycles. Additionally, the 2013 third quarter sales increase includes the incremental PG&A related sales from the Klim and Aixam acquisitions. Sales of PG&A to customers outside of North America increased 44 percent during the 2013 third quarter as compared to the same period last year.
International sales totaled $139.4 million for the 2013 third quarter, an increase of 38 percent versus the same period in 2012. The increase was driven by higher sales in ORVs and continued market share gains in all product lines and strong PG&A sales during the quarter. Additionally, the recent acquisition of Aixam accounted for approximately half of the international sales increase.
Gross profit was 30.4 percent of sales for the third quarter of 2013, an increase of 90 basis points from the 2012 third quarter. Gross profit dollars increased 29 percent to $334.8 million for the third quarter of 2013, compared to $259.8 million for the third quarter of 2012. The increase in gross profit, both in terms of absolute dollars and as a percentage of sales, primarily arose from continued product cost reduction efforts and higher selling prices, offset somewhat by higher promotional costs. Additionally, during the 2013 third quarter, the Company lost a contract dispute resulting in additional royalty payments, which had an approximately $9.0 million or 80 basis points unfavorable impact to Polaris’ 2013 third quarter gross profit margins.
Operating expenses for the third quarter of 2013 increased 31 percent to $165.2 million or 15.0 percent of sales compared to $126.4 million or 14.4 percent of sales for the third quarter of 2012. Operating expenses in absolute dollars and as a percentage of sales for the third quarter of 2013 increased primarily due to higher sales and marketing costs related, in part, to the Indian Motorcycle re-launch; increased general and administrative expenses, which includes expenses related to the continued investments in infrastructure aimed at supporting the Company’s growth initiatives, and higher accrued incentive compensation due to the higher stock price.
Income from financial services increased 42 percent to $11.7 million during the third quarter of 2013 compared to $8.2 million in the third quarter of 2012, due to increased profitability generated from the retail credit portfolios with Sheffield, GE and Capital One and higher income from the dealer inventory financing through Polaris Acceptance.
Equity in loss of affiliates was $0.6 million for the third quarter 2013, which represents the Company’s portion of the start-up costs related to the Polaris/Eicher joint venture in India established in 2012.
Other income, net was $2.6 million in the third quarter of 2013, compared to $4.0 million in the third quarter of 2012. The income generated in the third quarter in both 2013 and 2012 came as a result of foreign currency exchange rate movements and the resulting effects on foreign currency transactions related to the Company’s foreign subsidiaries.
The Income tax provision for the third quarter 2013 was recorded at a rate of 35.7 percent of pretax income from continuing operations compared to 34.5 percent of pretax income for the third quarter 2012. The higher income tax provision in the 2013 third quarter is a result of an increase in accrued foreign tax reserves along with certain unfavorable tax events related to finalizing the calendar year 2012 tax returns.
Loss from Discontinued Operations
The Company previously announced in late July 2013 that a jury returned an unfavorable verdict against Polaris in a lawsuit arising from a 2008 collision between a boat and a 2001 Polaris Virage personal watercraft. As a result of the jury verdict, during the 2013 third quarter, Polaris recorded a non-recurring loss from discontinued operations of $3.8 million, net of tax, or $0.05 per diluted share. The Company ceased manufacturing marine products in September 2004 and substantially completed the exit of the business in 2007. At this point in time, no additional charges are expected from discontinued operations.
Financial Position and Cash Flow
Net cash provided by operating activities from continuing operations increased 50 percent to $381.8 million for the year-to-date period ended September 30, 2013 compared to $254.5 million for the same period in 2012. The increase in net cash provided by operating activities from continuing operations for the 2013 period was due to increased net income, improved working capital and an increase in noncash expenses such as depreciation and incentive compensation. Total debt at the end of the third quarter was $107.2 million. The Company’s debt-to-total capital ratio was ten percent as of September 30, 2013 as compared to 14 percent as of the same period in 2012. Cash and cash equivalents were $387.8 million at September 30, 2013 compared to $412.9 million for the same period in 2012.
Conference Call and Webcast Presentation
Today at 9:00 AM (CT) Polaris Industries Inc. will host a conference call and webcast to discuss Polaris’ 2013 third quarter earnings results released this morning. The call will be hosted by Scott Wine, Chairman and CEO, Bennett Morgan, President and COO, and Mike Malone, Vice President―Finance and CFO. A slide presentation and link to the audio webcast will be posted on the Investor Relations page of the Polaris web site at www.polaris.com/irhome.
To listen to the conference call by phone, dial 877-706-7543 in the U.S. and Canada, or 973-200-3967 internationally. The Conference ID is # 48224568.
A replay of the conference call will be available approximately two hours after the call for a one-week period by accessing the same link on our website, or by dialing 855-859-2056 in the U.S. and Canada, or 404-537-3406 internationally.
About Polaris
Polaris is a recognized leader in the powersports industry with annual 2012 sales of $3.2 billion. Polaris designs, engineers, manufactures and markets innovative, high quality off-road vehicles, including all-terrain vehicles (ATVs) and the Polaris RANGER® and RZR® side-by-side vehicles, snowmobiles, motorcycles and small vehicles.
Polaris is among the global sales leaders for both snowmobiles and off-road vehicles and has established a presence in the heavyweight cruiser and touring motorcycle market with the Victory and Indian motorcycle brands. Additionally, Polaris continues to invest in the global on-road small vehicle industry with Global Electric Motorcars (GEM), Goupil Industrie SA, Aixam Mega S.A.S., and internally developed vehicles. Polaris enhances the riding experience with a complete line of Polaris and KLIM branded apparel and Polaris accessories and parts.
Polaris Industries Inc. trades on the New York Stock Exchange under the symbol “PII” and the Company is included in the S&P Mid-Cap 400 stock price index.
Information about the complete line of Polaris products, apparel and vehicle accessories are available from authorized Polaris dealers or anytime at www.polaris.com.
Except for historical information contained herein, the matters set forth in this news release, including management’s expectations regarding 2013 and future sales, shipments, net income, net income per share, new manufacturing operations initiatives, joint venture projects and savings in logistical and production costs, 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 the Company’s ability to successfully implement its manufacturing operations initiatives, product offerings, promotional activities and pricing strategies by competitors; acquisition integration costs; joint venture projects; warranty expenses; impact of changes in Polaris stock price on incentive compensation plan costs; foreign currency exchange rate fluctuations; environmental and product safety regulatory activity; effects of weather; commodity costs; uninsured product liability claims; uncertainty in the retail and wholesale credit markets; changes in tax policy and overall economic conditions, including inflation, consumer confidence and spending and relationships with dealers and suppliers. Investors are also directed to consider other risks and uncertainties discussed in documents filed by the Company with the Securities and Exchange Commission. The Company does not undertake any duty to any person to provide updates to its forward-looking statements.
(summarized financial data follows)
POLARIS INDUSTRIES INC. | |||||||||||||||||||||
CONSOLIDATED STATEMENTS OF INCOME | |||||||||||||||||||||
(In Thousands, Except Per Share Data) | |||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||
Sales | $ | 1,102,649 | $ | 879,939 | $ | 2,693,358 | $ | 2,309,135 | |||||||||||||
Cost of sales | 767,864 | 620,154 | 1,889,587 | 1,637,638 | |||||||||||||||||
Gross profit | 334,785 | 259,785 | 803,771 | 671,497 | |||||||||||||||||
Operating expenses: | |||||||||||||||||||||
Selling and marketing | 78,810 | 57,211 | 195,541 | 152,899 | |||||||||||||||||
Research and development | 37,010 | 32,352 | 103,064 | 94,034 | |||||||||||||||||
General and administrative | 49,343 | 36,882 | 129,597 | 104,641 | |||||||||||||||||
Total operating expenses | 165,163 | 126,445 | 428,202 | 351,574 | |||||||||||||||||
Income from financial services | 11,671 | 8,227 | 33,247 | 23,625 | |||||||||||||||||
Operating income | 181,293 | 141,567 | 408,816 | 343,548 | |||||||||||||||||
Non-operating expense (income): | |||||||||||||||||||||
Interest expense | 1,520 | 1,465 | 4,364 | 4,443 | |||||||||||||||||
Equity in loss of other affiliates | 631 | — | 1,629 | — | |||||||||||||||||
Other (income), net | (2,576 | ) | (3,989 | ) | (6,274 | ) | (6,356 | ) | |||||||||||||
Income before income taxes | 181,718 | 144,091 | 409,097 | 345,461 | |||||||||||||||||
Provision for income taxes | 64,797 | 49,746 | 136,708 | 121,215 | |||||||||||||||||
Net income from continuing operations | 116,921 | 94,345 | 272,389 | 224,246 | |||||||||||||||||
Loss from discontinued operations, net of tax | (3,777 | ) | — | (3,777 | ) | — | |||||||||||||||
Net income | $ | 113,144 | $ | 94,345 | $ | 268,612 | $ | 224,246 | |||||||||||||
Basic net income per share: | |||||||||||||||||||||
Continuing operations | $ | 1.69 | $ | 1.37 | $ | 3.95 | $ | 3.26 | |||||||||||||
Loss from discontinued operations | (0.05 | ) | — | (0.05 | ) | — | |||||||||||||||
Basic net income per share | $ | 1.64 | $ | 1.37 | $ | 3.90 | $ | 3.26 | |||||||||||||
Diluted net income per share: | |||||||||||||||||||||
Continuing operations | $ | 1.64 | $ | 1.33 | $ | 3.84 | $ | 3.16 | |||||||||||||
Loss from discontinued operations | (0.05 | ) | — | (0.05 | ) | — | |||||||||||||||
Diluted net income per share | $ | 1.59 | $ | 1.33 | $ | 3.79 | $ | 3.16 | |||||||||||||
Weighted average shares outstanding: | |||||||||||||||||||||
Basic | 69,179 | 68,692 | 68,946 | 68,761 | |||||||||||||||||
Diluted | 71,186 | 70,883 | 70,901 | 70,956 | |||||||||||||||||
POLARIS INDUSTRIES INC. | |||||||||
CONSOLIDATED BALANCE SHEETS | |||||||||
(In Thousands) | |||||||||
(Unaudited) | |||||||||
Subject to Reclassification | September 30, 2013 | September 30, 2012 | |||||||
Assets | |||||||||
Current Assets: | |||||||||
Cash and cash equivalents | $ | 387,804 | $ | 412,898 | |||||
Trade receivables, net | 157,015 | 136,346 | |||||||
Inventories, net | 460,592 | 410,034 | |||||||
Prepaid expenses and other | 56,450 | 28,193 | |||||||
Income taxes receivable | 15,657 | 7,936 | |||||||
Deferred tax assets | 84,986 | 80,040 | |||||||
Total current assets | 1,162,504 | 1,075,447 | |||||||
Property and equipment, net | 420,328 | 230,605 | |||||||
Investment in finance affiliate | 58,338 | 47,521 | |||||||
Investment in other affiliates | 16,775 | 12,000 | |||||||
Deferred tax assets | 7,553 | 13,768 | |||||||
Goodwill and other intangible assets, net | 227,889 | 76,704 | |||||||
Other long-term assets | 29,832 | 15,383 | |||||||
Total assets | $ | 1,923,219 | $ | 1,471,428 | |||||
Liabilities and Shareholders' Equity | |||||||||
Current Liabilities: | |||||||||
Current portion of capital lease obligations | $ | 3,318 | $ | 2,607 | |||||
Accounts payable | 280,284 | 228,332 | |||||||
Accrued expenses: | |||||||||
Compensation | 129,311 | 120,351 | |||||||
Warranties | 48,102 | 41,571 | |||||||
Sales promotions and incentives | 120,004 | 105,340 | |||||||
Dealer holdback | 94,142 | 75,983 | |||||||
Other | 87,810 | 71,054 | |||||||
Income taxes payable | 43,765 | 3,286 | |||||||
Current liabilities of discontinued operations | 10,000 | 5,000 | |||||||
Total current liabilities | 816,736 | 653,524 | |||||||
Long term income taxes payable | 14,443 | 6,749 | |||||||
Capital lease obligations | 3,904 | 4,692 | |||||||
Long-term debt | 100,000 | 100,000 | |||||||
Other long-term liabilities | 56,454 | 47,382 | |||||||
Total liabilities | $ | 991,537 | $ | 812,347 | |||||
Total shareholders’ equity | 931,682 | 659,081 | |||||||
Total liabilities and shareholders’ equity | $ | 1,923,219 | $ | 1,471,428 | |||||
Certain reclassifications of previously reported balance sheet amounts have been conformed to the current year presentation. | |||||||||
POLARIS INDUSTRIES INC. | |||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||||
(In Thousands) | |||||||||||
(Unaudited) | |||||||||||
Subject to Reclassification | Nine months ended September 30, | ||||||||||
2013 | 2012 | ||||||||||
Operating Activities: | |||||||||||
Net income | $ | 268,612 | $ | 224,246 | |||||||
Loss from discontinued operations | 3,777 | — | |||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
Depreciation and amortization | 64,364 | 51,489 | |||||||||
Noncash compensation | 46,304 | 26,964 | |||||||||
Noncash income from financial services | (3,440 | ) | (2,479 | ) | |||||||
Noncash loss from other affiliates | 1,629 | — | |||||||||
Deferred income taxes | (10,781 | ) | (5,277 | ) | |||||||
Tax effect of share-based compensation exercises | (22,247 | ) | (17,810 | ) | |||||||
Changes in operating assets and liabilities: | |||||||||||
Trade receivables | (24,711 | ) | (20,272 | ) | |||||||
Inventories | (94,110 | ) | (109,912 | ) | |||||||
Accounts payable | 94,097 | 81,489 | |||||||||
Accrued expenses | 20,671 | (451 | ) | ||||||||
Income taxes payable/receivable | 62,332 | 36,185 | |||||||||
Prepaid expenses and others, net | (24,690 | ) | (9,684 | ) | |||||||
Cash provided from continuing operations | 381,807 | 254,488 | |||||||||
Cash used for discontinued operations | (642 | ) | — | ||||||||
Net cash provided by operating activities | 381,165 | 254,488 | |||||||||
Investing Activities: | |||||||||||
Purchase of property and equipment | (192,350 | ) | (65,804 | ) | |||||||
Investment in finance affiliate, net | 2,091 | (2,790 | ) | ||||||||
Investment in other affiliates | (6,063 | ) | (7,000 | ) | |||||||
Acquisition of businesses, net of cash acquired | (134,817 | ) | (383 | ) | |||||||
Net cash used for investing activities | (331,139 | ) | (75,977 | ) | |||||||
Financing Activities: | |||||||||||
Borrowings under capital lease obligations | 1,682 | 2,232 | |||||||||
Repayments under capital lease obligations | (2,780 | ) | (2,137 | ) | |||||||
Repurchase and retirement of common shares | (31,907 | ) | (58,978 | ) | |||||||
Cash dividends to shareholders | (86,482 | ) | (76,009 | ) | |||||||
Tax effect of proceeds from share-based compensation exercises | 22,247 | 17,810 | |||||||||
Proceeds from stock issuances under employee plans | 17,834 | 25,458 | |||||||||
Net cash used for financing activities | (79,406 | ) | (91,624 | ) | |||||||
Impact of currency exchange rates on cash balances | 169 | 675 | |||||||||
Net (decrease) increase in cash and cash equivalents | (29,211 | ) | 87,562 | ||||||||
Cash and cash equivalents at beginning of period | 417,015 | 325,336 | |||||||||
Cash and cash equivalents at end of period | $ | 387,804 | $ | 412,898 |
CONTACT:
Polaris Industries Inc.
Richard Edwards, 763-542-0500
Exhibit 99.2
Third Quarter 2013 Earnings Results October 22, 2013 POLARIS INDUSTRIES INC.
Safe Harbor Safe
Harbor Except for historical information contained herein, the matters
set forth in this document, including but not limited to management’s
expectations regarding 2013 and 2014 sales, shipments, margins, and net
income and cash flow from both continuing and discontinued operations
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; manufacturing operation initiatives;
acquisition integration costs; warranty expenses; impact of changes in
Polaris stock prices on incentive compensation; foreign currency
exchange rate fluctuations; environmental and product safety regulatory
activity; effects of weather; commodity costs; uninsured product
liability claims; uncertainty in the retail and wholesale credit
markets; changes in tax policy and overall economic conditions,
including inflation, consumer confidence and spending and relationships
with dealers and suppliers. Investors are also directed to consider
other risks and uncertainties discussed in our 2012 annual report and
Form 10-K filed by the Company with the Securities and Exchange
Commission. The Company does not undertake any duty to any person to
provide updates to its forward-looking statements. The data source for
retail sales figures included in this presentation is registration
information provided by Polaris dealers in North America and compiled by
the Company or Company estimates. The Company must rely on information
that its dealers supply concerning retail sales, and other retail sales
data sources and this information is subject to revision. 2 Q3-2013
Scott Wine Chairman & CEO Third Quarter 2013 Earnings Results October 22, 2013 POLARIS INDUSTRIES INC.
$94.3 $116.9 Q3
2012Q3 2013+24% Q3 2013 Sales and Net Income Q3 2013 Sales and Net
Income Record 3rd quarter sales and net income from continuing
operations ORV Sales remained strong up 23%, snowmobiles up 25% and PG&A
up 37% International Sales up 38%, includes Aixam Mega acquisition sales
EMEA region grew 52% Earnings per share from continuing operations up
23% to a record $1.64 Gross Profit Margin up 90 bps Operating Income
from continuing operations increased 28% to $181.3 million Q3-2013
$879.9 $1,102.6 Q3 2012Q3 2013+25% Exceeded $1 Billion – First Time in
Company History Q3 Sales Exceeded $1 Billion – First Time in Company
History Q3 Net Income from Continuing Operations Q3 Sales 4 (in
millions) (in millions)
Indian Motorcycle
Global Reveal Indian Motorcycle Global Reveal Production Distribution
Strong Dealer, Consumer and Press Enthusiasm Strong Dealer, Consumer and
Press Enthusiasm Indian Motorcycle Production ramping up in Spirit Lake
Distribution on plan ~200 global locations by year-end 2013 Q3-2013
Full Year 2013
Guidance Full Year 2013 Guidance North American Sales growth and market
share gains ORV expected to be up 11% to 12%; PG&A expected to grow
about 30% International Sales projected to increase about 25% including
acquisitions EMEA growth driven by Aixam Mega Net Income from continuing
operations projected up 20% to 22% Net Income margins from continuing
operations expected to be over 10% for full year Q3-2013 $3,210 2012
ActualFY 2013Guidance$4.40 2012 ActualFY 2013GuidanceStrong Finish to
the Expected Strong Finish to the Year Expected Diluted EPS from
Continuing Operations Total Company Sales Up 15% to 16% $3,700 to $3,730
Up 20% to 22% $5.30 to $5.37 6 (in millions)
2013Guidance20202013Guidance2020Grow
Sales >$8 Billion by 2020 Q3 2013 Progress Polaris Strategic Objectives
Polaris Strategic Objectives 7 Q3-2013 3-5 Year Objectives Best in
Powersports PLUS 5-8% annual organic growth ORV & Motorcycles gained
share again Largest MY’14 product launch Indian re-launch positive
Growth through Adjacencies >$2B from acquisitions and new markets Small
Vehicle sales up 188% GEM retail sales up over 50% Military revenue up
significantly Global Market Leadership >33% of Polaris revenue
International sales up 38% EMEA +52%, Latin America up 23% Eicher JV on
plan LEAN Enterprise is Competitive Advantage Significant Quality,
Delivery & Cost Improvement Gross margins up 90 bps V.P. of Customer
Excellence on-board LEAN journey underway Strong Financial Performance
Sustainable, profitable growth Net Income* Margin >10% Sales up 25% Net
income* up 24%, EPS* up 23% Net income* margin at 10.6% Consistent
Strategy, Raising the Bar Consistent Strategy, Raising the Bar Increase
Net Income* >10% of Sales by 2020 7 ~12% CAGR ~13% CAGR Up 15% to 16%
$3.70B to $3.73B Up 20% to 22% $375M to $380M $850 Million >$8.0 Billion
* from continuing operations
Bennett Morgan President & COO Third Quarter 2013 Earnings Results October 22, 2013 POLARIS INDUSTRIES INC.
N.A. Retail and
Dealer Inventory N.A. Retail and Dealer Inventory Q3-2013 Polaris Sales
Continue Strong; Healthy Polaris N.A. Retail Sales Continue Strong;
Dealer Inventory Healthy Total Dealer Inventory Change* Year-Over-Year
Dealer Inventory Best in Powersports Plus
JANFEBMARAPRMAYJUNJULAUGSEPOCTNOVDECUnits
201320122011201020092008Polaris N.A. retail sales improved to +12% in
Q3; YTD now +10% N.A. Powersports industry retail sales accelerated in
Q3, up low double digits Polaris Q3 N.A. dealer inventory up 16% vs.
2012, new segments; higher snow shipments Q3 ORV Dealer Inventory up
high-teens % vs. 2012 driven by both ATV and SxS New market segments and
model year 2014 shipments driving inventory growth Motorcycle dealer
inventory up single digits vs. 2012; down sequentially from Q2 ’13 New
dealers, initial shipments of Indian motorcycles Continuing to optimize
RFM business model execution *Reflects the percentage change of select
components for total N.A. dealer inventory from Q3’12 to Q3’13. Does not
reflect year-over-year dealer inventory percentage change by product
line. 9 +16% +6% +5% +1% +2% +2% Sept
2012EndingInventoryExistingORVModelsNewORVSegmentsNewMotorcycleSegments
&RFMSnowmobilesNewDistributionSept 2013EndingInventory
Victory® Cross
Country 8-Ball Cross Roads 8-Ball MY’14 Victory Factory Custom Paint
Program Indian® Chief® Classic Chief® Vintage Chieftain® RANGER® CREW
900 570 EFI CREW 570 EFI RZR® XP 1000 XP 4 1000 (Oct. ’13) 800 XC
Sportsman® 570 EFI ` Touring 570 EFI 850 LE’s Model Year 2014 New
Product Introductions Model Year 2014 New Product Introductions Q3-2013
Largest Launch in Polaris History Largest New Product Launch in Polaris
History MY’14 MOTORCYCLES MY’14 OFF-ROAD VEHICLES 10
SxS SxS ATV ATV FY
2012FY 2013GuidanceSxS SxS ATV ATV Q3 2012Q3 2013Industry Polaris Best
in Powersports Plus Best in Powersports Plus Q3-2013 N.A. ORV Retail
Sales Q3 2013 Polaris ORV Sales ($ in millions) ORV on the Gas with
Product News ORV on the Gas with Product News Polaris retail up in Q3 Q3
2013 retail sales for ORV were up low-teens % Both side-by-sides and
ATVs experience double digit retail sales growth Market share remains
strong in ORVs Model Year ’14 products well-received & shipping RZR XP
1000 high initial retail turns <10 days RZR XP 4 1000 just announced –
shipping mid-Q4 More MY 14.5 ORV news coming Off-Road Vehicles Up 11% -
12% +23% $702.0 +22% $2,226 $573.0 Up low-double digits% Up low- teens %
Q3 2013 HARDEST WORKING SMOOTHEST RIDING WORKINGSMOOTHEST RIDINGRAZOR
SHARP PERFORMANCE RAZOR RANGER® CREW® 900 RZR® XP 1000 11 Sportsman® 570
EFI
12 Q3-2013 Growth
Through Adjacencies Growth Through Adjacencies Polaris Defense Exciting
Opportunities for Future Exciting Opportunities for Future Growth
Polaris Commercial Revenue up double digits % in Q3’13 Expect slower
retail ramp due to customer purchase process Investing in additional
marketing and staffing to drive awareness and conversion Product
attributes winning customers Strong Q3 revenue growth International
sales continue to improve after 1H’13 Awarded several contracts Special
Operations LTATV (est. $29M / 5 yrs) Special Operations ATV (est. $9M /
5 yrs) Small German Army contract for MV850 MV850 FY 2012ActualFY
2013ExpectationsSales FY 2012ActualFY 2013ExpectationsSales
Q3 2012Q3 2013FY
2012FY 201313 Q3-2013 Expect retail and share growth again for
season-ending March 2014, currently #2 Share down STD – peak retail
selling season forthcoming Dealer inventory up 12% due to earlier MY’14
shipment timing MY’14 800 Switchback Pro-R 800 won Crossover Snowmobile
of the Year by SLEDHEAD High excitement for new products from consumers
– waiting for snow Best in Powersports Plus Best in Powersports Plus STD
2013 N.A. Snowmobile Retail Sales Polaris Sales (in millions) Inventory
Good Shape, Heading into Key Retail Selling Season Inventory in Good
Shape, Heading into Key Retail Selling Season Snowmobiles Up low-single
digits % +25% $143.6 +1% $283.0 $114.9 Guidance IndustryPolarisUp
mid-teens % Down Mid- Single Digits % UPDATE
Best in Powersports
Plus Best in Powersports Plus Q3-2013 Q3 2013 N.A. Motorcycle Industry
1400cc+ Polaris Motorcycle Sales (in millions) Q3 2013 Two Exciting
American Motorcycle Brands Polaris Q3 and YTD sales down modestly Dealer
inventory up single digits – dealer adds, Indian Victory Q3 N.A. retail
up over 30%; share up in Q3 Indian motorcycle re-launched in Sturgis –
huge success Shipments began late Q3, presold and display orders Indian
dealer sign-up accelerating Motorcycles FY 2012FY 2013GuidanceUp 15% -
20% +46% $195.8 Q3 2012Q3 2013$52.4 -6% $49.4 Up about 20% Up over 30%
14 Industry Polaris Indian Motorcycle Launch in Sturgis, SD – August 3,
2013
Growth Through
Adjacencies Growth Through Adjacencies Q3-2013 Polaris Small Vehicles
Sales (in millions) Q3 2013 Building a Successful Small Vehicle Business
Building a Successful Small Vehicle Business Aixam Mega integration on
track Gained share in Q3 Goupil increased revenue in Q3 GEM sales down
due to timing of shipments Retail sales up over 50% New GEM eM 1400
announced – shipments expected late-Q4’13 / early-Q1’14 Small Vehicles
FY 2012FY 2013GuidanceUp over 150% +268% $44.4 Q3 2012Q3 2013$11.0 188%
$31.7* * Includes Aixam Mega 15 $4+ Billion Market Opportunity (Enclosed
Quadricycle) New MY’14 GEM® eMTM1400 Worldwide Small Vehicle Market
ORV 67% FY 2012FY
2013GuidanceBest in Powersports Plus Best in Powersports Plus Q3-2013
Polaris PG&A Sales ($ in millions) Q3 2013 PG&A Growth Accelerating PG&A
Growth Accelerating Record Q3 sales; up 37% ORV sales up 28% Motorcycles
up 56% - includes Klim in 2013 Snow up 70% - includes Klim in 2013 Klim
Q3 sales up on proforma basis All categories and regions increased sales
>20% vs. Q3 New distribution center open in Wilmington, Ohio Introduced
over 300 new MY14 accessories plus an expanded apparel line-up Entering
Inverter Generator category with Polaris Power Q4 ’13 48% Parts 40%
Apparel 12% Q3 2012Q3 2013+37% $176.0 +13% $460.8 $128.6 Up about 30%
Accessories Q3 2013 Sales by Category Q3 2013 Sales by Product Line
MY’14 PG&A Products Motorcycles 7% Small Vehicles 4% Snow 16% Other 6%
PG&A 16 Polaris POWERTM Portable Inverter Generator RZR XP 1000 with
LOCK&RIDE® Accessories
International Q3
Results International Q3 Results Q3-2013 2013 Objectives Gaining Share
in Challenging Economic Environment Gaining Share in Challenging
Economic Environment ORV 43% Small Vehicles 19% PG&A 17% Q3 2012Q3
2013FY 2012FY 2013GuidanceUp about 25%* +38% 139.4* +9% $460.6 $100.9
Europe 70% Latin America 7% Asia 4% Aus / NZ 10% ME / Africa 9% *
Includes Aixam Mega Polaris International Sales (in millions)
International Q3 2013 Sales Growth EMEA +52%* ASIA PACIFIC -6% Status
Update LATIN AMERICA +23% Snow 16% EMEA sales increase driven by market
share gains in ORV – #1 share and growing; Aixam acquisition PG&A up 44%
in Q3 Broke ground for Poland plant Australian market remains weak Q3
2013 Sales by Geography & Product International Sales Motorcycles 5% 17
Operational
Excellence Operational Excellence Gross margins increased 90 bps in Q3
2013 Net income* margin solid 10.6% LEAN initiatives driving
productivity gains; +6% in Q3 Factory inventory up 12% vs. Q3 2012 due
to product mix and acquisitions Q3-2013 +90 bps 28.8% 29.5% +90 bps
30.4% Q3 2012Q3 2013FY 2012FY 2013GuidanceQ3 2012 Gross Margin Operating
Expense Financial Services Income Taxes Other Income/ExpenseQ3 201310.7%
+0.9% -0.6% +0.1% -0.2% -0.3% 10.6% LEAN Operations = Expanding Margins
LEAN Operations = Expanding Margins Net Income* as a Percent of Sales
Gross Margins Increase Up to +70 bps Q3 2013 Margins 18 * from
continuing operations
Mike Malone V.P Finance & CFO Third Quarter 2013 Earnings Results October 22, 2013 POLARIS INDUSTRIES INC.
Continued Strong
Financial Performance Continued Strong Financial Performance 2013 Full
Year Guidance 2013 Full Year Guidance METRIC GUIDANCE Product Line Sales
Off-Road Vehicles Up 11% to 12% Motorcycles Up 15% to 20% Small Vehicles
Up over 150% Snowmobiles Up low single digits % PG&A Up about 30%
International Up about 25%, incl. Aixam Total Company Sales Up 15% to
16% Gross Margins Expand up to 70 bps Operating Expenses Up slightly as
a percent of sales Income from Financial Services Increase faster than
sales growth Income Taxes 33.25% to 33.5% of pretax income Net Income
from continuing operations Up 20% to 22% EPS, Diluted from continuing
operations $5.30 - $5.37 (+20% to 22%) Share Count Approximately flat
Change in Guidance Increased/ favorable Decreased/ unfavorable Unchanged
Narrowed 20 Q3-2013
2013 Gross Margin
Guidance 2013 Gross Margin Guidance METRIC Actual Q3 2012 Actual Q3 2013
2013 Full Year Guidance Prior Period 28.3% 29.5% 28.8% Production volume
adjustments Product cost reduction efforts Commodity costs Currency
rates Higher selling prices Product mix Mfg. realignment projects, net
Warranty costs Tooling amortization Sales promotional costs Contract
Dispute Charge N/A Current period 29.5% 30.4% Up to 29.5% Change +120
bps +90 bps Up to +70 bps Improvement to gross profit margin %
Impairment to gross profit margin % Neutral to gross profit margin % 21
Q3-2013
Balance Sheet &
Liquidity Profile Remains Healthy Balance Sheet & Liquidity Profile
Remains Healthy and Balance Sheet and Liquidity Profile $ In millions
(except per share and rate data) YTD 2013 Fav / (UnFav) YTD 2012 2013
Full Year Guidance Cash $387.8 ($25.1) Decrease due to acquisition Debt
$107.2 $0.1 Unchanged Credit Facility $350.0 Flat Unchanged Factory
Inventory $460.6 ($50.6) Increase similar % with sales Capital
Expenditures $192.4 ($126.6) About $240 million Depreciation &
Amortization $64.4 ($12.9) Increase about 20% from 2012 Operating cash
flow from continuing operations $381.8 $127.3 Increase about 20% from
2012 Dividend $1.26 per share $0.15 per share Increase over 2012 by 14%
Polaris Acceptance Receivables $851.8 ($135.3) Increased Retail Credit –
Approval Rate – Penetration Rate 58% 34% -2% flat Stable 22 Q3-2013
Scott Wine Chairman & CEO Third Quarter 2013 Earnings Results October 22, 2013 POLARIS INDUSTRIES INC.
Expect Another
Record Performance in 2014 Expect Another Record Performance in 2014
Initial Thoughts 2014 Initial Thoughts US & European economies begin
showing signs of stabilizing Powersports markets will benefit modestly
Political climate will remain unpredictable Competitive pressure ongoing
– Polaris’ game plan winning most battles Ongoing investments for future
growth….. Eicher JV, Military, Latin America, capacity expansion Polaris
outperformance continues: N.A. Retail expected to grow –market share
gains continue EMEA repeats market share gains; headwinds subside
slightly Victory share gains ongoing; Indian motorcycles gaining
foothold Poland begins production 2H 2014 Another year of
Industry-leading product launches: Motorcycles, Slingshot, RANGER’s,
RZR’s, Sportsman’s LEAN initiatives ongoing aimed at cost, quality and
inventory reductions Currencies remain unpredictable; commodities stable
Validity of Strategy proven – execution key to success in 2014 24 Q3-2013
Thank you Questions?
+?VH/B/)#/<)VD%K+/IT)]<+;R?C6;E.77^OE_F?8X/
MA_A/+.58?!4E?:4H\[?I/$2@I?\`<.A)=F97P$_X*8?\%%-/\;>(-:N?^"H_
M]GP>%+2XO/\`BK=4FU*#71%NVP65M-;,+AY6"JJMY1P^XE0"1]H^"/\`@JG^
MV5^SK\&Y/B1^TQ\;6F\2?9YM4U3PQXD\-6T(ADFDW1V<6GW$6F7AB0ND7G6=
MS?Q@?O-NT$#Y:_9Q^"WBOP_>0_!5?C5\//&W@NQ>V\<>)_\`A6GAZYO[&QU/
MS+B.PL;K5=/TVZN-J`RW!CEMY[2,Q1HX(:MG]M-M#\.?L A]Z_ RL2,)+<.%Z?7_&GDZBEVZ7.HW<)VC"PW+D'Z\TUE$W]K\`_M&/\I_7K]NL
M^GVJ/_OX/\:/MMI_S\Q_]_!_C7\A`75O[/+_`&J?9G_6&Z?=C/7&>M2+]O>X
MC6'4[N4X.5EN7`^O6C^QY_S?A_P0_M&/;\3^O/[;:?\`/S'_`-_!_C1]MM/^
M?F/_`+^#_&OY"\:@LLJRZG>1D?PQW+D=/K2E-46T1FNYU7(^=;I\_7K3_L>?
M\WX?\$7]I1_E_$_KS^VVG_/S'_W\'^-'VVT_Y^8_^_@_QK^0]$U%KG$5_=2?
M+SYERXQ].::1?A9`VIW:G)RJ7+X_G1_8T_YOP_X(O[3C_+^)_7E]MM/^?F/_
M`+^#_&C[;:?\_,?_`'\'^-?Q^ZOJ=\,627\X*_ZQDNG_`"ZU0^TWW_03NO\`
MP*?_`!K&>6N,K*7X&T<:I*_*?V(_;;3_`)^8_P#OX/\`&C[;:?\`/S'_`-_!
M_C7\=XN-0[ZA=?\`@4_^-*+G4!R-0NO_``*?_&I_LZ7\WX#^N+L?V'_;;3_G
MYC_[^#_&C[;:?\_,?_?P?XU_'D+G4L_\A&Z_\"7_`,:7[3J7;4+G_P`"7_QH
M_LZ7\WX"^NKL?V&?;;3_`)^8_P#OX/\`&C[;:?\`/S'_`-_!_C7\>GVG4\\W
M]U_X$O\`XT?:M3_Z"5U_X$O_`(T_[-E_-^`?78]C^PO[;:?\_,?_`'\'^-'V
MVT_Y^8_^_@_QK^/47&ID?\A*Z_\``I_\:43ZGGG4KK_P)?\`QI_V;+^;\!?7
MH]OQ/["?MMI_S\Q_]_!_C1]MM/\`GYC_`._@_P`:_CX\[4R/^0E<_P#@2_\`
MC0)=3[ZE<_\`@2_^-']F2_F_`/KR[']@_P!MM/\`GYC_`._@_P`:/MMI_P`_
M,?\`W\'^-?Q]>;J7;4KG_P`"7_QI1+J9X_M.Y_\``E_\:?\`9QD<`%Y(8/+$KL23,9<84*![3^U]X]\,_'_]I;P[^R#J6I1GP7X.
MELO%WQ.+WP;X922?1WT_P_/+#XGU=H5:YNH"BD316\+I"K#[I:8]'%?3X?Q'S"
MCXI8/@3AG$T7@,'0C+%5ZK5224%>48UI5K3J27+SR?/RSG-[0?+SRP--Y=+&
M5T^>3]U+3?JU;1=NYXG\`?V/Q%\`O%6B?#_P",/_!2C]GC
MPMK^H0FZU'3/$WB^33WM+,Y6.9%G19)][JZ@"-5^0DMVK]4O^"+?[%6@_P#!
M+O\`X)_WGC+XEZ#)/\1/$NGOXE\=:7I2)
L_9+E
M?IK_`.!]?_M^7\R_:OF7KI_X!T_^TYB"UMY(]2E6Q40?NEWK>9)/N.