10-Q 1 pii-03312019x10xq.htm 10-Q Document

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
(Mark one)
 
 
x
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2019
OR
 
 
 
¨ 
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-11411
 
POLARIS INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
 
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)
 
(763) 542-0500
(Registrant’s telephone number, including area code)
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
x
Accelerated filer
¨
Non-accelerated filer
¨
Smaller reporting company
¨
 
 
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  ¨    No   x
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of April 17, 2019, 61,070,643 shares of Common Stock, $.01 par value, of the registrant were outstanding. 
 

1


 
  POLARIS INDUSTRIES INC.
FORM 10-Q
For Quarterly Period Ended March 31, 2019
 
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2


Part I FINANCIAL INFORMATION
Item 1 – FINANCIAL STATEMENTS
POLARIS INDUSTRIES INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
 
March 31, 2019
 
December 31, 2018
 
(Unaudited)
 
 
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
151,439

 
$
161,164

Trade receivables, net
206,812

 
197,082

Inventories, net
1,148,637

 
969,511

Prepaid expenses and other
106,512

 
121,472

Income taxes receivable
25,550

 
36,474

Total current assets
1,638,950

 
1,485,703

Property and equipment, net
868,128

 
843,122

Investment in finance affiliate
99,501

 
92,059

Deferred tax assets
88,489

 
87,474

Goodwill and other intangible assets, net
1,506,414

 
1,517,594

Operating lease assets
112,286

 

Other long-term assets
94,949

 
98,963

Total assets
$
4,408,717

 
$
4,124,915

Liabilities and Shareholders’ Equity
 
 
 
Current liabilities:
 
 
 
Current portion of debt, finance lease obligations and notes payable
$
66,512

 
$
66,543

Accounts payable
436,938

 
346,294

Accrued expenses:
 
 
 
Compensation
92,107

 
167,857

Warranties
116,217

 
121,824

Sales promotions and incentives
181,881

 
167,621

Dealer holdback
112,705

 
125,003

Other
201,790

 
197,687

Current operating lease liabilities
34,814

 

Income taxes payable
5,144

 
4,545

Total current liabilities
1,248,108

 
1,197,374

Long-term income taxes payable
29,379

 
28,602

Finance lease obligations
15,926

 
16,140

Long-term debt
2,018,844

 
1,879,887

Deferred tax liabilities
5,847

 
6,490

Long-term operating lease liabilities
79,736

 

Other long-term liabilities
122,654

 
122,570

Total liabilities
$
3,520,494

 
$
3,251,063

Deferred compensation
$
8,724

 
$
6,837

Shareholders’ equity:
 
 
 
Preferred stock $0.01 par value, 20,000 shares authorized, no shares issued and outstanding

 

Common stock $0.01 par value, 160,000 shares authorized, 61,051 and 60,890 shares issued and outstanding, respectively
$
611

 
$
609

Additional paid-in capital
820,788

 
807,986

Retained earnings
127,513

 
121,114

Accumulated other comprehensive loss, net
(69,710
)
 
(62,973
)
Total shareholders’ equity
879,202

 
866,736

Noncontrolling interest
297

 
279

Total equity
879,499

 
867,015

Total liabilities and equity
$
4,408,717

 
$
4,124,915

The accompanying footnotes are an integral part of these consolidated statements.

3


POLARIS INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
 
 
Three months ended March 31,
 
 
2019
 
2018
Sales
 
$
1,495,690

 
$
1,297,473

Cost of sales
 
1,143,242

 
973,992

Gross profit
 
352,448

 
323,481

Operating expenses:
 
 
 
 
Selling and marketing
 
129,259

 
117,707

Research and development
 
67,120

 
65,230

General and administrative
 
92,938

 
78,693

Total operating expenses
 
289,317

 
261,630

Income from financial services
 
18,805

 
21,425

Operating income
 
81,936

 
83,276

Non-operating expense:
 
 
 
 
Interest expense
 
20,419

 
8,048

Equity in loss of other affiliates
 
606

 
21,511

Other income, net
 
(3,501
)
 
(19,975
)
Income before income taxes
 
64,412

 
73,692

Provision for income taxes
 
16,016

 
17,978

Net income
 
48,396

 
55,714

Net income attributable to noncontrolling interest
 
(18
)
 

Net income attributable to Polaris Industries Inc.
 
$
48,378

 
$
55,714

Net income per share attributable to Polaris Industries Inc. common shareholders:
 
 
 
 
Basic
 
$
0.79

 
$
0.88

Diluted
 
$
0.78

 
$
0.85

Weighted average shares outstanding:
 
 
 
 
Basic
 
61,284

 
63,303

Diluted
 
62,027

 
65,219


The accompanying footnotes are an integral part of these consolidated statements.

4


POLARIS INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
 
 
 
Three months ended March 31,
 
 
2019
 
2018
Net income
 
$
48,396

 
$
55,714

Other comprehensive income, net of tax:
 
 
 
 
Foreign currency translation adjustments
 
(3,662
)
 
10,978

Unrealized gain (loss) on derivative instruments
 
(2,469
)
 
4,529

Retirement plan and other activity
 
(606
)
 
85

Comprehensive income
 
41,659

 
71,306

Comprehensive income attributable to noncontrolling interest
 
(18
)
 

Comprehensive income attributable to Polaris Industries Inc.
 
$
41,641

 
$
71,306

The accompanying footnotes are an integral part of these consolidated statements.

5


POLARIS INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF EQUITY
(In thousands, except per share data)
(Unaudited)
 
 
Number
of Shares
 
Common
Stock
 
Additional
Paid-
In Capital
 
Retained
Earnings
 
Accumulated Other
Comprehensive
Income (loss)
 
Non Controlling Interest
 
Total Equity
Balance, December 31, 2018
60,890

 
$
609

 
$
807,986

 
$
121,114

 
$
(62,973
)
 
$
279

 
$
867,015

Employee stock compensation
214

 
2

 
12,089

 

 

 

 
12,091

Deferred compensation

 

 
(1,541
)
 
(346
)
 

 

 
(1,887
)
Proceeds from stock issuances under employee plans
18

 

 
3,207

 

 

 

 
3,207

Cash dividends declared

 

 

 
(37,144
)
 

 

 
(37,144
)
Repurchase and retirement of common shares
(71
)
 

 
(953
)
 
(5,157
)
 

 

 
(6,110
)
Cumulative effect of adoption of accounting standards (ASU 2018-02)


 

 

 
668

 
(668
)
 

 

Net income

 

 

 
48,378

 

 
18

 
48,396

Other comprehensive loss

 

 

 

 
(6,069
)
 

 
(6,069
)
Balance, March 31, 2019
61,051

 
611

 
820,788

 
127,513

 
(69,710
)
 
297

 
879,499

 
 
Number
of Shares
 
Common
Stock
 
Additional
Paid-
In Capital
 
Retained
Earnings
 
Accumulated Other
Comprehensive
Income (loss)
 
Non Controlling Interest
 
Total Equity
Balance, December 31, 2017
63,075

 
$
631

 
$
733,894

 
$
242,763

 
$
(45,629
)
 
$

 
$
931,659

Employee stock compensation
(5
)
 

 
12,032

 

 

 

 
12,032

Deferred compensation

 

 
(392
)
 
812

 

 

 
420

Proceeds from stock issuances under employee plans
161

 
2

 
11,903

 

 

 

 
11,905

Cash dividends declared

 

 

 
(37,796
)
 

 

 
(37,796
)
Repurchase and retirement of common shares
(133
)
 
(2
)
 
(1,549
)
 
(13,436
)
 

 

 
(14,987
)
Cumulative effect of adoption of accounting standards (ASU 2016-16)


 

 

 
(1,077
)
 

 

 
(1,077
)
Net income

 

 

 
55,714

 

 

 
55,714

Other comprehensive loss

 

 

 

 
15,592

 

 
15,592

Balance, March 31, 2018
63,098

 
631

 
755,888

 
246,980

 
(30,037
)
 

 
973,462


The accompanying footnotes are an integral part of these consolidated statements.


6


POLARIS INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
Three months ended March 31,
 
2019
 
2018
Operating Activities:
 
 
 
Net income
$
48,396


$
55,714

Adjustments to reconcile net income to net cash used for operating activities:



Depreciation and amortization
54,415


52,720

Noncash compensation
12,091


12,032

Noncash income from financial services
(7,655
)

(7,003
)
Deferred income taxes
(1,329
)

113

Impairment charges


18,733

Other, net
606


(10,700
)
Changes in operating assets and liabilities:



Trade receivables
(11,184
)

15,587

Inventories
(180,021
)

(135,850
)
Accounts payable
91,182


48,138

Accrued expenses
(75,662
)

(75,722
)
Income taxes payable/receivable
12,324


14,747

Prepaid expenses and others, net
18,620


8,302

Net cash used for operating activities
(38,217
)

(3,189
)
Investing Activities:



Purchase of property and equipment
(70,254
)

(55,558
)
Investment in finance affiliate, net
213


256

Investment in other affiliates, net


11,183

Net cash used for investing activities
(70,041
)

(44,119
)
Financing Activities:



Borrowings under debt arrangements / finance lease obligations
1,010,220


694,401

Repayments under debt arrangements / finance lease obligations
(870,568
)

(578,342
)
Repurchase and retirement of common shares
(6,110
)

(14,987
)
Cash dividends to shareholders
(37,144
)

(37,796
)
Proceeds from stock issuances under employee plans
3,207


11,905

Net cash provided by financing activities
99,605


75,181

Impact of currency exchange rates on cash balances
(993
)

1,856

Net increase (decrease) in cash, cash equivalents and restricted cash
(9,646
)

29,729

Cash, cash equivalents and restricted cash at beginning of period
193,126


161,618

Cash, cash equivalents and restricted cash at end of period
$
183,480


$
191,347

 
 
 
 
Supplemental Cash Flow Information:
 
 
 
Interest paid on debt borrowings
$
22,951


$
7,626

Income taxes paid
$
2,938


$
1,807

 



The following presents the classification of cash, cash equivalents and restricted cash within the consolidated balance sheets:



Cash and cash equivalents
$
151,439


$
166,357

Other long-term assets
32,041


24,990

Total
$
183,480


$
191,347

The accompanying footnotes are an integral part of these consolidated statements.

7


POLARIS INDUSTRIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Significant Accounting Policies
Basis of presentation. The accompanying unaudited consolidated financial statements of Polaris Industries Inc. (“Polaris” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements and, therefore, do not include all information and disclosures of results of operations, financial position and changes in cash flow in conformity with accounting principles generally accepted in the United States for complete financial statements. Accordingly, such statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 previously filed with the Securities and Exchange Commission (“SEC”). In the opinion of management, such statements reflect all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the financial position, results of operations, equity, and cash flows for the periods presented. Due to the seasonality trends for certain products and to certain changes in production and shipping cycles, results of such periods are not necessarily indicative of the results to be expected for the complete year.
Reclassifications. Certain reclassifications of previously reported balance sheet amounts have been made to conform to the current year presentation. The reclassifications had no impact on the consolidated statements of income, cash flows, or total assets, total liabilities, or total equity in the consolidated balance sheets, as previously reported.
Fair value measurements. Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation as of the measurement date:
Level  1 — Quoted prices in active markets for identical assets or liabilities.
Level  2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
In making fair value measurements, observable market data must be used when available. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. The Company utilizes the market approach to measure fair value for its non-qualified deferred compensation assets and liabilities, and the income approach for foreign currency contracts, interest rate contracts, and commodity contracts. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities, and for the income approach, the Company uses significant other observable inputs to value its derivative instruments used to hedge foreign currency, interest rate, and commodity transactions.

8


Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands):
 
Fair Value Measurements as of March 31, 2019
Asset (Liability)
Total
 
Level 1
 
Level 2
 
Level 3
Non-qualified deferred compensation assets
$
48,330

 
$
48,330

 
$

 
$

Foreign exchange contracts, net
1,976

 

 
1,976

 

Total assets at fair value
$
50,306

 
$
48,330

 
$
1,976

 
$

Non-qualified deferred compensation liabilities
$
(48,330
)
 
$
(48,330
)
 
$

 
$

Interest rate contracts, net
(4,743
)
 

 
(4,743
)
 

Total liabilities at fair value
$
(53,073
)
 
$
(48,330
)
 
$
(4,743
)
 
$

 
 
 
 
 
 
 
 
 
Fair Value Measurements as of December 31, 2018
Asset (Liability)
Total
 
Level 1
 
Level 2
 
Level 3
Non-qualified deferred compensation assets
$
48,545

 
$
48,545

 
$

 
$

Foreign exchange contracts, net
3,128

 

 
3,128

 

Total assets at fair value
$
51,673

 
$
48,545

 
$
3,128

 
$

Non-qualified deferred compensation liabilities
$
(48,545
)
 
$
(48,545
)
 
$

 
$

Interest rate contracts, net
(2,665
)
 

 
(2,665
)
 

Total liabilities at fair value
$
(51,210
)
 
$
(48,545
)
 
$
(2,665
)
 
$

 

 

 

 

Fair value of other financial instruments. The carrying values of the Company’s short-term financial instruments, including cash and cash equivalents, trade receivables and short-term debt, including current maturities of long-term debt, finance lease obligations and notes payable, approximate their fair values. At March 31, 2019 and December 31, 2018, the fair value of the Company’s long-term debt, finance lease obligations and notes payable was approximately $2,164,529,000 and $2,013,684,000, respectively, and was determined primarily using Level 2 inputs, including quoted market prices or discounted cash flows based on quoted market rates for similar types of debt. The carrying value of long-term debt, finance lease obligations and notes payable including current maturities was $2,101,282,000 and $1,962,570,000 as of March 31, 2019 and December 31, 2018, respectively.
Inventories. Inventory costs include material, labor and manufacturing overhead costs, including depreciation expense associated with the manufacture and distribution of the Company’s products. Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value. The major components of inventories are as follows (in thousands):
 
March 31, 2019
 
December 31, 2018
Raw materials and purchased components
$
280,249

 
$
233,258

Service parts, garments and accessories
355,042

 
342,593

Finished goods
565,601

 
442,003

Less: reserves
(52,255
)
 
(48,343
)
Inventories
$
1,148,637

 
$
969,511

Product warranties. Polaris provides a limited warranty for its vehicles and boats for a period of six months to ten years, depending on the product. Polaris provides longer warranties in certain geographical markets as determined by local regulations and market conditions and may also provide longer warranties related to certain promotional programs. Polaris’ standard warranties require the Company or its dealers to repair or replace defective products during such warranty periods at no cost to the consumer. The warranty reserve is established at the time of sale to the dealer or distributor based on management’s best estimate using historical rates and trends. The Company records these amounts as a liability in the consolidated balance sheet until they are ultimately paid. Adjustments to the warranty reserve are made from time to time based on actual claims experience in order to properly estimate the amounts necessary to settle future and existing claims on products sold as of the balance sheet date. Factors that could have an impact on the warranty reserve in any given period include the following: change in manufacturing quality, shifts in product mix, changes in warranty coverage periods, snowfall and its impact on snowmobile usage, product recalls and any significant changes in sales volume.

9


The activity in the warranty reserve during the periods presented was as follows (in thousands):
 
Three months ended March 31,
 
2019
 
2018
Balance at beginning of period
$
121,824

 
$
123,840

Additions charged to expense
26,019

 
16,031

Warranty claims paid, net
(31,626
)
 
(23,585
)
Balance at end of period
$
116,217

 
$
116,286


New accounting pronouncements.
Leases. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) and in July 2018, ASU No. 2018-10, Codification Improvements to Topic 842, Leases, and ASU 2018-11, Leases (Topic 842) - Targeted Improvements (collectively, “the new lease standard” or “ASC 842”). The new standard requires lessees to record assets and liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with the classification affecting the pattern of expense recognition in the income statement. The Company adopted the standard as of January 1, 2019 using the alternative transition method provided under ASC 842, which allowed the Company to initially apply the new lease standard at the adoption date. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical lease classification. The Company did not elect the hindsight practical expedient permitted under the transition guidance within the new lease standard.
The Company made an accounting policy election to not record leases with an initial term of 12 months or less on the balance sheet. The Company also elected the practical expedient to not separate non-lease components from the lease components to which they relate, and instead account for each separate lease and non-lease component associated with that lease component as a single lease component for all underlying asset classes. Accordingly, all costs associated with a lease contract are accounted for as lease cost.
The new standard resulted in the recognition of additional net lease assets and lease liabilities of approximately $115,681,000 as of January 1, 2019. The adoption of ASC 842 did not have a material impact on the Company’s consolidated results of operations, equity or cash flows as of the adoption date. Under the alternative method of adoption, comparative information was not restated, but will continue to be reported under the standards in effect for those periods. See Note 10 for further information regarding the Company’s leases.
Derivatives and hedging. Effective January 1, 2019, the Company adopted ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The adoption of this ASU did not have a material impact on the Company’s consolidated financial position, results of operations, equity or cash flows.
Non-employee share-based payments. Effective January 1, 2019, the Company adopted ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Non-employee Share-based Payment Accounting. The adoption of this ASU did not have a material impact on the Company’s consolidated financial position, results of operations, equity or cash flows.
Intangibles-Goodwill and Other. Effective January 1, 2019, the Company early adopted ASU 2017-04, Intangibles-Goodwill and Other (Topic 350). The new standard simplifies the subsequent measurement of goodwill by eliminating the second step of the goodwill impairment test.
Stranded Tax Effects. Effective January 1, 2019 the Company adopted ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the reduction of the U.S. federal statutory income tax rate to 21% from 35% due to the enactment of the Tax Cuts and Jobs Act of 2017 (the "Tax Act"). As a result of the adoption of ASU 2018-02, the Company recorded a $668,000 reclassification to decrease Accumulated Other Comprehensive Income and increase Retained Earnings.
Financial instruments. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and in November 2018 issued a subsequent amendment, ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses. ASU 2016-13 significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. ASU 2016-13 will replace today’s “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. ASU 2018-19 will affect loans, debt securities, trade receivables, net investments in

10


leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope of this amendment that have the contractual right to receive cash. ASU 2016-13 is effective for fiscal years and interim periods beginning after December 15, 2019, and is effective for the Company’s fiscal year beginning January 1, 2020. The adoption of the ASU is not expected to have a material impact on the Company’s consolidated financial position, results of operations, equity or cash flows.
There are no other new accounting pronouncements that are expected to have a significant impact on the Company’s consolidated financial statements.

Note 2. Revenue Recognition
The following tables disaggregate the Company’s revenue by major product type and geography (in thousands):
 
Three months ended March 31, 2019
 
ORV / Snowmobiles
 
Motorcycles
 
Global Adj. Markets
 
Aftermarket
 
Boats
 
Consolidated
Revenue by product type
 
 
 
 
 
 
 
 
 
 
 
Wholegoods
$
700,862

 
$
102,349

 
$
84,669

 

 
$
184,810

 
$
1,072,690

PG&A
166,585

 
15,593

 
20,287

 
$
220,535

 

 
423,000

Total revenue
$
867,447

 
$
117,942

 
$
104,956

 
$
220,535

 
$
184,810

 
$
1,495,690

 
 
 
 
 
 
 
 
 
 
 
 
Revenue by geography
 
 
 
 
 
 
 
 
 
 
 
United States
$
708,870

 
$
67,897

 
$
51,683

 
$
211,616

 
$
180,860

 
$
1,220,926

Canada
51,631

 
6,021

 
1,053

 
8,919

 
3,950

 
71,574

EMEA
78,726

 
30,716

 
51,403

 

 

 
160,845

APLA
28,220

 
13,308

 
817

 

 

 
42,345

Total revenue
$
867,447

 
$
117,942

 
$
104,956

 
$
220,535

 
$
184,810

 
$
1,495,690

 
Three months ended March 31, 2018
 
ORV / Snowmobiles
 
Motorcycles
 
Global Adj. Markets
 
Aftermarket
 
Boats
 
Consolidated
Revenue by product type
 
 
 
 
 
 
 
 
 
 
 
Wholegoods
$
683,504

 
$
114,108

 
$
92,012

 

 
$

 
$
889,624

PG&A
149,060

 
17,449

 
21,315

 
$
220,025

 

 
407,849

Total revenue
$
832,564

 
$
131,557

 
$
113,327

 
$
220,025

 
$

 
$
1,297,473

 
 
 
 
 
 
 
 
 
 
 
 
Revenue by geography
 
 
 
 
 
 
 
 
 
 
 
United States
$
662,595

 
$
83,897

 
$
50,053

 
$
210,994

 
$

 
$
1,007,539

Canada
57,755

 
6,940

 
5,369

 
9,031

 

 
79,095

EMEA
78,929

 
26,671

 
56,921

 

 

 
162,521

APLA
33,285

 
14,049

 
984

 

 

 
48,318

Total revenue
$
832,564

 
$
131,557

 
$
113,327

 
$
220,025

 
$

 
$
1,297,473

Revenue is recognized when obligations under the terms of a contract with the Company’s customer are satisfied which generally occurs with the transfer of control of the wholegood vehicles, boats, parts, garments or accessories, and upon completion of the service or over the term of the agreement in proportion to the costs expected to be incurred in satisfying the obligations under the contract, for services. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. Sales, value add, and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. The expected costs associated with the Company’s limited warranties and field service bulletin actions continue to be recognized as expense when the products are sold. The Company recognizes revenue for vehicle service contracts that extend mechanical and maintenance beyond the Company’s limited warranties over the life of the contract. Revenue from goods and services transferred to customers at a point-in-time accounts for the majority of the Company’s revenue. Revenue from products or services transferred over time is discussed in the deferred revenue section.

11


ORV/Snowmobiles, Motorcycles and Global Adjacent Markets segments
Wholegood vehicles and parts, garments and accessories. For the majority of wholegood vehicles, parts, garments and accessories (PG&A), the Company transfers control and recognizes a sale when it ships the product from its manufacturing facility, distribution center, or vehicle holding center to its customer (primarily dealers and distributors). The amount of consideration the Company receives and revenue it recognizes varies with changes in marketing incentives and rebates it offers to its dealers and their customers. Sales returns are not material. The Company adjusts its estimate of revenue at the earlier of when the most likely amount of consideration it expects to receive changes or when the consideration becomes fixed.
Depending on the terms of the arrangement, the Company may also defer the recognition of a portion of the consideration received because it has to satisfy a future obligation (e.g., free extended service contracts). The Company uses an observable price to determine the stand-alone selling price for separate performance obligations. The Company has elected to recognize the cost for freight and shipping when control over vehicles, parts, garments or accessories has transferred to the customer as an expense in cost of sales.
Extended Service Contracts. The Company sells separately-priced service contracts that extend mechanical and maintenance coverages beyond its base limited warranty agreements to vehicle owners. The separately priced service contracts range from 12 months to 84 months. The Company primarily receives payment at the inception of the contract and recognizes revenue over the term of the agreement in proportion to the costs expected to be incurred in satisfying the obligations under the contract.
Aftermarket segment
The Company’s Aftermarket products are sold through dealer, distributor, retail, and e-commerce channels. The Company transfers control and recognizes a sale when products are shipped or delivered to its customer. The amount of consideration the Company receives and revenue it recognizes varies with changes in marketing incentives and rebates it offers to its customers and their customers. When the Company gives its customers the right to return eligible parts and accessories, it estimates the expected returns based on an analysis of historical experience. The Company adjusts its estimate of revenue at the earlier of when the most likely amount of consideration it expects to receive changes or when the consideration becomes fixed.
Service revenue. The Company offers installation services for parts that it sells. Service revenues are recognized upon completion of the service.
Depending on the terms of the arrangement, the Company may also defer the recognition of a portion of the consideration received because it has to satisfy a future obligation (e.g., extended service contracts). The Company uses an observable price to determine the stand-alone selling price for separate performance obligations. The Company has elected to recognize the cost for freight and shipping when control over parts, garments or accessories has transferred to the customer as an expense in cost of sales.
Boats segment
Boats. For the majority of boats, the Company transfers control and recognizes a sale when it ships the product from its manufacturing facility or distribution center to its customer (primarily dealers). The amount of consideration the Company receives and revenue it recognizes varies with changes in marketing incentives and rebates it offers to its dealers and their customers. Sales returns are not material. The Company adjusts its estimate of revenue at the earlier of when the most likely amount of consideration it expects to receive changes or when the consideration becomes fixed. The Company has elected to recognize the cost for freight and shipping when control over boats has transferred to the customer as an expense in cost of sales.
Deferred revenue
In 2016, Polaris began financing its self-insured risks related to extended service contracts (“ESCs”). The premiums for ESCs are primarily recognized in income in proportion to the costs expected to be incurred over the contract period. Warranty costs are recognized as incurred.

12


The Company expects to recognize approximately $27,219,000 of the unearned amount over the next 12 months and $36,281,000 thereafter. The activity in the deferred revenue reserve during the periods presented was as follows (in thousands):
 
Three months ended March 31,
 
2019
 
2018
Balance at beginning of period
$
59,915

 
$
45,760

New contracts sold
9,889

 
8,324

Less: reductions for revenue recognized
(6,304
)
 
(4,739
)
Balance at end of period (1)
$
63,500

 
$
49,345

(1) The unamortized ESC premiums (deferred revenue) recorded in other current liabilities totaled $27,219,000 and $20,510,000 at March 31, 2019 and 2018, respectively, while the amount recorded in other long-term liabilities totaled $36,281,000 and $28,835,000 at March 31, 2019 and 2018, respectively.

Note 3. Acquisitions
2019 Acquisitions.
The Company did not complete any acquisitions in the first quarter of 2019.
2018 Acquisitions.
Boat Holdings, LLC
On July 2, 2018, pursuant to the Agreement and Plan of Merger dated May 29, 2018, the Company completed the acquisition of Boat Holdings, LLC, a privately held Delaware limited liability company, headquartered in Elkhart, Indiana which manufactures boats (“Boat Holdings”).
The transaction was structured as an acquisition of 100% of the outstanding equity interests in Boat Holdings for aggregate consideration of $806,658,000, net of cash acquired, subject to customary adjustments based on, among other things, the amount of cash, debt and working capital in the business of Boat Holdings at the closing date. A portion of the aggregate consideration equal to $100,000,000 will be paid in the form of a series of deferred annual payments over 12 years following the closing date.
The Company funded the purchase price for the acquisition by amending, extending, and up-sizing the Credit Facility and with the proceeds of the issuance of 4.23% Senior Notes, Series 2018, due July 3, 2028, described in Note 5.
The consolidated statements of income for the three months ended March 31, 2019 include $184,810,000 of net sales and $36,164,000 of gross profit related to Boat Holdings.
The following table summarizes the preliminary fair values assigned to the Boat Holdings net assets acquired and the determination of net assets (in thousands):
Cash and cash equivalents
$
16,534

Trade receivables
17,528

Inventory
39,758

Other current assets
4,487

Property, plant and equipment
35,299

Customer relationships
341,080

Trademarks / trade names
210,680

Non-compete agreements
2,630

Goodwill
212,232

Accounts payable
(30,064
)
Other liabilities assumed
(26,972
)
Total fair value of net assets acquired
823,192

Less cash acquired
(16,534
)
Total consideration for acquisition, less cash acquired
$
806,658


On the acquisition date, amortizable intangible assets had a weighted-average useful life of approximately 19 years. The customer relationships were valued based on the Discounted Cash Flow Method and are amortized over 15-20 years,

13


depending on the customer class. The trademarks and trade names were valued on the Relief from Royalty Method and have indefinite remaining useful lives. Goodwill is deductible for tax purposes.
The following unaudited pro forma information represents the Company’s results of operations as if the fiscal 2018 acquisition of Boat Holdings had occurred at the beginning of fiscal 2018 (in thousands, except per share data).
 
Three months ended March 31,
 
2019
 
2018
Sales
$
1,495,690

 
$
1,462,115

Net income
49,180

 
61,890

 
 
 
 
Basic earnings per share
$
0.80

 
$
0.98

Diluted earnings per common share
$
0.79

 
$
0.95


The results for the quarter ended March 31, 2019 have been adjusted to exclude the impact of approximately $1,053,000 of transaction related costs (pre-tax) incurred by the Company that are directly attributable to the transaction.
The results for the quarter ended March 31, 2018 have been adjusted to include the pro forma impact of amortization of intangible assets and the depreciation of property, plant, and equipment, based on purchase price allocations; the pro forma impact of additional interest expense relating to the acquisition; and the pro forma tax effect of both income before taxes and the pro forma adjustments. These performance results may not be indicative of the actual results that would have occurred under the ownership and management of the Company.
The pro forma financial information has been prepared for comparative purposes only and includes certain adjustments, as noted above. The adjustments are estimates based on currently available information and actual amounts may differ materially from these estimates. They do not reflect the effect of costs or synergies that would have been expected to result from the integration of the Boat Holdings acquisition.

Note 4. Share-Based Compensation
The amount of compensation cost for share-based awards to be recognized during a period is based on the portion of the awards that are ultimately expected to vest. The Company estimates forfeitures at the time of grant and revises those estimates in subsequent periods if actual forfeitures differ from those estimates. The Company analyzes historical data to estimate pre-vesting forfeitures and records share-based compensation expense for those awards expected to vest.
Total share-based compensation expenses were comprised as follows (in thousands):
 
Three months ended March 31,
 
2019
 
2018
Option awards
$
1,312

 
$
3,057

Other share-based awards
9,618

 
5,889

Total share-based compensation before tax
10,930

 
8,946

Tax benefit
2,601

 
2,129

Total share-based compensation expense included in net income
$
8,329

 
$
6,817

In addition to the above share-based compensation expenses, Polaris sponsors a qualified non-leveraged employee stock ownership plan (ESOP). Shares allocated to eligible participants’ accounts vest at various percentage rates based on years of service and require no cash payments from the recipient.
At March 31, 2019, there was $138,467,000 of total unrecognized share-based compensation expense related to unvested share-based equity awards. Unrecognized share-based compensation expense is expected to be recognized over a weighted-average period of 1.92 years. Included in unrecognized share-based compensation expense is approximately $43,469,000 related to stock options and $94,998,000 for restricted stock.


14


Note 5. Financing Agreements
The carrying value of debt, finance lease obligations, and notes payable and the average related interest rates were as follows (in thousands):
 
Average interest rate at March 31, 2019
 
Maturity
 
March 31, 2019
 
December 31, 2018
Revolving loan facility
3.16%
 
July 2023
 
$
342,640

 
$
187,631

Term loan facility
3.75%
 
July 2023
 
1,135,000

 
1,150,000

Senior notes—fixed rate
4.60%
 
May 2021
 
75,000

 
75,000

Senior notes—fixed rate
3.13%
 
December 2020
 
100,000

 
100,000

Senior notes—fixed rate
4.23%
 
July 2028
 
350,000

 
350,000

Finance lease obligations
5.08%
 
Various through 2029
 
17,219

 
17,587

Notes payable and other
4.24%
 
Various through 2030
 
86,399

 
87,608

Debt issuance costs
 
 
 
 
(4,976
)
 
(5,256
)
Total debt, finance lease obligations, and notes payable
 
 
 
 
$
2,101,282

 
$
1,962,570

Less: current maturities
 
 
 
 
66,512

 
66,543

Total long-term debt, finance lease obligations, and notes payable
 
 
 
 
$
2,034,770

 
$
1,896,027

In July 2018, Polaris amended its unsecured revolving loan facility to increase the facility to $700,000,000 and increase its term loan facility to $1,180,000,000, of which $1,135,000,000 is outstanding as of March 31, 2019. The expiration date of the facility was extended to July 2023, and interest will continue to be charged at rates based on a LIBOR or “prime” base rate. Under the facility, the Company is required to make principal payments totaling $59,000,000 over the next 12 months, which are classified as current maturities in the consolidated balance sheets.
In December 2010, the Company entered into a Master Note Purchase Agreement to issue $25,000,000 of unsecured senior notes due May 2018 and $75,000,000 of unsecured senior notes due May 2021 (collectively, the “Senior Notes”). The Senior Notes were issued in May 2011. In December 2013, the Company entered into a First Supplement to Master Note Purchase Agreement, under which the Company issued $100,000,000 of unsecured senior notes due December 2020. In July 2018, the Company entered into a Master Note Purchase Agreement to issue $350,000,000 of unsecured senior notes due July 2028.
The unsecured revolving loan facility and the amended Master Note Purchase Agreement contain covenants that require Polaris to maintain certain financial ratios, including minimum interest coverage and maximum leverage ratios. Polaris was in compliance with all such covenants at March 31, 2019.
The debt issuance costs are recognized as a reduction in the carrying value of the related long-term debt in the consolidated balance sheets and are being amortized to interest expense in the consolidated statements of income over the expected remaining terms of the related debt.
A property lease agreement for a manufacturing facility which Polaris began occupying in Opole, Poland commenced in February 2014. The Poland property lease is accounted for as a finance lease. The outstanding balance is included in long-term debt and current portion of long-term debt in the consolidated balance sheets.
As a component of the Boat Holdings merger agreement, Polaris has committed to make a series of deferred payments to the former owners following the closing date of of the merger through July 2030. The original discounted payable was for $76,733,000, all of which is outstanding as of March 31, 2019. The outstanding balance is included in long-term debt and current portion of long-term debt in the consolidated balance sheets.
The Company has a mortgage note payable agreement for land, on which Polaris built the Huntsville, Alabama manufacturing facility in 2016. The original mortgage note payable was for $14,500,000, of which $9,666,000 is outstanding as of March 31, 2019. The outstanding balance is included in Notes payable and other. The payment of principal and interest for the note payable is forgivable if the Company satisfies certain job commitments over the term of the note. The Company has met the required commitments to date.


15


Note 6. Goodwill and Other Intangible Assets
Goodwill and other intangible assets, net of accumulated amortization, at March 31, 2019 and December 31, 2018 are as follows (in thousands):
 
March 31, 2019
 
December 31, 2018
Goodwill
$
646,453

 
$
647,077

Other intangible assets, net
859,961

 
870,517

Total goodwill and other intangible assets, net
$
1,506,414

 
$
1,517,594

Additions to goodwill and other intangible assets in 2018 relate to the acquisition of Boat Holdings in July 2018. The aggregate purchase price was allocated on a preliminary basis to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. Boat Holding’s financial results are included in the Company’s consolidated results from the date of acquisition. As of March 31, 2019, the purchase price allocation remains preliminary. The pro forma financial results and the preliminary purchase price allocation are included in Note 3. There were no material additions to goodwill and other intangible assets for the three months ended March 31, 2019.
The changes in the carrying amount of goodwill for the three months ended March 31, 2019 were as follows (in thousands):
 
Three months ended March 31, 2019
Goodwill, beginning of period
$
647,077

Goodwill adjustments related to businesses acquired
490

Currency translation effect on foreign goodwill balances
(1,114
)
Goodwill, end of period
$
646,453

The components of other intangible assets were as follows (in thousands):
 
Total estimated life (years)
 
March 31, 2019
 
December 31, 2018
Non-amortizable—indefinite lived:
 
 
 
 
 
Brand/trade names
 
 
$
442,051

 
$
442,299

Amortizable:
 
 
 
 
 
Non-compete agreements
4
 
2,630

 
2,630

Dealer/customer related
5-20
 
505,183

 
506,401

Developed technology
5-7
 
13,279

 
13,323

Total amortizable
 
 
521,092

 
522,354

Less: Accumulated amortization
 
 
(103,182
)
 
(94,136
)
Net amortized other intangible assets
 
 
417,910

 
428,218

Total other intangible assets, net
 
 
$
859,961

 
$
870,517

Amortization expense for intangible assets for the three months ended March 31, 2019 and 2018 was $10,247,000 and $6,126,000, respectively. Estimated amortization expense for the remainder of 2019 through 2024 is as follows: 2019 (remainder), $30,630,000; 2020, $35,820,000; 2021, $33,050,000; 2022, $28,070,000; 2023, $25,540,000; 2024, $25,010,000; and after 2024, $239,790,000. The preceding expected amortization expense is an estimate and actual amounts could differ due to additional intangible asset acquisitions, changes in foreign currency rates or impairment of intangible assets.

Note 7. Shareholders’ Equity
During the three months ended March 31, 2019, Polaris paid $6,110,000 to repurchase approximately 71,000 shares of its common stock. As of March 31, 2019, the Board of Directors has authorized the Company to repurchase up to an additional 3,180,000 shares of Polaris stock. The repurchase of any or all such shares authorized for repurchase will be governed by applicable SEC rules and dependent on management’s assessment of market conditions. Polaris paid a regular cash dividend of $0.61 per share on March 15, 2019 to holders of record at the close of business on March 1, 2019.

16


Cash dividends declared and paid per common share for the three months ended March 31, 2019 and 2018, were as follows: 
 
Three months ended March 31,
 
2019
 
2018
Cash dividends declared and paid per common share
$
0.61

 
$
0.60

Net income per share
Basic income per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during each period, including shares earned under the Deferred Compensation Plan for Directors (“Director Plan”) and the ESOP and deferred stock units under the 2007 Omnibus Incentive Plan (“Omnibus Plan”). Diluted income per share is computed under the treasury stock method and is calculated to compute the dilutive effect of outstanding stock options and certain shares issued under the Omnibus Plan. A reconciliation of these amounts is as follows (in thousands):
 
Three months ended March 31,
 
2019
 
2018
Weighted average number of common shares outstanding
60,961
 
63,050

Director Plan and deferred stock units
193
 
166

ESOP
130
 
87

Common shares outstanding—basic
61,284
 
63,303

Dilutive effect of Omnibus Plan
743
 
1,916

Common and potential common shares outstanding—diluted
62,027
 
65,219

During the three months ended March 31, 2019, the number of options that were not included in the computation of diluted income per share because the option exercise price was greater than the market price, and therefore, the effect would have been anti-dilutive, was 4,416,000 compared to 1,540,000 for the same period in 2018.
Accumulated other comprehensive loss
Changes in the accumulated other comprehensive loss balance are as follows (in thousands):
 
Foreign
Currency
Items
 
Cash Flow
Hedging Derivatives
 
Retirement Plan and Other Activity
 
Accumulated Other
Comprehensive Loss
Balance as of December 31, 2018
$
(60,504
)
 
$
423

 
$
(2,892
)
 
$
(62,973
)
Reclassification to the statement of income

 
(1,228
)
 
62

 
(1,166
)
Reclassification to retained earnings

 

 
(668
)
 
(668
)
Change in fair value
(3,662
)
 
(1,241
)
 

 
(4,903
)
Balance as of March 31, 2019
$
(64,166
)
 
$
(2,046
)
 
$
(3,498
)
 
$
(69,710
)
The table below provides data about the amount of gains and losses, net of tax, reclassified from accumulated other comprehensive loss into the statements of income for cash flow derivatives designated as hedging instruments for the three months ended March 31, 2019 and 2018 (in thousands): 
Derivatives in Cash Flow Hedging Relationships and Other Activity
Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income
Three months ended March 31,
2019
 
2018
Foreign currency contracts
Other expense, net
$
1,204

 
$
157

Foreign currency contracts
Cost of sales
55

 
(32
)
Interest rate contracts
Interest expense
(31
)
 

Retirement plan activity
Operating expenses
(62
)
 
(85
)
Total
 
$
1,166

 
$
40

The net amount of the existing gains or losses at March 31, 2019 that is expected to be reclassified into the statements of income within the next 12 months is not expected to be material. See Note 12 for further information regarding derivative activities.


17


Note 8. Financial Services Arrangements
Polaris Acceptance, a joint venture between Polaris and Wells Fargo Commercial Distribution Finance Corporation, a direct subsidiary of Wells Fargo Bank, N.A. (“Wells Fargo”), which is supported by a partnership agreement between their respective wholly owned subsidiaries, finances substantially all of Polaris’ United States sales of snowmobiles, ORVs, motorcycles, and related PG&A, whereby Polaris receives payment within a few days of shipment of the product.
Polaris’ subsidiary has a 50 percent equity interest in Polaris Acceptance. Polaris Acceptance sells a majority of its receivable portfolio to a securitization facility (the “Securitization Facility”) arranged by Wells Fargo. The sale of receivables from Polaris Acceptance to the Securitization Facility is accounted for in Polaris Acceptance’s financial statements as a “true-sale” under Accounting Standards Codification (“ASC”) Topic 860. Polaris’ allocable share of the income of Polaris Acceptance has been included as a component of income from financial services in the accompanying consolidated statements of income. The partnership agreement is effective through February 2022.
Polaris’ total investment in Polaris Acceptance of $99,501,000 at March 31, 2019 is accounted for under the equity method, and is recorded in investment in finance affiliate in the accompanying consolidated balance sheets. At March 31, 2019, the outstanding amount of net receivables financed for dealers under this arrangement was $1,272,244,000, which included $595,188,000 in the Polaris Acceptance portfolio and $677,056,000 of receivables within the Securitization Facility (“Securitized Receivables”).
Polaris has agreed to repurchase products repossessed by Polaris Acceptance up to an annual maximum of 15 percent of the aggregate average month-end outstanding Polaris Acceptance receivables and Securitized Receivables during the prior calendar year. For calendar year 2019, the potential 15 percent aggregate repurchase obligation is approximately $180,557,000. Polaris’ financial exposure under this arrangement is limited to the difference between the amounts unpaid by the dealer with respect to the repossessed product plus costs of repossession and the amount received on the resale of the repossessed product. No material losses have been incurred under this agreement during the periods presented.
A subsidiary of TCF Financial Corporation (“TCF”) finances a portion of Polaris’ United States sales of boats whereby Polaris receives payment within a few days of shipment of the product. Polaris has agreed to repurchase products repossessed by TCF up to a maximum of 100 percent of the aggregate outstanding TCF receivables balance. At March 31, 2019, the potential aggregate repurchase obligation was approximately $270,400,000. Polaris’ financial exposure under this arrangement is limited to the difference between the amounts unpaid by the dealer with respect to the repossessed product plus costs of repossession and the amount received on the resale of the repossessed product. No material losses have been incurred under this agreement during the periods presented.
Polaris has agreements with Performance Finance, Sheffield Financial and Synchrony Bank, under which these financial institutions provide financing to end consumers of Polaris products. Polaris’ income generated from these agreements has been included as a component of income from financial services in the accompanying consolidated statements of income.
Polaris also administers and provides extended service contracts to consumers and certain insurance contracts to dealers and consumers through various third-party suppliers. Polaris finances its self-insured risks related to extended service contracts, but does not retain any insurance or financial risk under any of the other arrangements. Polaris’ service fee income generated from these arrangements has been included as a component of income from financial services in the accompanying consolidated statements of income.

Note 9. Investment in Other Affiliates
The Company has certain investments in nonmarketable securities of strategic companies. The Company had $5,527,000 and $6,133,000 of such investments as of March 31, 2019, and December 31, 2018, respectively, and are recorded as a component of other long-term assets in the accompanying consolidated balance sheets.
During 2018, the Company had an investment in Eicher-Polaris Private Limited (EPPL), a joint venture established in 2012 with Eicher Motors Limited (“Eicher”) intended to design, develop and manufacture a full range of new vehicles for India and other emerging markets. However, during the first quarter of 2018, the Board of Directors of EPPL approved a shut down of the operations of the EPPL joint venture. As a result of the expected closure, the Company recognized $19,630,000 of costs, including impairment, associated with the wind-down of EPPL for the three months ended March 31, 2018. The investment was fully impaired as of March 31, 2019 and December 31, 2018.
Polaris will impair or write off an investment and recognize a loss if and when events or circumstances indicate there is impairment in the investment that is other-than-temporary. When necessary, Polaris evaluates investments in nonmarketable securities for impairment, utilizing Level 3 fair value inputs.

18


In October 2017, an agreement was signed to sell the assets of Brammo, Inc. to a third party. During the first quarter of 2018, Polaris received additional distributions from Brammo and recognized a gain of $13,478,000, which is included in Other income on the consolidated statements of income.

Note 10. Leases
The Company leases certain manufacturing facilities, retail stores, warehouses, distribution centers, office space, land, and equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company does not separate non-lease components from the lease components to which they relate, and instead accounts for each separate lease and non-lease component associated with that lease component as a single lease component for all underlying asset classes.
Some leases include one or more options to renew, with renewal terms that can extend the lease term from one to 20 years or more. The exercise of lease renewal options is at the Company’s sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Certain lease agreements include rental payments that are variable based on usage or are adjusted periodically for inflation. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Information on the Company’s leases is summarized as follows (in thousands):
 
Classification
 
March 31, 2019
Assets
 
 
 
Operating lease assets
Operating lease assets
 
$
112,286

Finance lease assets
Property and equipment, net (1)
 
13,689

Total leased assets

 
$
125,975

Liabilities
 
 
 
Current
 
 
 
Operating lease liabilities
Current operating lease liabilities
 
$
34,814

Finance lease liabilities
Current portion of debt, finance lease obligations and notes payable
 
1,293

Long-term
 
 
 
Operating lease liabilities
Long-term operating lease liabilities
 
79,736

Finance lease liabilities
Finance lease obligations
 
15,926

Total lease liabilities
 
 
$
131,769

(1) Finance lease assets are recorded net of accumulated amortization of $6,581 as of March 31, 2019.
Lease Cost
Classification
 
Three months ended March 31, 2019
Operating lease cost (1)
Operating expenses and cost of sales
 
$
10,088

Finance lease cost
 
 
 
Amortization of leased assets
Operating expenses and cost of sales
 
369

Interest on lease liabilities
Interest expense
 
227

Sublease income
Other (income) expense, net
 
(578
)
Total lease cost
 
 
$
10,106

(1) Includes short-term leases and variable lease costs, which are immaterial.
Maturity of Lease Liabilities
Operating Leases (1)
 
Finance Leases
 
Total
2019 (remainder)
$
29,174

 
$
1,591

 
$
30,765

2020
31,363

 
2,124

 
33,487

2021
22,422

 
2,113

 
24,535

2022
15,379

 
2,076

 
17,455

2023
11,009

 
2,076

 
13,085

Thereafter
13,952

 
11,959

 
25,911

Total lease payments
$
123,299

 
$
21,939

 
$
145,238

Less: interest
8,749

 
4,720

 
 
Present value of lease payments
$
114,550

 
$
17,219

 



19


(1) Operating lease payments include $4,211,000 related to options to extend lease terms that are reasonably certain of being exercised.
Lease Term and Discount Rate
 
March 31, 2019
Weighted-average remaining lease term (years)
 
 
Operating leases
 
4.43

Finance leases
 
10.12

Weighted-average discount rate
 
 
Operating leases
 
3.37
%
Finance leases
 
5.08
%

Other Information
 
Three months ended March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities
 
 
Operating cash flows from operating leases
 
$
10,169

Operating cash flows from finance leases
 
147

Financing cash flows from finance leases
 
371

Leased assets obtained in exchange for new operating lease liabilities
 
4,042


Note 11. Commitments and Contingencies
Product liability. Polaris is subject to product liability claims in the normal course of business. The Company carries excess insurance coverage for catastrophic product liability claims. Polaris self-insures product liability claims before the policy date and up to the purchased catastrophic insurance coverage after the policy date. The estimated costs resulting from any losses are charged to operating expenses when it is probable a loss has been incurred and the amount of the loss is reasonably estimable. The Company utilizes historical trends and actuarial analysis tools, along with an analysis of current claims, to assist in determining the appropriate loss reserve levels. At March 31, 2019, the Company had an accrual of $55,036,000 for the probable payment of pending claims related to continuing product liability litigation associated with Polaris products. This accrual is included as a component of other accrued expenses in the accompanying consolidated balance sheets.
Litigation. Polaris is a defendant in lawsuits and subject to other claims arising in the normal course of business, including matters related to intellectual property, commercial matters, product liability claims, and putative class action lawsuits. As of March 31, 2019, the Company is party to two putative class actions pending against Polaris in the United States, alleging that certain Polaris products caused personal injury, economic losses, and other damages resulting from unresolved fire hazards and excessive heat hazards. The Company is unable to provide an evaluation of the likelihood that a loss will be incurred or an estimate of the range of possible loss.
In the opinion of management, it is unlikely that any legal proceedings pending against or involving Polaris will have a material adverse effect on Polaris’ financial position, results of operations, or cash flows. However, in many of these matters, it is inherently difficult to determine whether a loss is probable or reasonably possible or to estimate the size or range of the possible loss given the variety and potential outcomes of actual and potential claims, the uncertainty of future rulings, the behavior or incentives of adverse parties, and other factors outside of the control of the Company. Accordingly, the Company’s loss reserve may change from time to time, and actual losses could exceed the amounts accrued by an amount that could be material to our consolidated financial position, results of operations, or cash flows in any particular reporting period.
Regulatory. In the normal course of business, the Company’s products are subject to extensive laws and regulations relating to safety, environmental and other regulations promulgated by the United States federal government and individual states, as well as international regulatory authorities. Failure to comply with applicable regulations could result in fines, penalties or other costs. 


20


Note 12. Derivative Instruments and Hedging Activities
The Company is exposed to certain risks relating to its ongoing business operations. From time to time, the primary risks managed by using derivative instruments are foreign currency risk, interest rate risk and commodity price fluctuations. Derivative contracts on various currencies are entered into in order to manage foreign currency exposures associated with certain product sourcing activities and intercompany cash flows. Interest rate swaps are occasionally entered into in order to maintain a balanced risk of fixed and floating interest rates associated with the Company’s long-term debt. Commodity hedging contracts are occasionally entered into in order to manage fluctuating market prices of certain purchased commodities and raw materials that are integrated into the Company’s end products.
The Company’s foreign currency management objective is to mitigate the potential impact of currency fluctuations on the value of its U.S. dollar cash flows and to reduce the variability of certain cash flows at the subsidiary level. The Company actively manages certain forecasted foreign currency exposures and uses a centralized currency management operation to take advantage of potential opportunities to naturally offset foreign currency exposures against each other. The decision of whether and when to execute derivative instruments, along with the duration of the instrument, can vary from period to period depending on market conditions, the relative costs of the instruments and capacity to hedge. The duration is linked to the timing of the underlying exposure, with the connection between the two being regularly monitored. Polaris does not use any financial contracts for trading purposes.
At March 31, 2019 and December 31, 2018, the Company had the following open foreign currency contracts (in thousands):
 
 
March 31, 2019
 
December 31, 2018
Foreign Currency
 
Notional Amounts
(in U.S. Dollars)
 
Net Unrealized Gain
 
Notional Amounts
(in U.S. Dollars)
 
Net Unrealized Gain
Australian Dollar
 
$
8,729

 
$
57

 
$

 
$

Canadian Dollar
 
100,035

 
1,062

 
55,133

 
2,564

Mexican Peso
 
11,570

 
857

 
19,222

 
564

Total
 
$
120,334

 
$
1,976

 
$
74,355

 
$
3,128

These contracts, with maturities through March 2020, met the criteria for cash flow hedges, and are recorded in other current assets or other current liabilities on the consolidated balance sheet. The unrealized gains or losses, after tax, are recorded as a component of accumulated other comprehensive loss in shareholders’ equity.
During 2018, the Company entered into interest rate swap transactions to hedge the variable interest rate payments for the Term Loan Facility. In connection with this transaction, the Company pays interest based upon a fixed rate and receives variable rate interest payments based on the one-month LIBOR.
At March 31, 2019 and December 31, 2018, the Company had the following open interest rate swap contracts (in thousands):
 
 
 
 
March 31, 2019
 
December 31, 2018
Effective Date
 
Termination Date
 
Notional Amounts
 
Net Unrealized
Gain (Loss)
 
Notional Amounts
 
Net Unrealized
Gain (Loss)
May 2, 2018
 
May 4, 2021
 
$
25,000

 
$
235

 
$
25,000

 
$
397

September 28, 2018
 
September 30, 2019
 
250,000

 
(221
)
 
250,000

 
(163
)
September 30, 2019
 
September 30, 2023
 
150,000

 
(4,757
)
 
150,000

 
(2,899
)
Total
 
 
 
$
425,000

 
$
(4,743
)

$
425,000

 
$
(2,665
)
These contracts, with maturities through September 2023, met the criteria for cash flow hedges, and are recorded in other current assets or other current liabilities on the consolidated balance sheet. Assets and liabilities are offset in the consolidated balance sheet if the right of offset exists. The unrealized gains or losses, after tax, are recorded as a component of accumulated other comprehensive loss in shareholders’ equity.

21


The table below summarizes the carrying values of derivative instruments as of March 31, 2019 and December 31, 2018 (in thousands):
 
Carrying Values of Derivative Instruments as of March 31, 2019
 
Fair Value—
Assets
 
Fair Value—
(Liabilities)
 
Derivative Net
Carrying Value
Derivatives designated as hedging instruments
 
 
 
 
 
Foreign exchange contracts
$
1,976

 
$

 
$
1,976

Interest rate contracts

 
(4,743
)
 
(4,743
)
Total derivatives designated as hedging instruments
$
1,976

 
$
(4,743
)
 
$
(2,767
)
 
Carrying Values of Derivative Instruments as of December 31, 2018
 
Fair Value—
Assets
 
Fair Value—
(Liabilities)
 
Derivative Net
Carrying Value
Derivatives designated as hedging instruments
 
 
 
 
 
Foreign exchange contracts
$
3,128

 
$

 
$
3,128

Interest rate contracts

 
(2,665
)
 
(2,665
)
Total derivatives designated as hedging instruments
$
3,128

 
$
(2,665
)
 
$
463

Gains and losses on derivative instruments representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in the current statement of income.
The amount of gains (losses), net of tax, related to the effective portion of derivative instruments designated as cash flow hedges included in accumulated other comprehensive loss for the three months ended March 31, 2019 and 2018 were $(2,469,000) and $4,529,000, respectively.
See Note 7 for information about the amount of gains and losses, net of tax, reclassified from accumulated other comprehensive loss into the statements of income for derivative instruments designated as hedging instruments. The ineffective portion of foreign currency contracts was not material for the three month period ended March 31, 2019.

Note 13. Segment Reporting
The Company’s reportable segments are based on the Company’s method of internal reporting, which generally segregates the operating segments by product line, inclusive of wholegoods and PG&A. The internal reporting of these operating segments is defined based, in part, on the reporting and review process used by the Company’s Chief Executive Officer. The Company has six operating segments: 1) ORV, 2) Snowmobiles, 3) Motorcycles, 4) Global Adjacent Markets, 5) Aftermarket, and 6) Boats, and five reportable segments: 1) ORV/Snowmobiles, 2) Motorcycles, 3) Global Adjacent Markets, 4) Aftermarket, and 5) Boats.
Through June 30, 2018, the Company reported under four segments for segment reporting. However, during the third quarter ended September 30, 2018, as a result of the Boat Holdings acquisition, the Company established a new reporting segment, Boats.
The ORV/Snowmobiles segment includes the aggregated results of the Company’s ORV and Snowmobiles operating segments. The Motorcycles, Global Adjacent Markets, Aftermarket, and Boats segments include the results for those respective operating segments. The Corporate amounts include costs that are not allocated to individual segments, which include incentive-based compensation and other unallocated manufacturing costs. Additionally, given the commonality of customers, manufacturing and asset management, the Company does not maintain separate balance sheets for each segment. Accordingly, the segment information presented below is limited to sales and gross profit data (in thousands):

22


 
Three months ended March 31,
 
2019
 
2018
Sales
 
 
 
ORV/Snowmobiles
$
867,447

 
$
832,564

Motorcycles
117,942

 
131,557

Global Adjacent Markets
104,956

 
113,327

Aftermarket
220,535

 
220,025

Boats
184,810

 

Total sales
$
1,495,690

 
$
1,297,473

Gross profit
 
 
 
ORV/Snowmobiles
$
252,235

 
$
243,561

Motorcycles
6,962

 
16,568

Global Adjacent Markets
29,829

 
31,258

Aftermarket
56,475

 
58,452

Boats
36,164

 

Corporate
(29,217
)
 
(26,358
)
Total gross profit
$
352,448

 
$
323,481


Item 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
The following discussion pertains to the results of operations and financial position of Polaris Industries Inc., a Minnesota corporation, for the three month period ended March 31, 2019 compared to the three month period ended March 31, 2018. The terms “Polaris,” the “Company,” “we,” “us,” and “our” as used herein refer to the business and operations of Polaris Industries Inc., its subsidiaries and its predecessors, which began doing business in 1954. We design, engineer and manufacture powersports vehicles, which include Off-Road Vehicles (ORV), including all-terrain vehicles (ATV) and side-by-side vehicles; motorcycles; Global Adjacent Markets vehicles, including Commercial, Government, and Defense vehicles; boats; and related Parts, Garments and Accessories (PG&A), as well as Aftermarket accessories and apparel. Due to the seasonality of certain products and to certain changes in production and shipping cycles, results of such periods are not necessarily indicative of the results to be expected for the complete year.
We reported net income of $48.4 million, or $0.78 per diluted share, compared to 2018 first quarter net income of $55.7 million, or $0.85 per diluted share. First quarter sales totaled $1,495.7 million, an increase of 15 percent from last year’s first quarter sales of $1,297.5 million. The sales increase was driven primarily by the acquisition of Boat Holdings in the third quarter of 2018. Our unit retail sales to consumers in North America decreased three percent in the first quarter of 2019. Our first quarter sales to North American customers increased 19 percent, driven by Boats. Our sales to customers outside of North America decreased four percent, primarily driven by foreign exchange movements, partially offset by strong Indian and PG&A sales.
Our gross profit of $352.4 million increased nine percent from $323.5 million in the comparable prior year first quarter. The increase in gross profit dollars during the quarter was primarily driven by sales related to the Boats acquisition. The decrease in gross profit margin was driven by tariff costs and the addition of Boats, which has lower gross profit margins, partially offset by higher selling prices. Our liquidity remained adequate with $151.4 million of cash on hand and $357.3 million of availability on the revolving loan facility at March 31, 2019.

Results of Operations
Unless otherwise noted, all “quarter” comparisons are from the first quarter of 2019 to the first quarter of 2018.
Sales:
Quarter sales were $1,495.7 million, a 15 percent increase from $1,297.5 million of quarter sales in the prior year. The consolidated statement of income for the three months ended March 31, 2019 includes $184.8 million of sales related to Boat Holdings. The following table is an analysis of the percentage change in total Company sales:

23


 
 
Percent change in total Company sales compared to corresponding period of the prior year
 
Three months ended
 
March 31, 2019
Volume
(4
)%
Product mix and price
6

Acquisitions
14

Currency
(1
)
 
15
 %
The volume decrease of four percent is primarily driven by decreased ORV and motorcycle shipments. Product mix and price contributed a six percent increase primarily due to higher average selling prices for ORVs. Acquisitions contributed 14 percent, primarily due to the Boat Holdings acquisition in July 2018.
Our sales by reporting segment, which includes the respective PG&A, were as follows:
 
Three months ended March 31,
($ in millions) 
2019
 
Percent of
Total Sales
 
2018
 
Percent of
Total Sales
 
Percent Change 2019
vs. 2018
ORV/Snowmobiles
$
867.5

 
58
%
 
$
832.6

 
64
%
 
4
 %
Motorcycles
117.9

 
8
%
 
131.6

 
10
%
 
(10
)%
Global Adjacent Markets
105.0

 
7
%
 
113.3

 
9
%
 
(7
)%
Aftermarket
220.5

 
15
%
 
220.0

 
17
%
 
 %
Boats
184.8

 
12
%
 

 
%
 
 
Total sales
$
1,495.7

 
100
%
 
$
1,297.5

 
100
%
 
15
 %
ORV/Snowmobiles
ORVs: ORV sales, inclusive of PG&A sales, of $827.4 million in the first quarter of 2019 increased four percent compared to $794.6 million in 2018. This increase was driven by higher side-by-side sales, partially offset by lower ATV sales. Polaris North American ORV unit retail sales to consumers decreased mid-single digits percent for the first quarter of 2019 with side-by-side vehicles down low-single digits percent and ATV vehicles down low-double digits percent compared to the comparable prior year period. The Company estimates that North American industry ORV retail sales were down low-single digits percent from the first quarter of 2018. Polaris’ North American dealer unit inventory was up mid-single digits percent compared to the first quarter of 2018. For the first quarter of 2019, the average ORV per unit sales price increased low-double digits percent compared to the first quarter of 2018’s per unit sales price, driven by favorable mix and price increases.
Snowmobiles: Snowmobile sales, inclusive of PG&A sales, increased six percent to $40.1 million for the first quarter of 2019, compared to $38.0 million for the comparable prior year period, primarily due to higher PG&A sales, partially offset by lower wholegood shipments due to timing. Polaris North American unit retail sales to consumers were up high-single digits percent during the first quarter of 2019 and up approximately 20 percent for the twelve month snowmobile season ending March 2019. The Company estimates that North American industry snowmobile retail sales were up low-double digits percent during the first quarter of 2019 and up low-single digits percent for the snowmobile season ending March 2019. Polaris gained significant market share for the snowmobile season.
Motorcycles
Motorcycle sales, inclusive of PG&A sales, decreased 10 percent to $117.9 million for the first quarter of 2019, compared to $131.6 million for the comparable prior year period due to lower Slingshot sales, and to less of an extent, Indian Motorcycle sales, partly due to an ongoing challenging motorcycle market. Polaris North American unit retail sales to consumers decreased high-single digits percent during the first quarter of 2019. Indian Motorcycle retail sales decreased mid-single digits percent during the quarter. Slingshot’s retail sales decreased low-double digits percent during the quarter. The Company estimates North American industry retail sales, 900cc and above (including Slingshot), decreased mid-single digits percent in 2019. Polaris’ North American dealer unit inventory was down mid-single digits percent compared to the first quarter of 2018. The quarter average per unit sales price decreased one percent.


24


Global Adjacent Markets
Global Adjacent Markets sales, inclusive of PG&A sales, decreased seven percent to $105.0 million for the first quarter of 2019, compared to $113.3 million for the comparable prior year period, primarily due to decreased sales in our Aixam, Goupil and defense businesses.
Aftermarket
Aftermarket sales, which includes Transamerican Auto Parts (TAP), along with our other aftermarket brands of Klim, Kolpin, ProArmor, Trail Tech and 509, of $220.5 million for the first quarter of 2019 were approximately flat compared to the comparable prior year period, due to increased sales in the other aftermarket brands, mostly offset by a two percent decrease in TAP’s sales. TAP sales in the quarter were down as a result of lower wholesale sales and e-commerce demand.
Boats
Boat sales were $184.8 million in the quarter.
Sales by Geography
Sales by geographic region were as follows:
 
Three months ended March 31,
($ in millions)
2019
 
Percent of
Total Sales
 
2018
 
Percent of
Total Sales 
 
Percent Change 2019 vs. 2018
United States
$
1,220.9

 
82
%
 
$
1,007.6

 
78
%
 
21
 %
Canada
71.6

 
5
%
 
79.1

 
6
%
 
(9)
 %
Other foreign countries
203.2

 
13
%
 
210.8

 
16
%
 
(4
)%
Total sales
$
1,495.7

 
100
%
 
$
1,297.5

 
100
%
 
15
 %
 
United States: Sales in the United States for the first quarter of 2019 increased 21 percent compared to 2018, primarily due to the addition of Boat Holdings.
Canada: Sales in Canada for the first quarter of 2019 decreased nine percent compared to 2018, primarily due to unfavorable currency rate movements.
Other foreign countries: Sales in other foreign countries, primarily Europe, decreased four percent compared to 2018. Currency rate movements had an unfavorable impact of seven percent on quarter sales, which was partially offset by strong Indian Motorcycle and PG&A sales.
Cost of Sales:  
 
Three months ended March 31,
($ in millions)
2019
 
Percent of Total Cost of Sales
 
2018
 
Percent of Total Cost of Sales
 
Change 2019 vs. 2018
Purchased materials and services
$
979.2

 
86
%
 
$
844.4

 
87
%
 
16
%
Labor and benefits
101.8

 
9
%
 
81.8

 
8
%
 
24
%
Depreciation and amortization
36.2

 
3
%
 
31.7

 
3
%
 
14
%
Warranty costs
26.0

 
2
%
 
16.0

 
2
%
 
62
%
Total cost of sales
$
1,143.2

 
100
%
 
$
973.9

 
100
%
 
17
%
Percentage of sales
76.4
%
 
 
 
75.1
%
 
+137 basis points
 
Cost of sales increased during the quarter due to the addition of Boats, which contributed $148.6 million in cost of sales, and tariff costs.

25


 Gross Profit:
 
Three months ended March 31,
($ in millions)
2019
 
Percent of Sales
 
2018
 
Percent of Sales
 
Change 2019 vs. 2018
ORV/Snowmobiles
$
252.2

 
29.1
%
 
$
243.6

 
29.3
%
 
4
 %
Motorcycles
6.9

 
5.9
%
 
16.6

 
12.6
%
 
(58
)%
Global Adjacent Markets
29.8

 
28.4
%
 
31.3

 
27.6
%
 
(5
)%
Aftermarket
56.5