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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950124-01-001699.txt : 20010329
<SEC-HEADER>0000950124-01-001699.hdr.sgml : 20010329
ACCESSION NUMBER: 0000950124-01-001699
CONFORMED SUBMISSION TYPE: 10-K
PUBLIC DOCUMENT COUNT: 5
CONFORMED PERIOD OF REPORT: 20001231
FILED AS OF DATE: 20010328
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: POLARIS INDUSTRIES INC/MN
CENTRAL INDEX KEY: 0000931015
STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS TRANSPORTATION EQUIPMENT [3790]
IRS NUMBER: 411790959
STATE OF INCORPORATION: MN
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-K
SEC ACT:
SEC FILE NUMBER: 001-11411
FILM NUMBER: 1582078
BUSINESS ADDRESS:
STREET 1: 2100 HIGHWAY 55
CITY: MEDINA
STATE: MN
ZIP: 55340
BUSINESS PHONE: 6125420500
MAIL ADDRESS:
STREET 1: 1225 HIGHWAY 169 N
STREET 2: 425 LEXINGTON AVE
CITY: MINNESOTA
STATE: MN
ZIP: 55441
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>c60829e10-k.txt
<DESCRIPTION>ANNUAL REPORT ENDED 12/31/00
<TEXT>
<PAGE> 1
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- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K
<TABLE>
<S> <C>
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-11411
</TABLE>
POLARIS INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
MINNESOTA 41-1790959
(State or other jurisdiction (IRS employer
of incorporation or organization) 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)
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------
<S> <C>
Common Stock, $.01 par value New York Stock Exchange
Pacific Stock Exchange
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of Common Stock of the registrant as of March 1,
2001 (based upon the closing reported sale price of the Common Stock at that
date on the New York Stock Exchange) held by non-affiliates (21,949,780 shares)
was approximately $1,047,004,506.
APPLICABLE ONLY TO CORPORATE REGISTRANTS:
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
As of March 1, 2001, 23,577,066 shares of Common Stock of the registrant
were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Registrant's Annual Report to Shareholders for the year ended
December 31, 2000 furnished to the Securities and Exchange Commission (the
"2000 Annual Report") are incorporated by reference into Parts II and III of
this Form 10-K.
2. Portions of the Proxy Statement for the Annual Meeting of Shareholders to be
held May 3, 2001 filed with the Securities and Exchange Commission (the "2001
Proxy Statement") are incorporated by reference into Part III of this Form
10-K.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Polaris Industries Inc. (the "Company"), a Minnesota corporation, was
formed in 1994 for the purpose of merging (the "Merger") a subsidiary of the
Company into Polaris Industries Partners L.P., a Delaware limited partnership
(the "Partnership") and merging Polaris Industries L.P., a Delaware limited
partnership, into the Partnership. The Merger took place on December 22, 1994.
Upon consummation of the Merger, each unit of Beneficial Assignment of Class A
Limited Partnership Interests of the Partnership was exchanged for one share of
common stock, $.01 par value of the Company. On December 31, 1996, the
Partnership was merged with and into Polaris Industries Inc., a Delaware
corporation (the "Operating Subsidiary"). The Company owns 100% of the Operating
Subsidiary. The term "Polaris" as used herein refers to the business and
operations of the Operating Subsidiary and its predecessors, Polaris Industries
Partners L.P. and Polaris Industries L.P.
Polaris designs, engineers and manufactures all terrain vehicles ("ATVs"),
snowmobiles, motorcycles and personal watercraft ("PWC") and markets them,
together with related replacement parts, garments and accessories ("PG&A")
through dealers and distributors principally located in the United States,
Canada and Europe. Sales of ATVs, snowmobiles, motorcycles, PWC and PG&A
accounted for the following approximate percentages of Polaris' sales for the
periods indicated.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31 ATVS SNOWMOBILES MOTORCYCLES PWC PG&A
---------------------- ---- ----------- ----------- --- ----
<S> <C> <C> <C> <C> <C>
2000.............................................. 59% 22% 1% 5% 13%
1999.............................................. 57% 24% 3% 4% 12%
1998.............................................. 56% 27% 1% 4% 12%
</TABLE>
INDUSTRY BACKGROUND
All Terrain Vehicles. ATVs are four-wheel vehicles with balloon style tires
designed for off road use and traversing rough terrain, swamps and marshland.
ATVs are used for recreation, in such sports as fishing and hunting, as well as
for utility purposes on farms, ranches and construction sites.
ATVs were introduced to the North American market in 1971 by Honda. Other
Japanese motorcycle manufacturers, Yamaha, Kawasaki and Suzuki entered the North
American market in the late 1970s and early 1980s. Polaris entered the ATV
market in 1985, Arctic Cat entered in 1995 and Bombardier entered in 1998. In
1985, the number of three- and four-wheel ATVs sold in North America peaked at
approximately 650,000 units per year, then dropped dramatically to a low of
148,000 in 1989. Polaris estimates that the industry grew 19% with approximately
775,000 ATVs sold worldwide during the calendar year 2000.
Snowmobiles. In the early 1950s, a predecessor to Polaris produced a "gas
powered sled" which became the forerunner of the Polaris snowmobile. Snowmobiles
have been manufactured under the Polaris name since 1954.
Originally conceived as a utility vehicle for northern, rural environments,
the snowmobile gained popularity as a recreational vehicle. From the mid-1950s
through the late 1960s, over 100 producers entered the snowmobile market and
snowmobile sales reached a peak of approximately 495,000 units in 1971. The
Polaris product survived the industry decline in which snowmobile sales fell to
a low point of approximately 87,000 units in 1983 and the number of snowmobile
manufacturers serving the North American market declined to four: Yamaha,
Bombardier, Arctic Cat and Polaris. Polaris estimates industry sales of
snowmobiles on a worldwide basis were approximately 213,000 units for the season
ended March 31, 2000.
Motorcycles. Heavyweight motorcycles are over the road vehicles utilized as
a mode of transportation as well as for recreational purposes. There are four
segments: cruisers, touring, sport bikes, and standards.
Polaris entered the worldwide motorcycle market in 1998 with an initial
entry product in the cruiser segment. U.S. retail cruiser sales more than
doubled from 1993 to 1999. Polaris estimates the cruiser market
<PAGE> 3
grew 20% in 2000 with approximately 220,000 cruiser motorcycles sold in the U.S.
market. Other major cruiser motorcycle manufacturers include Harley Davidson,
Honda, Yamaha, Kawasaki and Suzuki.
Personal Watercraft. PWC are sit-down versions of water scooter vehicles,
and designed for use on lakes, rivers, oceans and bays. PWC are used primarily
for recreational purposes and are designed for one, two, three or four
passengers. Polaris entered the PWC market in 1992. After many years of rapid
growth, the number of PWC sold peaked at approximately 225,000 units in 1996.
Polaris estimates worldwide industry retail sales for PWC were approximately
120,000 units for the season ended September 30, 2000. Other major PWC
manufacturers are Bombardier, Yamaha, and Kawasaki.
PRODUCTS
All Terrain Vehicles. Polaris entered the ATV market in the spring of 1985.
Polaris currently produces four-wheel ATVs, which provide more stability for the
rider than earlier three-wheel versions. Polaris' line of ATVs consisting of
eighteen models includes general purpose, sport and four-wheel drive utility
models, with 2001 suggested retail prices ranging from approximately $1,900 to
$7,600. In 2000, Polaris introduced its first youth ATV models. In addition,
Polaris has a six-wheel off-road utility vehicle and the Polaris RANGER, a
six-wheel off-road side by side utility and recreational vehicle. In early 2001,
Polaris expanded its utility line with an all surface loader product.
Most of Polaris' ATVs feature the totally automatic Polaris variable
transmission, which requires no manual shifting, and a MacPherson strut front
suspension, which enhances control and stability. Polaris' ATVs include two
cycle and four cycle engines and both shaft and concentric chain drive. In 1999,
Polaris introduced its first manual transmission ATV models.
Prior to 1989, the ATV industry experienced some reduced demand arising
from publicity surrounding safety-related and environmental concerns. However,
management believes this market has stabilized since 1989 and has sustained
consistent growth.
For the year ended December 31, 2000, sales of ATVs accounted for
approximately 59% of Polaris' sales.
Snowmobiles. Polaris produces a full line of snowmobiles, consisting of
twenty-nine models, ranging from youth to utility and economy models to
performance and competition models. The 2001 model year suggested United States
retail prices range from approximately $1,900 to $9,000. Polaris snowmobiles are
sold principally in the United States, Canada and Europe. Polaris believes it is
the worldwide market share leader.
Polaris believes its snowmobiles have a long-standing reputation for
quality, dependability and performance. Polaris believes that it and its
predecessors were the first to develop several features for commercial use in
snowmobiles, including independent front suspension, variable transmission,
hydraulic disc brakes, liquid cooled engines and brakes and a three cylinder
engine.
For the year ended December 31, 2000, sales of snowmobiles accounted for
approximately 22% of Polaris' sales.
Motorcycles. In 1998, Polaris began manufacturing a V-twin cruiser
motorcycle, the "Victory V92C." Design and assembly of the engine is performed
in Polaris' Osceola, Wisconsin facility and final assembly is completed at
Polaris' Spirit Lake, Iowa facility. The two facilities provide sufficient
capacity to handle the production of Victory motorcycles. In 1999, Polaris
introduced its second model, a sport cruiser, the Victory V92SC and in 2000,
introduced its third model, the Victory Deluxe. The 2001 model year Victory
motorcycle suggested United States retail prices range from approximately
$13,400 to $14,400.
For the year ended December 31, 2000, sales of Victory motorcycles
accounted for approximately 1% of Polaris' sales.
Personal Watercraft. Polaris entered the personal watercraft market in
1992. Polaris' 2001 line of PWC consists of eight models across the touring,
performance and racing segments. Management believes that its models had the
industry's first three-cylinder engines developed specifically for PWC and that
its models were
2
<PAGE> 4
the first to comply with EPA 2006 requirements. The 2001 model year suggested
United States retail prices for Polaris' PWC range from approximately $6,100 to
$9,000.
For the year ended December 31, 2000, sales of PWC accounted for
approximately 5% of Polaris' sales.
Parts, Garments and Accessories. Polaris produces or supplies a variety of
replacement parts and accessories for its snowmobiles, ATVs, motorcycles and
PWC. ATV accessories include products such as winches, mowers, blades, cargo
racks, utility trailers, sprayers, seeders, tires, oils, and lubricants.
Snowmobile accessories include products such as luggage, covers, tow hitches,
hand warmers, specialized instrumentation, reverse gear, electric start, special
traction products, cargo racks, oils, and lubricants.
Polaris also markets a full line of recreational clothing, which includes
suits, helmets, gloves, boots, hats, sweaters and jackets for its snowmobile,
ATV, motorcycle and PWC lines. The clothing is designed to Polaris'
specifications, purchased from independent vendors and sold by Polaris through
its dealers and distributors under the Polaris brand name.
For the year ended December 31, 2000, sales of PG&A accounted for
approximately 13% of Polaris' sales.
MANUFACTURING OPERATIONS
Polaris' products are assembled at its original manufacturing facility in
Roseau, Minnesota and at its facility in Spirit Lake, Iowa. Since snowmobiles,
ATVs, motorcycles and PWC incorporate similar technology, substantially the same
equipment and personnel are employed in their production. Polaris is vertically
integrated in several key components of its manufacturing process, including
machining, stamping, welding, clutch assembly and balancing, painting, cutting
and sewing, and manufacture of foam seats. Fuel tanks, hulls, tracks, tires and
instruments, and certain other component parts are purchased from third party
vendors. Polaris manufactures a number of other components for its snowmobiles,
ATVs, motorcycles, and PWC. Raw materials or standard parts are readily
available from multiple sources for the components manufactured by Polaris.
Polaris' work force is familiar with the use, operation and maintenance of the
product, since many employees own snowmobiles, ATVs, motorcycles and PWC. In
1991, Polaris acquired a manufacturing facility in Osceola, Wisconsin to
manufacture component parts previously produced by third party suppliers. In
1998, Victory motorcycle production began at Polaris' Spirit Lake, Iowa
facility. The production includes welding, finish painting, and final assembly.
Certain Victory operations, including engine assembly, seat manufacturing, and
the bending of frame tubes are conducted at the Osceola, Wisconsin facility. In
2000, Polaris began an expansion and renovation of its Roseau manufacturing
facility to increase capacity and production flexibility in order to meet its
growth goals.
In 1998, Polaris completed construction of a plastic injection molding
facility adjacent to the Roseau, Minnesota facility. This is a vertical
integration project for Polaris in the manufacture of snowmobile hoods and
certain large plastic molded parts on ATVs.
Pursuant to informal agreements between Polaris and Fuji Heavy Industries
Ltd. ("Fuji"), Fuji had been the exclusive manufacturer of Polaris' two-cycle
snowmobile engines since 1968. Fuji has manufactured engines for Polaris' ATV
products since their introduction in the spring of 1985 and also supplies
engines for certain of Polaris PWC products. Fuji develops such engines to the
specific requirements of Polaris. Polaris believes its relationship with Fuji to
be excellent. If, however, Fuji terminated its relationship, interruption in the
supply of engines would adversely affect Polaris' production pending the
continued development of substitute supply arrangements.
Since 1995, Polaris has been designing and producing its own engines for
selected models of PWC, snowmobiles and all Victory motorcycles. Polaris
purchased a building adjacent to the Osceola facility to house the manufacturing
of these Polaris designed and built domestic engines. In addition, in 1995,
Polaris entered into an agreement with Fuji to form Robin Manufacturing, U.S.A.
("Robin"). Under the agreement, Polaris made an investment for a 40% ownership
position in Robin, which builds engines in the United States for recreational
and industrial products. Potential advantages to Polaris of these additional
sources of engines
3
<PAGE> 5
include reduced foreign exchange risk, lower shipping costs and less dependence
in the future on a single supplier for engines.
Polaris anticipates no significant difficulties in obtaining substitute
supply arrangements for other raw materials or components for which it relies
upon limited sources of supply.
A contract carrier ships Polaris' products from its manufacturing
facilities.
PRODUCTION SCHEDULING
Polaris' products are produced and delivered throughout the year. Orders
for ATVs are placed by the dealers often throughout the year. Delivery of
snowmobiles to consumers begins in autumn and continues during the winter
season. Orders for each year's production of snowmobiles are placed by the
dealers in the spring. Orders for PWC are placed by the dealers in autumn after
meetings with dealers and distributors. Orders for Victory motorcycles are
placed by the dealers in the summer after meetings with dealers. Units are built
to order each year. In addition, non-refundable deposits made by consumers to
dealers in the spring for snowmobiles assist in production planning. The
budgeted volume of units to be produced each year is substantially sold to
dealers and distributors prior to production. Retail sales activity at the
dealer level is monitored by Polaris for each of snowmobiles, ATVs, motorcycles
and PWC and incorporated into production scheduling.
In 2000, Polaris began testing a dealer inventory replenishment program for
ATV dealers, where Polaris continually restocks the dealer inventory of a
particular model upon the completion of a retail sale to the consumer, rather
than taking dealers orders periodically throughout the year. Polaris intends to
expand this program throughout North America gradually in 2001.
Manufacture of snowmobiles commences in the spring and continues through
late autumn or early winter. Polaris manufactures PWC during the fall, winter
and spring months. Since 1993, Polaris has had the ability to manufacture ATVs
year round. Motorcycle manufacturing began in 1998 and continues year round.
SALES AND MARKETING
Polaris products are sold through a network of nearly 2,000 dealers in
North America and 52 distributors in 121 countries.
With the exception of Illinois, upper Michigan and eastern Wisconsin, where
Polaris sells its snowmobiles through an independent distributor, Polaris sells
its snowmobiles directly to dealers in the snowbelt regions of the United States
and Canada. With the exception of France, snowmobile sales in Europe and other
offshore markets are handled through independent distributors. See Note 1 of
Notes to Consolidated Financial Statements for discussion of international
operations.
Many dealers and distributors of Polaris snowmobiles also distribute
Polaris' ATVs and PWC. At the end of 2000, approximately 800 dealerships were
located in areas of the United States where snowmobiles are not regularly sold.
Unlike its primary competitors, which market their ATV products principally
through their affiliated motorcycle dealers, Polaris also sells its ATVs and PWC
through lawn and garden, boat and marine, and farm implement dealers.
In 1999, Polaris acquired its distributor in Australia and New Zealand and
now distributes its products in those countries through its wholly owned
subsidiary. During 2000, Polaris acquired its distributor in France and now
distributes its products in France through its wholly owned subsidiary.
Victory motorcycles are distributed direct through authorized Victory
dealers. Polaris has a high quality dealer network in North America for its
other product lines from which most of the current 350 Victory dealers were
selected. Polaris expects to develop a Victory dealer network of approximately
500 to 600 dealers over the next three to four years.
Dealers and distributors sell Polaris' products under contractual
arrangements pursuant to which the dealer or distributor is authorized to market
specified products, required to carry certain replacement parts and
4
<PAGE> 6
perform certain warranty and other services. Changes in dealers and distributors
take place from time to time. Polaris believes a sufficient number of qualified
dealers and distributors exist in all areas to permit orderly transition
whenever necessary.
In 1996, Polaris entered into a partnership agreement with Transamerica
Distribution Finance ("TDF") to form Polaris Acceptance. Polaris Acceptance
provides floor plan financing to Polaris' dealers and distributors. In 1999,
Polaris Acceptance began providing other financial services to dealers,
distributors and retail customers such as retail financing and extended service
contracts. Under the partnership agreement, Polaris has a 50% equity interest in
Polaris Acceptance and was responsible for 50% of the outstanding indebtedness
of Polaris Acceptance. In February 2000, the term of the partnership agreement
was extended; in consideration thereof, Polaris is no longer required to
guarantee the outstanding indebtedness of Polaris Acceptance.
Polaris has arrangements with Polaris Acceptance and GE Commercial
Corporation (Australia), to provide floor plan financing for its dealers and
distributors. Substantially all of Polaris' North American sales of snowmobiles,
ATVs, PWC, motorcycles and related PG&A are financed under arrangements in which
Polaris is paid within a few days of shipment of its product. Polaris
participates in the cost of dealer and distributor financing and is required to
repurchase products from the finance companies under certain circumstances and
subject to certain limitations. Polaris has not historically recorded a sales
return allowance because it has not been required to repurchase a significant
number of units. However, there can be no assurance that this will continue to
be the case. If necessary, Polaris will record a sales return allowance at the
time of sale should management anticipate material repurchases of units financed
through the finance companies. See Notes 1 and 2 of Notes to Consolidated
Financial Statements.
Polaris has historically not directly financed the purchase of its products
by consumers. In 1999, Polaris made consumer financing available through its
Polaris Acceptance joint venture. Polaris is not obligated to repurchase
products related to the retail financing programs but will share in the losses
of the program through its 50% equity interest in Polaris Acceptance.
Polaris desires to create an awareness of the Polaris brand among the
non-riding public and provide a wide range of products for enthusiasts by
licensing the name Polaris. The company has currently licensed the production
and sale of a range of items, including go-karts, die cast toys, video games,
and numerous other products. The Company's licensing activity provides it with a
valuable source of advertising.
During 2000, Polaris established an e-commerce site, Purepolaris.com, to
sell clothing and accessories over the internet directly to consumers. The site
has been developed with a unique revenue sharing arrangement with the dealers.
Polaris' marketing activities are designed primarily to promote and
communicate directly with consumers and secondarily to assist the selling and
marketing efforts of its dealers and distributors. From time to time, Polaris
makes available discount or rebate programs or other incentives for its dealers
and distributors to remain price competitive in order to accelerate reduction of
dealer inventories. Polaris advertises its products directly using print
advertising in the industry press and in user group publications, on billboards,
and, less extensively, on television and radio. Polaris also provides media
advertising and partially underwrites dealer and distributor media advertising
to a degree and on terms which vary by product and from year to year. Polaris
also co-sponsors a race car on the NASCAR auto racing circuit. Each season,
Polaris produces a promotional film for each of its products, which is available
to dealers for use in the showroom or at special promotions. Polaris also
provides product brochures, leaflets, posters, dealer signs, and miscellaneous
other promotional items for use by dealers.
Polaris expended for sales and marketing approximately $122.0 million in
2000, $112.1 million in 1999, and $92.7 million in 1998. These amounts were
included as a component of operating expenses in the period incurred.
5
<PAGE> 7
ENGINEERING, RESEARCH AND DEVELOPMENT, AND NEW PRODUCT INTRODUCTION
Polaris employs approximately 340 persons who are engaged in the
development and testing of existing products and research and development of new
products and improved production techniques. Polaris believes the Company and
its predecessors were the first to develop, for commercial use, independent
front end suspension for snowmobiles, long travel rear suspension for
snowmobiles, direct drive of the snowmobile track, the use of liquid cooling in
snowmobile engines and brakes, the use of hydraulic brakes in snowmobiles, the
three cylinder engine in snowmobiles and PWC, the adaptation of the MacPherson
strut front suspension, "on demand" four-wheel drive systems and the Concentric
Drive System for use in ATVs, the application of a forced air cooled variable
power transmission system to ATVs, and the diesel fuel powered ATV.
Polaris utilizes internal combustion engine testing facilities to design
and optimize engine configurations for its products. Polaris utilizes
specialized facilities for matching engine, exhaust system and clutch
performance parameters in its products to achieve desired fuel consumption,
power output, noise level and other objectives. Polaris' engineering department
is equipped to make small quantities of new product prototypes for testing by
Polaris' testing teams and for the planning of manufacturing procedures. In
addition, Polaris maintains numerous test facilities where each of the products
is extensively tested under actual use conditions.
Polaris expended for research and development approximately $32.4 million
in 2000, $31.3 million in 1999, and $28.4 million in 1998. These amounts were
included as a component of operating expenses in the period incurred.
COMPETITION
The snowmobile, ATV, motorcycle and PWC markets in the United States and
Canada are highly competitive. Competition in such markets is based upon a
number of factors, including price, quality, reliability, styling, product
features and warranties. At the dealer level, competition is based on a number
of factors including sales and marketing support programs (such as financing and
cooperative advertising). Certain of Polaris' competitors are more diversified
and have financial and marketing resources which are substantially greater than
those of Polaris.
Polaris products are competitively priced and management believes Polaris'
sales and marketing support programs for dealers are comparable to those
provided by its competitors. Polaris' products compete with many other
recreational products for the discretionary spending of consumers, and, to a
lesser extent, with other vehicles designed for utility applications.
PRODUCT SAFETY AND REGULATION
Snowmobiles, ATVs, motorcycles and PWC are motorized machines which may be
operated at high speeds and in a careless or reckless manner. Accidents
involving property damage, personal injuries and deaths occur in the use of
these products.
Laws and regulations have been promulgated or are under consideration in a
number of states relating to the use or manner of use of Polaris products. State
approved trails and recreational areas for snowmobile and ATV use have been
developed in response to environmental and safety concerns. Some states may pass
legislation and local ordinances or regulations have been and may from time to
time be considered which restrict the use of PWC to specified hours and
locations. Polaris is unable to predict the outcome of such actions or the
possible effect on its PWC business. Polaris has supported laws and regulations
pertaining to safety and noise abatement. Polaris believes that its products
would be no more adversely affected than those of its competitors by the
adoption of any pending laws or regulations. Polaris continues to monitor these
activities in conjunction with industry associations and supports balanced and
appropriate programs that educate the product user on safe use of the product
and how to protect the environment.
In September 1986, the Consumer Product Safety Commission ("CPSC") ATV Task
Force issued a report on regulatory options for ATVs with recommendations for
ATV marketing activities and warning labels. In February 1987, the CPSC formally
requested that the Justice Department initiate an enforcement
6
<PAGE> 8
action against the ATV industry seeking a voluntary recall of all three-wheel
ATVs and four-wheel ATVs sold with the intention that they be used by children
under 16, as well as a requirement that ATV purchasers receive "hands-on"
training.
Except for 1,700 three-wheel models initially produced, Polaris
manufactures only four-wheel ATVs and six-wheel off-road vehicle products.
Polaris has always placed warning labels on its ATVs stating that they are
designed for use only by persons of a specified minimum age, operators should
always wear approved safety helmets and riders should complete proper training
prior to operating an ATV.
On December 30, 1987, Polaris reached an agreement with the CPSC regarding
ATV safety, which was confirmed in a ten-year Consent Decree in April 1988. In
April 1998, the Consent Decree with the CPSC expired. Polaris has filed with the
CPSC a Voluntary Action Plan under which Polaris undertook to continue various
activities including age recommendations, warning labels, point of purchase
materials, hands on training and an information education effort. Polaris also
agreed to continue dealer monitoring for ascertaining dealer compliance with
safety obligations including age recommendations and training requirements.
Polaris conditions its ATV warranties described below under "Warranty" on
completion of the mandatory "hands on" consumer training program. In December
1998, the CPSC issued a resolution commending Polaris and certain other industry
members for their ATV Action Plans.
The Company does not believe the Polaris Voluntary Action Plan will have a
material adverse effect on Polaris. Nevertheless, there can be no assurance that
future recommendations or regulatory actions by the CPSC, the Justice Department
or individual states would not have an adverse effect on the Company. Polaris
will continue to attempt to assure that its dealers are in compliance with their
safety obligations. Polaris has notified its dealers that it will terminate or
not renew any dealer it determines has violated such safety obligations. To
date, it has terminated or not renewed at least eight dealers for such reasons.
In May 1998, the National Transportation Safety Board ("NTSB") issued a
report regarding PWC safety and made various recommendations. Prior to May 1998,
Polaris was working with and continues to work with the Coast Guard to develop
standards and to evaluate PWC safety matters, including the NTSB
recommendations. Polaris PWC have always complied with industry standards
relevant to PWCs.
California has adopted regulations setting maximum emission standards for
ATVs and the federal Environmental Protection Agency ("EPA") has indicated its
intent to establish emission standards for non-road engines, including ATVs and
snowmobiles. The EPA already has required PWC manufacturers to gradually reduce
their emission by 75% between 1999 and 2006. For the State of California, the
California Air Resources Board has accelerated this scheduled emission reduction
by requiring that manufacturers meet the EPA 2006 level in 2001 and that
manufacturers meet further emission reductions by 2004 and 2008. Conventional
two-stroke cycle engines cannot meet these more restrictive emission
requirements.
In 1997, Polaris signed an agreement with Outboard Marine Corporation
("OMC") licensing the Ficht fuel injection technology. During 1998, Polaris
began production of a new Genesis PWC model utilizing the Ficht technology which
complies with the EPA 2006 emission requirements. During 2000, OMC filed for
bankruptcy and in early 2001, Bombardier Inc. acquired the Ficht technology.
Polaris has entered into a license agreement with Bombardier for the Ficht fuel
injection technology. This technology may be used in other Polaris vehicles to
meet emission standards in the future, particularly in Polaris vehicles with
two-cycle engines. Polaris is unable to predict the ultimate impact of the
adopted or proposed regulations on Polaris and its operations.
Victory motorcycles are subject to federal and state emissions, vehicle
safety and other standards. Polaris believes that its motorcycles comply fully
with all such applicable standards and related regulations.
PRODUCT LIABILITY
Polaris' product liability insurance limits and coverages were adversely
affected by the general decline in the availability of liability insurance
starting in 1985. As a result of the high cost of premiums, and in view of the
historically small amount of claims paid by Polaris, Polaris was self-insured
from June 1985 to June 1996. In June 1996, Polaris purchased excess insurance
coverage for catastrophic product liability claims for
7
<PAGE> 9
incidents occurring subsequent to the policy date that exceeds its self-insured
retention. Product liability claims are made against Polaris from time to time.
Since its inception in 1981 through December 31, 2000, Polaris has paid an
aggregate of approximately $6.5 million in product liability claims and accrued
$6.0 million at December 31, 2000 for the defense and possible payment of
pending claims. Polaris believes such accruals are adequate. Polaris does not
believe the outcome of any pending product liability litigation will have a
material adverse effect on the operations of Polaris. However, no assurance can
be given that its historical claims record, which did not include ATVs prior to
1985, PWC prior to 1992, or motorcycles prior to 1998, will not change or that
material product liability claims against Polaris will not be made in the
future. Adverse determination of material product liability claims made against
Polaris would have a material adverse effect on Polaris' financial condition.
See Note 7 of Notes to Consolidated Financial Statements.
WARRANTY
Polaris provides a limited warranty for ATVs for a period of six months and
for its snowmobiles, motorcycles and PWC for a period of one year. Although
Polaris employs quality control procedures, a product is sometimes distributed
which needs repair or replacement. Historically, product recalls have been
administered through Polaris' dealers and distributors and have not had a
material effect on Polaris' business.
EFFECTS OF WEATHER
Lack of snowfall in any year in any particular region of the United States
or Canada may adversely affect snowmobile retail sales in that region. Polaris
seeks to minimize this potential effect by stressing pre-season sales (see
"Production Scheduling") and shifting dealer inventories from one location to
another. However, there is no assurance that weather conditions would not have a
material effect on Polaris' sales of snowmobiles, ATVs, motorcycles or PWC.
EMPLOYMENT
Due to the seasonality of the Polaris business and certain changes in
production cycles, total employment levels vary throughout the year. Despite
such variations in employment levels, employee turnover has not been high.
During 2000, Polaris employed an average of approximately 3,560 persons.
Approximately 1,240 of its employees are salaried. Polaris considers its
relations with its personnel to be excellent. Polaris' employees have not been
represented by a union since July 1982.
ITEM 2. PROPERTIES
The following sets forth the Company's material facilities as of December
31, 2000.
<TABLE>
<CAPTION>
OWNED OR SQUARE
LOCATION FACILITY TYPE/USE LEASED FOOTAGE
- -------- ----------------- -------- -------
<S> <C> <C> <C>
Roseau, Minnesota................. Whole Goods Manufacturing Owned 509,000
Osceola, Wisconsin................ Component Parts Manufacturing Owned 190,000
Spirit Lake, Iowa................. Whole Goods Manufacturing Owned 223,000
Osceola, Wisconsin................ Engine Manufacturing Owned 90,000
Roseau, Minnesota................. Injection Molding Owned 58,000
Vermillion, South Dakota.......... Distribution Center Owned 250,000
Medina, Minnesota................. Headquarters Owned 130,000
Winnipeg, Manitoba................ Office and Warehouse Leased 42,000
Spirit Lake, Iowa................. Warehouse Leased 10,000
Mount Gambier, Australia.......... Warehouse Leased 12,000
Passy, France..................... Office and Warehouse Owned 3,500
</TABLE>
Polaris owns all tooling and machinery (including heavy presses, conventional
and computer-controlled welding facilities for steel and aluminum, assembly
lines, paint lines, and sewing lines) used in the manufacture of its products.
Polaris makes ongoing capital investments in its facilities. These investments
8
<PAGE> 10
have increased production capacity for snowmobiles, ATVs, motorcycles and PWC.
The Company believes Polaris' manufacturing facilities are adequate in size and
suitability for its present manufacturing needs.
ITEM 3. LEGAL PROCEEDINGS
Polaris is involved in a number of legal proceedings, none of which is
expected to have a material effect on the financial condition or the business of
Polaris.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.
EXECUTIVE OFFICERS OF THE REGISTRANT
Set forth below are the names of the executive officers of the Company as
of March 8, 2001, their ages, titles, the year first appointed as an executive
officer of the Company and employment for the past five years:
<TABLE>
<CAPTION>
NAME AGE TITLE
- ---- --- -----
<S> <C> <C>
W. Hall Wendel, Jr.............................. 58 Chairman of the Board
Thomas C. Tiller................................ 39 Chief Executive Officer and President
Jeffrey A. Bjorkman............................. 41 Vice President - Operations
John B. Corness................................. 46 Vice President - Human Resources
Michael W. Malone............................... 42 Vice President - Finance, Chief
Financial Officer and Secretary
Richard R. Pollick.............................. 61 Vice President - International
Thomas H. Ruschhaupt............................ 52 Vice President - Sales and Service
</TABLE>
Executive officers of the Company are elected at the discretion of the
Board of Directors with no fixed term. There are no family relationships between
or among any of the executive officers or directors of the Company.
Mr. Wendel has served as Chairman of the Board since the Company's
formation in 1994 and was Chief Executive Officer of the Company until May 1999.
Mr. Wendel was the Chief Executive Officer of Polaris Industries Capital
Corporation ("PICC"), which was the managing general partner of Polaris
Industries Associates L.P., which was the operating general partner of Polaris
Industries L.P. from 1987 to December 1994. From 1981 to 1987, Mr. Wendel was
Chief Executive Officer of a predecessor of Polaris, which was formed to
purchase the snowmobile assets of the Polaris E-Z-GO Division of Textron Inc.
Before that time, Mr. Wendel was President of the Polaris E-Z-GO Division for
two years and prior thereto, held marketing positions as Vice President of Sales
and Marketing and National Sales Manager since 1974.
Mr. Tiller was named President and Chief Operating Officer of the Company
in July 1998. In 1999, Mr. Tiller was promoted to his present position of Chief
Executive Officer of the Company. Prior to joining Polaris, Mr. Tiller was
employed by General Electric Company in various management positions for fifteen
years.
Mr. Bjorkman has been Vice President - Operations of the Company since July
2000. Mr. Bjorkman had been Vice President - Manufacturing since January 1995,
and prior thereto held positions of Plant Manager and Manufacturing Engineering
Manager since July 1990. Prior to joining Polaris, Mr. Bjorkman was employed by
General Motors Corporation in various management positions for nine years.
Mr. Corness has been Vice President -- Human Resources of the Company since
January 1999. Prior to joining Polaris, Mr. Corness was employed by General
Electric Company in various human resource positions for nine years. Before that
time, Mr. Corness held various human resource positions with Maple Leaf Foods
and Transalta Utilities.
9
<PAGE> 11
Mr. Malone has been Vice President -- Finance, Chief Financial Officer and
Secretary of the Company since January 1997. Mr. Malone was Vice President and
Treasurer of the Company from December 1994 to January 1997 and was Chief
Financial Officer and Treasurer of PICC from January 1993 to December 1994.
Prior thereto and since 1986, he was Assistant Treasurer of PICC or its
predecessor. Mr. Malone joined Polaris in 1984 after four years with Arthur
Andersen LLP.
Mr. Pollick has been Vice President - International of the Company since
September 1999. Prior to joining Polaris, Mr. Pollick was employed by The Toro
Company in various management positions for nineteen years.
Mr. Ruschhaupt has been Vice President -- Sales and Service of the Company
since March 1998. Prior to joining Polaris, Mr. Ruschhaupt was employed by
Goodyear Tire and Rubber Corporation in various management positions for twenty
years.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information under the caption "Investor Information" included in the
Company's 2000 Annual Report is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information under the caption "Selected Financial Data" included in the
Company's 2000 Annual Report is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
"Management's Discussion and Analysis" included in the Company's 2000
Annual Report is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The information under the caption "Management's Discussion and
Analysis -- Inflation and Exchange Rates" and Note 1 to the financial statements
of the Registrant, included in the Company's 2000 Annual Report, are
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements of the Registrant, included in the
Company's 2000 Annual Report, are incorporated herein by reference:
Consolidated Balance Sheets December 31, 2000 and 1999.
Consolidated Statements of Operations Years Ended December 31, 2000, 1999,
and 1998.
Consolidated Statements of Shareholders' Equity Years Ended December 31,
2000, 1999, and 1998.
Consolidated Statements of Cash Flows Years Ended December 31, 2000, 1999,
and 1998.
Notes to Consolidated Financial Statements.
Report of Independent Public Accountants.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
10
<PAGE> 12
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Directors of the Registrant
The information under the caption "Election of Directors Information
Concerning Nominees and Directors" in the Company's 2001 Proxy Statement is
incorporated herein by reference.
(b) Executive Officers of the Registrant
Information concerning Executive Officers of the Company is included in
this Report after Item 4, under "Executive Officers of the Registrant."
(c) Compliance with Section 16(a) of the Exchange Act
The information under the caption "Section 16(a) Beneficial Ownership
Reporting Compliance" in the Company's 2001 Proxy Statement is incorporated
herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information under the caption "Executive Compensation and Other
Information" and "Election of Directors -- Directors' Remuneration" in the
Company's 2001 Proxy Statement is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information under the caption "Security Ownership of Certain Beneficial
Owners and Management" in the Company's 2001 Proxy Statement is incorporated
herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information under the caption "Certain Relationships and Related
Transactions" in the Company's 2001 Proxy Statement is incorporated herein by
reference.
11
<PAGE> 13
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Report:
(1) Consolidated Financial Statements
Information concerning financial statements of Polaris Industries Inc.
included in the Company's 2000 Annual Report are incorporated by reference
to this Report under Item 8 "Financial Statements and Supplementary Data".
(2) Financial Statement Schedules
All supplemental financial statement schedules have been omitted because
they are not applicable or are not required or the information required to
be set forth therein is included in the Consolidated Financial Statements
or notes thereto.
(3) Exhibits
The Exhibits to this Report are listed in the Exhibit Index on page E-1.
A copy of any of these Exhibits will be furnished at a reasonable cost to
any person who was a shareholder of the Company as of March 13, 2001, upon
receipt from any such person of a written request for any such exhibit.
Such request should be sent to Polaris Industries Inc., 2100 Highway 55,
Medina, Minnesota 55340, Attention: Investor Relations.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the fourth quarter of the
fiscal year ended December 31, 2000.
(c) Exhibits
Included in Item 14(a)(3) above.
12
<PAGE> 14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in the City of
Minneapolis, State of Minnesota on March 16, 2001.
POLARIS INDUSTRIES INC.
By: /s/ W. HALL WENDEL JR.
------------------------------------
W. Hall Wendel Jr.
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ W. HALL WENDEL, JR. Chairman and Director March 16, 2001
- ------------------------------------------
W. Hall Wendel, Jr.
/s/ THOMAS C. TILLER Chief Executive Officer and Director March 16, 2001
- ------------------------------------------ (Principal Executive Officer)
Thomas C. Tiller
/s/ MICHAEL W. MALONE Vice President Finance, Chief Financial March 16, 2001
- ------------------------------------------ Officer and Secretary (Principal
Michael W. Malone Financial and Accounting Officer)
* Director March 16, 2001
- ------------------------------------------
Andris A. Baltins
* Director March 16, 2001
- ------------------------------------------
Raymond J. Biggs
* Director March 16, 2001
- ------------------------------------------
Beverly F. Dolan
* Director March 16, 2001
- ------------------------------------------
William E. Fruhan
* Director March 16, 2001
- ------------------------------------------
Robert S. Moe
* Director March 16, 2001
- ------------------------------------------
Gregory R. Palen
* Director March 16, 2001
- ------------------------------------------
J. Richard Stonesifer
* Director March 16, 2001
- ------------------------------------------
R. M. Schreck
* Director March 16, 2001
- ------------------------------------------
Bruce A. Thomson
* Director March 16, 2001
- ------------------------------------------
Richard A. Zona
*By: /s/ THOMAS C. TILLER March 16, 2001
-------------------------------------
(Thomas C. Tiller
Attorney-in-Fact)
</TABLE>
Thomas C. Tiller, pursuant to Powers of Attorney executed by each of the
officers and directors listed above whose name is marked by an "*" and filed as
an exhibit hereto, by signing his name hereto does hereby sign and execute this
Report of Polaris Industries Inc. on behalf of each of such officers and
directors in the capacities in which the names of each appear above.
13
<PAGE> 15
POLARIS INDUSTRIES INC.
EXHIBIT INDEX TO ANNUAL REPORT ON
FORM 10-K
FOR FISCAL YEAR ENDED DECEMBER 31, 2000
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
3.(a) Articles of Incorporation of Polaris Industries Inc. ("the
Company"), as amended, incorporated by reference to Exhibit
3(a) to the Company's Registration Statement on Form S-4
(No. 33-55769) (the "Form S-4").
(b) Bylaws of the Company, incorporated by reference to Exhibit
3(b) to the Form S-4.
4.(a) Specimen Stock Certificate of the Company, incorporated by
reference to Exhibit 4 to the Form S-4.
(b) Rights Agreement, dated as of May 18, 2000 between the
Company and Norwest Bank Minnesota, N.A. (now Wells Fargo
Bank Minnesota, N.A.), as Rights Agent, incorporated by
reference to Exhibit 4.1 to the Company's Registration
Statement on Form 8-A, filed on May 25, 2000.
10.(a) Agreement for Deferred Compensation and Disability Income
and Amendment No. 1 thereto with W. Hall Wendel, Jr.
incorporated by reference to Exhibit 10 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1994.
(b) [RESERVED]
(c) Polaris 401(K) Retirement Savings Plan, incorporated by
reference to the Company's Registration Statement on Form
S-8 filed with the Securities and Exchange Commission on
January 11, 2000 (No. 333-94451)
(d) Polaris Industries Inc. Employee Stock Ownership Plan
effective January 1, 1997 incorporated by reference to
Exhibit 10(a) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1997.
(e) Polaris Industries Inc. 1999 Broad Based Stock Option Plan
incorporated by reference to the Company's Registration
Statement on Form S-8 filed with the Securities and Exchange
Commission on May 5, 1999 (No. 333-77765)
(f) Management Bonus Plan, incorporated by reference to Exhibit
10(j) to the Form S-1.
(g) Polaris Industries Inc. 1995 Stock Option Plan, incorporated
by reference to the Company's Registration Statement on Form
S-8 filed with the Securities and Exchange Commission on
June 12, 1995 (No. 33-60157).
(h) Polaris Industries Inc. Deferred Compensation Plan for
Directors incorporated by reference to Exhibit 10(h) to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
(i) Joint Venture Agreement between the Company and Transamerica
Commercial Finance Corporation, now known as Transamerica
Distribution Finance ("TDF") dated February 7, 1996
incorporated by reference to Exhibit 10(i) to the Company's
Annual Report on Form 10-K for the year ended December 31,
1995.
(j) Manufacturer's Repurchase Agreement between the Company and
Polaris Acceptance dated February 7, 1996 incorporated by
reference to Exhibit 10(j) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1995.
(k) Credit Agreement by and between the Company and First Bank
National Association and Bank of America Illinois and First
Union National Bank of North Carolina, Dated May 8, 1995
incorporated by reference to Exhibit 10 to the Company's
Quarterly Report on Form 10-Q dated May 15, 1995.
(l) [RESERVED]
</TABLE>
14
<PAGE> 16
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
(m) Shareholder Agreement with Fuji Heavy Industries LTD.,
incorporated by reference to Exhibit 10(m) to the Company's
Annual Report on Form 10-K for the year ended December 31,
1994.
(n) Registration Rights Agreement between and among the Company,
Victor K. Atkins, EIP I Inc., EIP Holdings Inc. and LB I
Group Inc., incorporated by reference to Exhibit 10(1) to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1994.
(o) Amended and Restated Polaris Industries Inc. 1996 Restricted
Stock Plan, incorporated by reference to the Company's
Registration Statement on Form S-8 filed with the Securities
and Exchange Commission on June 7, 1996 (No. 333-05463).
(p) Polaris Industries Inc. Employee Stock Purchase Plan,
incorporated by reference to the Company's Registration
Statement on Form S-8 filed with the Securities and Exchange
Commission on February 3, 1997 (No. 333-21007).
(q) Form of Change of Control Agreement entered into with
executive officers of Company incorporated by reference to
Exhibit 10(q) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1996.
(r) [RESERVED]
(s) Employment Agreement between the Company and Thomas Tiller
incorporated by reference to Exhibit 10(s) to the Company's
Quarterly Report on Form 10-Q for the period ended June 30,
1998.
(t) Fifth Amendment to Credit Agreement by and between the
Company and U.S. Bank National Association et al. Dated
August 24, 1998, incorporated by reference to Exhibit 10(t)
to the Company's Annual Report on Form 10-K for the year
ended December 31, 1998.
(u) Sixth Amendment to Credit Agreement by and between the
Company and U.S. Bank National Association et al. Dated
December 7, 1998, incorporated by reference to Exhibit 10(u)
to the Company's Annual Report on Form 10-K for the year
ended December 31, 1998.
(v) Seventh Amendment to Credit Agreement by and between the
Company and U.S. Bank National Association et al. Dated May
10, 1999, incorporated by reference to Exhibit 10(v) to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1999.
(w) Eighth Amendment to Credit Agreement by and between the
Company and U.S. Bank National Association et al. Dated
December 22, 1999, incorporated by reference to Exhibit
10(w) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1999.
(x) First Amendment to Joint Venture Agreement between the
Company and TDF dated June 30, 1999, incorporated by
reference to Exhibit 10(x) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1999.
(y) Second Amendment to Joint Venture Agreement between the
Company and TDF dated February 24, 2000, incorporated by
reference to Exhibit 10(y) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1999.
13. Portions of the Annual Report to Security Holders for the
Year Ended December 31, 2000 included pursuant to Note 2 to
General Instruction G.
21. Subsidiaries of Registrant.
23. Consent of Arthur Andersen LLP.
24. Power of Attorney.
</TABLE>
15
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>2
<FILENAME>c60829ex13.txt
<DESCRIPTION>PORTIONS OF ANNUAL REPORT
<TEXT>
<PAGE> 1
11-YEAR SELECTED FINANCIAL DATA in thousands, except per share and per unit data
The selected financial data presented below are qualified in their entirety by,
and should be read in conjunction with, the Consolidated Financial Statements
and Notes thereto and other financial and statistical information referenced
elsewhere herein, including the information referenced under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
<TABLE>
<CAPTION>
For the Years Ended December 31, 2000 1999 1998 1997
- ----------------------------------------------------------------------------------------------------------------------
STATEMENT OF OPERATIONS DATA
Sales data:
<S> <C> <C> <C> <C>
Total sales(3) $1,425,678 $1,328,620 $1,180,648 $ 1,031,470
- ----------------------------------------------------------------------------------------------------------------------
% change from prior year 7% 13% 14% (13%)
- ----------------------------------------------------------------------------------------------------------------------
Sales mix by product:
All-terrain vehicles 59% 57% 56% 45%
- ----------------------------------------------------------------------------------------------------------------------
Snowmobiles 22% 24% 27% 35%
- ----------------------------------------------------------------------------------------------------------------------
Personal watercraft 5% 4% 4% 6%
- ----------------------------------------------------------------------------------------------------------------------
Motorcycles 1% 3% 1% --
- ----------------------------------------------------------------------------------------------------------------------
PG&A 13% 12% 12% 14%
- ----------------------------------------------------------------------------------------------------------------------
Gross profit data:
Total gross profit(3) $ 328,104 $ 298,050 $ 252,344 $ 222,608
- ----------------------------------------------------------------------------------------------------------------------
% of sales 23% 22% 21% 22%
- ----------------------------------------------------------------------------------------------------------------------
Operating expense data:
Amortization of intangibles and noncash compensation $ 12,701 $ 10,472 $ 8,703 $ 5,887
- ----------------------------------------------------------------------------------------------------------------------
Conversion costs -- -- -- --
- ----------------------------------------------------------------------------------------------------------------------
Other operating expenses(1)(3) 193,609 173,932 143,535(1) 123,619
- ----------------------------------------------------------------------------------------------------------------------
% of sales 14% 13% 12% 12%
- ----------------------------------------------------------------------------------------------------------------------
Actual, adjusted,(1) and pro forma data:(2)
Net income $ 82,809 $ 76,326 $ 70,624(1) $ 65,383
- ----------------------------------------------------------------------------------------------------------------------
Diluted net income per share $ 3.50 $ 3.07 $ 2.72(1) $ 2.45
- ----------------------------------------------------------------------------------------------------------------------
CASH FLOW DATA
Cash flow from operating activities $ 107,666 $ 124,354 $ 121,385 $ 102,308
- ----------------------------------------------------------------------------------------------------------------------
Purchase of property and equipment 63,056 65,063 61,532 36,798
- ----------------------------------------------------------------------------------------------------------------------
Repurchase and retirement of common stock 39,622 52,412 37,728 39,903
- ----------------------------------------------------------------------------------------------------------------------
Cash dividends to shareholders 20,648 19,732 18,582 16,958
- ----------------------------------------------------------------------------------------------------------------------
Cash dividends per share $ 0.88 $ 0.80 $ 0.72 $ 0.64
- ----------------------------------------------------------------------------------------------------------------------
Cash distributions declared to partners -- -- -- --
- ----------------------------------------------------------------------------------------------------------------------
Cash distributions declared per unit -- -- -- --
- ----------------------------------------------------------------------------------------------------------------------
BALANCE SHEET DATA
(at end of year)
Cash and cash equivalents $ 2,369 $ 6,184 $ 1,466 $ 1,233
- ----------------------------------------------------------------------------------------------------------------------
Current assets 240,912 214,714 183,840 217,458
- ----------------------------------------------------------------------------------------------------------------------
Total assets 490,186 442,027 378,697 384,746
- ----------------------------------------------------------------------------------------------------------------------
Current liabilities 238,384 233,800 204,964 191,111
- ----------------------------------------------------------------------------------------------------------------------
Borrowings under credit agreement 47,068 40,000 20,500 24,400
- ----------------------------------------------------------------------------------------------------------------------
Shareholders' equity/partners' capital 204,734 168,227 153,233 169,235
======================================================================================================================
</TABLE>
(1) In 1998, Polaris entered into a settlement agreement related to a trade
secret infringement claim brought by Injection Research Specialists, Inc.
The one-time provision for litigation loss of $61.4 million, or $1.53 per
diluted share, has been excluded from the 1998 financial data presented to
assist in comparing the continuing results of operations of the Company
exclusive of the settlement which had no effect on the future operations
of the Company.
(2) The comparability of the information reflected in the Selected Financial
data is materially affected by the conversion from a master limited
partnership to a corporation on December 22, 1994, which resulted in the
Company recording a net deferred tax asset of $65.0 million, conversion
expenses of $12.3 million and a corresponding net increase in 1994 net
income. Pro forma data is presented to assist in comparing the continuing
results of operations of the Company exclusive of the conversion costs and
as if the Company was a taxable corporation for each period presented.
(3) In 2000, the Company adopted Emerging Issues Task Force issue 00-10,
"Accounting for Shipping and Handling Fees and Costs" and Emerging Issues
Task Force issue 00-14, "Accounting for Certain Sales Incentives." Sales,
cost of sales and operating expenses have been adjusted to reflect these
accounting changes. See Note 1 in the Notes to Consolidated Financial
Statements for further details.
12 POLARIS INDUSTRIES INC. 2000
<PAGE> 2
<TABLE>
<CAPTION>
1996 1995 1994 1993 1992 1991 1990
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$1,184,368 $1,104,060 $816,713 $520,197 $376,903 $291,563 $288,943
- -----------------------------------------------------------------------------------------
7% 35% 57% 38% 29% 1% 19%
- -----------------------------------------------------------------------------------------
37% 33% 30% 27% 25% 25% 20%
- -----------------------------------------------------------------------------------------
36% 40% 43% 49% 54% 59% 66%
- -----------------------------------------------------------------------------------------
15% 16% 14% 9% 7% -- --
- -----------------------------------------------------------------------------------------
-- -- -- -- -- -- --
- -----------------------------------------------------------------------------------------
12% 11% 13% 15% 14% 16% 14%
- -----------------------------------------------------------------------------------------
$ 231,020 $ 219,663 $175,211 $127,045 $101,328 $ 85,330 $ 84,352
- -----------------------------------------------------------------------------------------
20% 20% 21% 24% 27% 29% 29%
- -----------------------------------------------------------------------------------------
$ 5,325 $ 5,616 $ 14,321 $ 13,466 $ 11,997 $ 13,108 $ 12,116
- -----------------------------------------------------------------------------------------
-- -- 12,315 -- -- -- --
- -----------------------------------------------------------------------------------------
128,278 112,389 72,913 60,352 48,640 40,504 41,424
- -----------------------------------------------------------------------------------------
11% 10% 9% 12% 13% 14% 14%
- -----------------------------------------------------------------------------------------
$ 62,293 $ 60,776 $ 54,703 $ 33,027 $ 24,602 $ 20,727 $ 20,465
- -----------------------------------------------------------------------------------------
$ 2.24 $ 2.19 $ 1.98 $ 1.21 $ 0.91 $ 0.81 $ 0.79
- -----------------------------------------------------------------------------------------
$ 89,581 $ 77,749 $111,542 $ 78,503 $ 55,316 $ 46,642 $ 54,782
- -----------------------------------------------------------------------------------------
45,336 47,154 32,656 18,946 12,295 15,988 7,158
- -----------------------------------------------------------------------------------------
13,587 -- -- -- -- -- --
- -----------------------------------------------------------------------------------------
16,390 116,639 -- -- -- -- --
- -----------------------------------------------------------------------------------------
$ 0.60 $ 4.27 -- -- -- -- --
- -----------------------------------------------------------------------------------------
-- -- 50,942 47,217 44,507 42,581 42,582
- -----------------------------------------------------------------------------------------
-- -- $ 1.68 $ 1.67 $ 1.67 $ 1.67 $ 1.67
- -----------------------------------------------------------------------------------------
$ 5,812 $ 3,501 $ 62,881 $ 33,798 $ 19,094 $ 20,098 $ 32,025
- -----------------------------------------------------------------------------------------
193,405 175,271 206,489 109,748 74,999 59,200 66,893
- -----------------------------------------------------------------------------------------
351,717 314,436 331,166 180,548 146,681 135,509 138,704
- -----------------------------------------------------------------------------------------
161,387 155,722 161,457 98,055 69,054 52,646 46,602
- -----------------------------------------------------------------------------------------
35,000 40,200 -- -- -- -- --
- -----------------------------------------------------------------------------------------
155,330 118,514 169,709 82,493 77,627 82,863 92,102
=========================================================================================
</TABLE>
2000 POLARIS INDUSTRIES INC. 13
<PAGE> 3
MANAGEMENT'S DISCUSSION AND ANALYSIS of financial condition and results of
operations
The following discussion pertains to the results of operations and financial
position of the Company for each of the three years in the period ended December
31, 2000, and should be read in conjunction with the Consolidated Financial
Statements and the Notes thereto included elsewhere herein.
RESULTS OF OPERATIONS
2000 VS. 1999
Sales increased to $1.426 billion in 2000, representing a seven percent increase
from $1.329 billion in 1999. The increase in sales was primarily due to higher
all-terrain vehicle (ATV) sales, resulting from the eleventh consecutive year of
increased ATV retail sales, and higher Parts, Garments and Accessories (PG&A)
sales.
Sales of ATVs of $843.5 million in 2000 were 12 percent higher than $753.2
million in 1999. The increased sales reflect the continued double-digit growth
of both Polaris and the industry as consumers find new and expanded uses for the
product, as well as the introduction of the new youth ATVs. The increased unit
sales were partially offset by a product mix driven average per unit sales price
decrease. Sales of ATVs comprised 59 percent of total Company sales in 2000
compared to 57 percent in 1999.
Sales of snowmobiles of $311.3 million in 2000 were three percent lower
than $322.4 million in 1999. The decrease was due to lower unit shipments to
dealers after three consecutive winters of poor snow conditions. This decrease
in unit sales was partially offset by a product mix driven increase in the
average per unit sales price. Sales of snowmobiles comprised 22 percent of total
Company sales in 2000 compared to 24 percent in 1999.
Sales of personal watercraft (PWC) of $68.3 million in 2000 were 27 percent
higher than $53.7 million in 1999. The increase was primarily due to shipment
timing as more of the 2001 models were shipped to dealers earlier in 2000 in
advance of the winter boat shows. The average per unit sales price for PWC
remained flat. Sales of PWC comprised five percent of total Company sales in
2000 compared to four percent in 1999.
Sales of Victory motorcycles of $19.4 million in 2000 were 53 percent lower
than $41.2 million in 1999. The decrease relates to a reduction in Victory
shipments to dealers in 2000 in response to lower than expected retail sales.
The average per unit sales price for motorcycles remained flat. Sales of Victory
motorcycles comprised one percent of total Company sales in 2000 compared to
three percent in 1999.
Sales of PG&A of $183.2 million in 2000 were 16 percent higher than $158.1
million in 1999. The increase in PG&A sales was a result of increases in each of
the Parts, Garments and Accessories across all product line categories. ATV PG&A
sales were particularly strong in 2000, increasing 27 percent from 1999. The
Company introduced over 1,100 new PG&A products during 2000 and established a
dedicated PG&A sales force. PG&A sales comprised 13 percent of total Company
sales in 2000, compared to 12 percent in 1999.
Gross profit increased to $328.1 million in 2000, representing a 10 percent
increase over $298.1 million gross profit in 1999. This increase in gross profit
dollars was a result of higher sales volume and an increase in gross profit
margin percentage to 23.0 percent in 2000 from 22.4 percent in 1999. The
increase in gross profit margin percentage was primarily a result of increased
margins in the ATV and Victory product lines due to manufacturing cost
reductions, lower snowmobile promotional expenses, lower warranty costs and the
margin benefit of increased sales of higher margin PG&A. These positive factors
have been somewhat offset by the negative impact of the Japanese yen exchange
rate and the increased amortization of tooling expenditures.
Operating expenses in 2000 increased 12 percent to $206.3 million from
$184.4 million in 1999. Expressed as a percentage of sales, operating expenses
increased to 14.5 percent in 2000 from 13.9 percent in 1999. These increases are
primarily related to a planned increase in expenses to support the Company's
growth and brand recognition initiatives, as well as investments in information
systems, PG&A sales and marketing and international sales. Polaris has continued
to invest in new product development, innovation, and product diversification.
Research and development expenses were $32.4 million (2.3 percent of sales) in
2000 and $31.3 million (2.4 percent of sales) in 1999. In 2000, more than 75
percent of sales came from products introduced in the past three years.
Nonoperating expense (income) increased in 2000 from 1999 due to the
positive financial impact of the Company's equity in the income of Polaris
Acceptance, which is the primary component of the equity in income of
affiliates increase of $4.6 million. This increase was partially offset by a
$3.4 million increase in interest expense resulting from higher average
borrowing levels.
Net income in 2000 was $82.8 million, an increase of eight percent from
$76.3 million in 1999. Net income as a percent of sales was 5.8 percent in 2000,
an increase from 5.7 percent in 1999. Net income per diluted share increased 14
percent to $3.50 in 2000 from $3.07 in 1999.
14 POLARIS INDUSTRIES INC. 2000
<PAGE> 4
1999 VS. 1998
Sales increased to $1.329 billion in 1999, representing a 13 percent increase
from $1.181 billion in 1998. The increase in sales was primarily due to higher
ATV sales, resulting from the tenth consecutive year of increased ATV retail
sales.
Sales of ATVs of $753.2 million in 1999 were 14 percent higher than $657.9
million in 1998. The increased sales reflect the continued double-digit growth
of the industry as consumers find new and expanded uses for the product.
Polaris' growth was consistent with the industry. The average per unit sales
price for the year ended 1999 remained flat compared to the prior year period.
Sales of ATVs comprised 57 percent of total Company sales in 1999 compared to 56
percent in 1998.
Sales of snowmobiles of $322.4 million in 1999 were one percent lower than
$324.6 million in 1998. Snowmobile shipments and the average selling price per
unit in 1999 were both essentially flat compared to the prior year period. Sales
of snowmobiles comprised 24 percent of total Company sales in 1999 compared to
27 percent in 1998.
Sales of PWC of $53.7 million in 1999 were 11 percent higher than $48.2
million in 1998. The increase was attributable to a slight market share increase
driven by the new Genesis model. Sales of PWC comprised four percent of total
Company sales in 1999, the same as in 1998.
Sales of Victory motorcycles of $41.2 million in 1999 were significantly
higher than $10.7 million in 1998. 1999 was the first full year of Victory
production. Sales of Victory motorcycles comprised three percent of total
Company sales in 1999 compared to one percent in 1998.
Sales of PG&A of $158.1 million in 1999 were 14 percent higher than $139.2
million in 1998. The increase in PG&A sales was primarily due to increased parts
shipments for our snowmobile and ATV product lines. PG&A sales comprised 12
percent of total Company sales in 1999, the same as in 1998.
Gross profit increased to $298.1 million in 1999, representing an 18
percent increase over $252.3 million gross profit in 1998. This increase in
gross profit dollars was a result of higher sales volume and an increase in
gross profit margin percentage to 22.4 percent in 1999 from 21.4 percent in
1998. The increase in gross profit margin percentage was primarily a result of
(a) manufacturing cost reductions, (b) increased margins across all product
lines except PWC, and (c) increased sales of higher margin PG&A. These positive
factors have been somewhat offset by shifts in sales mix to ATVs, which have a
lower margin than snowmobiles, and the negative impact of Japanese yen and
Canadian dollar exchange rates.
Polaris has continued to invest in new product development, innovation, and
product diversification. Research and development expenses were $31.3 million
(2.4 percent of sales) in 1999 and $28.4 million (2.4 percent of sales) in 1998.
In addition, Polaris incurred tooling expenditures for new products of $18.3
million in 1999 and $24.8 million in 1998. In 1999, more than 79 percent of
sales came from products introduced in the past three years.
Operating expenses in 1999 increased 21 percent to $184.4 million from
$152.2 million in 1998, excluding the provision for litigation loss. Expressed
as a percentage of sales, operating expenses increased to 13.9 percent in 1999
from 12.9 percent in 1998. These increases are primarily related to a planned
increase in expenses to build the infrastructure to support the Company's growth
and brand recognition initiatives and a higher level of advertising
expenditures. Operating expenses in 1998 included a $61.4 million provision for
litigation loss related to the settlement of the Injection Research Specialists
litigation. This is a one-time charge that does not affect the ongoing
operations of the Company.
The decline in nonoperating expense (income) in 1999 from 1998 primarily
reflects the unfavorability related to Canadian dollar hedging in 1999, which is
the primary component of the other expense (income) change of $5.6 million. This
decline is partially offset by the positive financial impact of the Company's
equity in the income of Polaris Acceptance, which is the primary component of
the equity in (income) of affiliates change of $1.9 million.
The provision for income taxes remained at a rate of 35.5 percent of pretax
income in 1999. Polaris reduced its tax rate beginning in the third quarter of
1998 from 36.0 percent in prior periods as a result of tax planning
opportunities Polaris has taken advantage of.
Net income in 1999 was $76.3 million, up from $31.0 million in 1998,
primarily a result of the 1998 litigation settlement. Net income as a percent of
sales was 5.7 percent in 1999, an increase from 2.6 percent in 1998. Net income
per diluted share increased to $3.07 in 1999 from $1.19 in 1998.
2000 POLARIS INDUSTRIES INC. 15
<PAGE> 5
LIQUIDITY AND CAPITAL RESOURCES
Polaris' primary sources of funds have been cash provided by operating
activities, a $150 million bank line of credit and a dealer floor plan financing
program. Polaris' primary uses of funds have been for cash dividends to
shareholders, repurchase and retirement of common stock, capital investments and
new product development.
During 2000, Polaris generated net cash from operating activities of $107.7
million, which was utilized to fund capital expenditures of $63.1 million, cash
dividends of $20.6 million and the repurchase of common stock of $39.6 million.
During 1999, Polaris generated net cash from operating activities of $124.4
million, which was utilized to fund capital expenditures of $65.1 million, cash
dividends of $19.7 million, and the repurchase of common stock of $52.4 million.
During 1998, Polaris generated net cash from operating activities of $121.4
million, which was utilized to fund capitalized expenditures of $61.5 million,
cash dividends of $18.6 million and the repurchase of common stock of $37.7
million.
The seasonality of production and shipments causes working capital
requirements to fluctuate during the year. Polaris has a $150 million unsecured
bank line of credit arrangement maturing on March 31, 2002. The arrangement
provides borrowing for working capital needs and the repurchase and retirement
of common stock. Borrowings under the line of credit bear interest, 7.30 percent
at December 31, 2000, based on LIBOR or "prime" rates. At December 31, 2000,
Polaris had total borrowings under the line of credit of $47.1 million compared
to $40.0 million at December 31, 1999. In addition, at December 31, 2000,
Polaris had letters of credit outstanding of $8.3 million related to purchase
obligations for raw materials.
The Polaris Board of Directors has authorized the cumulative repurchase of
up to 7.5 million shares of the Company's common stock. During 2000, Polaris
paid $39.6 million to repurchase and retire 1.2 million shares. Polaris had 1.7
million shares available to repurchase under the Board of Directors
authorization as of December 31, 2000.
A wholly owned subsidiary of Polaris is a partner with Transamerica
Distribution Finance in Polaris Acceptance. Polaris Acceptance provides floor
plan financing to Polaris' dealers and distributors and provides other financial
services to dealers, distributors and retail customers of Polaris including
retail credit, extended service contracts and insurance. Polaris has a 50
percent equity interest in Polaris Acceptance and was responsible for 50 percent
of the outstanding indebtedness of Polaris Acceptance. In February 2000, the
term of the partnership agreement was extended; in consideration thereof,
Polaris is no longer required to guarantee the outstanding indebtedness of
Polaris Acceptance.
Polaris has arrangements with certain finance companies, including Polaris
Acceptance, to provide floor plan financing for its distributors and dealers.
These arrangements provide liquidity by financing distributor and dealer
purchases of Polaris products without the use of Polaris' working capital.
Substantially all of the sales of snowmobiles, ATVs, motorcycles and PWC and
related Parts, Garments and Accessories are financed under these arrangements
whereby Polaris receives payment within a few days of shipment of the product.
The amount financed by distributors and dealers under these arrangements at
December 31, 2000 and 1999, was approximately $502.0 million and $472.0 million,
respectively. Polaris participates in the cost of dealer and distributor
financing up to certain limits. Polaris has agreed to repurchase products
repossessed by the finance companies to an annual maximum of 15 percent of the
average amount outstanding during the prior calendar year. Polaris' financial
exposure under these agreements is limited to the difference between the amount
paid to the finance companies and the amount received on the resale of the
repossessed product. No material losses have been incurred under these
agreements. However, an adverse change in retail sales could cause this
situation to change and thereby require Polaris to repurchase financed units.
Polaris has made significant capital investments to increase production
capacity, quality, and efficiency, and for new product development and
diversification. Improvements in manufacturing and distribution capacity
include: (a) tooling expenditures for new product development across all product
lines of $22.4 million during 2000, (b) continued investments of $7.2 million in
returnable crates, which not only reduce costs but also are environmentally
friendly and (c) the investment in the new corporate headquarters, which was
completed in early 2000. Polaris anticipates that capital expenditures,
including tooling, for 2001 will range from $65 million to $75 million.
Management believes that existing cash balances, cash flows to be generated
from operating activities and available borrowing capacity under the line of
credit arrangement will be sufficient to fund operations, regular dividends,
share repurchases, and capital expenditure requirements for 2001. At this time,
management is not aware of any factors that would have a material adverse impact
on cash flow beyond 2001.
Injection Research Specialists ("IRS") commenced an action in 1990 against
Polaris and Fuji Heavy Industries, Ltd. ("Fuji"), one of Polaris' engine
suppliers, in Colorado Federal Court alleging various claims relating to
electronic fuel injection systems for snowmobiles. In October 1998, following
the entry of judgment against Polaris for $34.0 million (before pre- and
post-judgement interest) and affirmance thereof by the Federal Court of Appeals,
IRS, Polaris and Fuji entered into a confidential settlement agreement to settle
all outstanding claims between the parties. The resulting provision for
litigation loss of $61.4 million was reflected as an operating expense in the
accompanying consolidated statement of operations for the year ended December
31, 1998. Polaris no longer uses any of the technology in dispute.
16 POLARIS INDUSTRIES INC. 2000
<PAGE> 6
INFLATION AND EXCHANGE RATES
Polaris does not believe that inflation has had a material impact on the results
of its operations. However, the changing relationships of the U.S. dollar to the
Canadian dollar and Japanese yen have had a material impact from time-to-time.
During 2000, purchases totaling 16 percent of Polaris cost of sales were
from Japanese yen denominated suppliers. The weakening of the U.S. dollar in
relation to the Japanese yen since mid-1998 has resulted in higher raw material
purchase prices. Polaris' cost of sales in 2000 was negatively impacted by the
Japanese yen exchange rate fluctuation when compared to the prior year. The
dollar has began to strengthen in relation to the yen in early 2001, and in view
of the foreign exchange hedging contracts currently in place, Polaris
anticipates that the yen-dollar exchange rate will have a positive impact on
cost of sales during 2001 when compared to 2000.
Polaris operates in Canada through a wholly owned subsidiary. Sales of the
Canadian subsidiary comprised 11 percent of total Company sales in 2000. Polaris
utilizes foreign exchange hedging contracts to manage its exposure to the
Canadian dollar. The U.S. dollar weakened slightly in relation to the Canadian
dollar in 2000 resulting in a positive financial impact on Polaris' gross
margins when compared to 1999. In view of the currently weakening Canadian
dollar and the foreign exchange hedging contracts currently in place, Polaris
anticipates a negative impact on net income during 2001 when compared to 2000.
In the past, Polaris has been a party to, and in the future may enter into,
foreign exchange hedging contracts for each of the Japanese yen, Euro, Taiwan
dollar and the Canadian dollar to minimize the impact of exchange rate
fluctuations within each year. At December 31, 2000, Polaris had open Japanese
yen foreign exchange hedging contracts with notional amounts totaling $65.0
million U.S. dollars which mature throughout 2001.
Since 1995, Polaris has been manufacturing its own engines for selected
models of PWC, motorcycles and snowmobiles at its Osceola, Wisconsin facility.
Also, in 1995, Polaris entered into an agreement with Fuji Heavy Industries Ltd.
to form Robin Manufacturing U.S.A., Inc. ("Robin"). Under the terms of the
agreement, Polaris has a 40 percent ownership interest in Robin, which builds
engines in the United States for recreational and industrial products. Potential
advantages to Polaris of having these additional sources of engines include
reduced foreign exchange risk, lower shipping costs and less dependence in the
future on a single supplier for engines.
Certain matters discussed in this report are "forward-looking statements"
intended to qualify for the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These "forward-looking statements" can generally
be identified as such because the context of the statement will include words
such as the Company or management "believes," "anticipates," "expects,"
"estimates" or words of similar import. Similarly, statements that describe the
Company's future plans, objectives or goals are also forward-looking.
Shareholders, potential investors and others are cautioned that all
forward-looking statements involve risks and uncertainty that could cause
results to differ materially from those anticipated by some of the statements
made herein. In addition to the factors discussed above, among the other factors
that could cause actual results to differ materially are the following: product
offerings and pricing strategies by competitors; future conduct of litigation
processes; warranty expenses; foreign currency exchange rate fluctuations;
environmental and product safety regulatory activity; effects of weather;
uninsured product liability claims; and overall economic conditions, including
inflation and consumer confidence and spending.
2000 POLARIS INDUSTRIES INC. 17
<PAGE> 7
CONSOLIDATED BALANCE SHEETS in thousands, except per share data
<TABLE>
<CAPTION>
December 31, 2000 1999
- -----------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 2,369 $ 6,184
Trade receivables 56,130 53,293
Inventories 143,491 118,062
Prepaid expenses and other 4,922 6,175
Deferred tax assets 34,000 31,000
- -----------------------------------------------------------
Total current assets 240,912 214,714
- -----------------------------------------------------------
PROPERTY AND EQUIPMENT
Land, buildings and improvements 51,135 38,616
Equipment and tooling 267,484 236,951
- -----------------------------------------------------------
318,619 275,567
Less accumulated depreciation (150,755) (124,645)
- -----------------------------------------------------------
Net property and equipment 167,864 150,922
- -----------------------------------------------------------
INVESTMENTS IN AFFILIATES 48,318 38,310
DEFERRED TAX ASSETS 11,384 16,000
INTANGIBLE ASSETS, NET 21,708 22,081
- -----------------------------------------------------------
TOTAL ASSETS $ 490,186 $ 442,027
===========================================================
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.
18 POLARIS INDUSTRIES INC. 2000
<PAGE> 8
<TABLE>
<CAPTION>
December 31, 2000 1999
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 89,498 $ 91,805
Accrued expenses:
Compensation 25,000 35,291
Warranties 34,216 40,392
Sales promotions 21,116 19,999
Other 52,657 32,900
Income taxes payable 15,897 13,413
- -------------------------------------------------------------------------------------------------------------
Total current liabilities 238,384 233,800
- -------------------------------------------------------------------------------------------------------------
BORROWINGS UNDER CREDIT AGREEMENT 47,068 40,000
- -------------------------------------------------------------------------------------------------------------
Total liabilities 285,452 273,800
- -------------------------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Preferred stock $0.01 par value, 20,000 shares authorized, no shares issued
and outstanding -- --
Common stock $0.01 par value, 80,000 shares authorized, 23,542 and 24,226 shares
issued and outstanding 235 242
Additional paid-in capital -- 8,987
Deferred compensation (3,300) (7,818)
Compensation payable in common stock -- 5,975
Retained earnings 207,613 160,841
Accumulated other comprehensive income 186 --
- -------------------------------------------------------------------------------------------------------------
Total shareholders' equity 204,734 168,227
- -------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 490,186 $ 442,027
=============================================================================================================
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.
2000 POLARIS INDUSTRIES INC. 19
<PAGE> 9
CONSOLIDATED STATEMENTS OF OPERATIONS in thousands, except per share data
<TABLE>
<CAPTION>
For the Years Ended December 31, 2000 1999 1998
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Sales $ 1,425,678 $ 1,328,620 $ 1,180,648
Cost of sales 1,097,574 1,030,570 928,304
- ------------------------------------------------------------------------------------------
Gross profit 328,104 298,050 252,344
- ------------------------------------------------------------------------------------------
Operating expenses:
Selling and marketing 122,028 112,116 92,745
Research and development 32,360 31,311 28,387
General and administrative 51,922 40,977 31,106
Provision for litigation loss (Note 8) -- -- 61,409
- ------------------------------------------------------------------------------------------
Total operating expenses 206,310 184,404 213,647
- ------------------------------------------------------------------------------------------
Operating income 121,794 113,646 38,697
Nonoperating expense (income):
Interest expense 7,704 4,285 2,959
Equity in (income) of affiliates (14,350) (9,745) (7,819)
Other expense (income), net 54 771 (4,805)
- ------------------------------------------------------------------------------------------
Income before income taxes 128,386 118,335 48,362
Provision for income taxes 45,577 42,009 17,347
- ------------------------------------------------------------------------------------------
Net income $ 82,809 $ 76,326 $ 31,015
==========================================================================================
Basic net income per share $ 3.52 $ 3.09 $ 1.20
==========================================================================================
Diluted net income per share $ 3.50 $ 3.07 $ 1.19
==========================================================================================
Weighted average number of common
and common equivalent shares outstanding:
Basic 23,501 24,732 25,917
- ------------------------------------------------------------------------------------------
Diluted 23,666 24,900 25,986
==========================================================================================
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
20 POLARIS INDUSTRIES INC. 2000
<PAGE> 10
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
AND COMPREHENSIVE INCOME in thousands
<TABLE>
<CAPTION>
Accumulated
Additional Compensation Other
Common Paid-in Deferred Payable in Retained Comprehensive
Stock Capital Compensation Common Stock Earnings Income Total
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1997 $ 260 $ 72,955 $(3,133) $ 7,346 $ 91,807 -- $ 169,235
First Rights conversion
to stock 1 1,841 -- (1,864) -- -- (22)
Employee stock compensation 3 11,543 (3,593) 1,362 -- -- 9,315
Cash dividends -- -- -- -- (18,582) -- (18,582)
Repurchase and retirement
of common shares (11) (37,717) -- -- -- -- (37,728)
Net income -- -- -- -- 31,015 -- 31,015
- -----------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1998 253 48,622 (6,726) 6,844 104,240 -- 153,233
First Rights conversion
to stock -- 323 -- (286) 7 -- 44
Employee stock compensation 4 12,439 (1,092) (583) -- -- 10,768
Cash dividends -- -- -- -- (19,732) -- (19,732)
Repurchase and retirement
of common shares (15) (52,397) -- -- -- -- (52,412)
Net income -- -- -- -- 76,326 -- 76,326
- -----------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1999 242 8,987 (7,818) 5,975 160,841 -- 168,227
Employee stock compensation 5 15,234 4,518 (5,975) -- -- 13,782
Cash dividends -- -- -- -- (20,648) -- (20,648)
Repurchase and retirement
of common shares (12) (24,220) -- -- (15,389) -- (39,622)
Comprehensive income:
Net income -- -- -- -- 82,809 -- --
Foreign currency translation
adjustments -- -- -- -- -- 186 --
Total comprehensive income -- -- -- -- -- -- 82,995
- -----------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2000 $ 235 $ -- $(3,300) $ -- $ 207,613 $186 $ 204,734
=======================================================================================================================
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
2000 POLARIS INDUSTRIES INC. 21
<PAGE> 11
CONSOLIDATED STATEMENTS OF CASH FLOWS in thousands
<TABLE>
<CAPTION>
For the Years Ended December 31, 2000 1999 1998
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 82,809 $ 76,326 $ 31,015
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 46,997 39,281 36,192
Noncash compensation 11,820 9,586 7,808
Equity in (income) of affiliates (14,350) (9,745) (7,819)
Deferred income taxes 1,616 3,000 5,000
Changes in current operating items:
Trade receivables (2,837) (10,258) (443)
Inventories (25,429) (10,626) 32,108
Accounts payable (2,307) 14,547 16,231
Accrued expenses 4,407 7,887 6,828
Income taxes payable 2,484 6,402 (9,206)
Others, net 2,456 (2,046) 3,671
- ----------------------------------------------------------------------------------------------------
Net cash provided by operating activities 107,666 124,354 121,385
====================================================================================================
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (63,056) (65,063) (61,532)
Investments in and advances to affiliates (8,857) (11,366) (9,112)
Distributions and repayments to affiliates 13,199 9,437 9,702
Other (512) -- --
- ----------------------------------------------------------------------------------------------------
Net cash used for investing activities (59,226) (66,992) (60,942)
====================================================================================================
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings under credit agreement 502,621 501,275 338,200
Repayments under credit agreement (495,553) (481,775) (342,100)
Repurchase and retirement of common shares (39,622) (52,412) (37,728)
Cash dividends to shareholders (20,648) (19,732) (18,582)
Other 947 -- --
- ----------------------------------------------------------------------------------------------------
Net cash used for financing activities (52,255) (52,644) (60,210)
====================================================================================================
Increase (decrease) in cash and cash equivalents (3,815) 4,718 233
CASH AND CASH EQUIVALENTS
Beginning 6,184 1,466 1,233
- ----------------------------------------------------------------------------------------------------
Ending $ 2,369 $ 6,184 $ 1,466
====================================================================================================
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid during the year $ 40,957 $ 36,620 $ 24,731
- ----------------------------------------------------------------------------------------------------
Income taxes paid during the year $ 43,044 $ 38,651 $ 21,475
====================================================================================================
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
22 POLARIS INDUSTRIES INC. 2000
<PAGE> 12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Polaris Industries Inc. ("Polaris" or the "Company") a Minnesota corporation,
and its subsidiaries, are engaged in a single industry segment consisting of the
design, engineering, manufacturing and marketing of innovative, high-quality,
high-performance motorized products for recreation and utility use, including
all-terrain vehicles, snowmobiles, motorcycles and personal watercraft. Polaris
products, together with related Parts, Garments and Accessories, are sold
worldwide through a network of dealers, distributors and its subsidiaries.
BASIS OF PRESENTATION: All significant intercompany transactions and balances
have been eliminated in consolidation. Certain numbers previously reported in
the 1999 and 1998 financial statements have been reclassified to conform to 2000
presentation. These reclassifications had no effect on previously reported net
income or shareholders' equity.
USE OF ESTIMATES: The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of sales and
expenses during the reporting period. Ultimate results could differ from those
estimates.
FOREIGN OPERATIONS: The following data relates to Polaris' foreign
operations (in millions of United States dollars):
<TABLE>
<CAPTION>
For the Years Ended December 31, 2000 1999 1998
- -----------------------------------------------------------------
<S> <C> <C> <C>
Canadian subsidiary:
Sales $ 151.9 $ 145.9 $ 140.0
Operating income 2.8 3.1 3.0
Identifiable assets 22.3 23.6 18.9
Other export sales $ 83.3 $ 68.3 $ 61.7
=================================================================
</TABLE>
CASH EQUIVALENTS: Polaris considers all highly liquid investments purchased with
an original maturity of 90 days or less to be cash equivalents. Such investments
have consisted principally of commercial paper and money market mutual funds.
FAIR VALUE OF FINANCIAL INSTRUMENTS: Except as noted, the carrying value of all
financial instruments approximates their fair value.
INVENTORIES: Inventories are stated at the lower of cost (first-in, first-out
method) or market. The major components of inventories are as follows (in
millions):
<TABLE>
<CAPTION>
December 31, 2000 1999
- -------------------------------------------------------------
<S> <C> <C>
Raw materials and purchased components $ 27.7 $ 28.0
Service Parts, Garments and Accessories 50.4 50.6
Finished goods 65.4 39.5
- -------------------------------------------------------------
$ 143.5 $ 118.1
=============================================================
</TABLE>
PROPERTY AND EQUIPMENT: Property and equipment is stated at cost. Depreciation
is provided using the straight-line method over the estimated useful life of the
respective assets, ranging from 10-40 years for buildings and improvements and
from 1-7 years for equipment and tooling. Fully depreciated tooling is
eliminated from the accounting records annually.
INTANGIBLE ASSETS: Intangible assets are stated net of accumulated amortization
totaling $13.3 million at December 31, 2000, and $12.5 million at December 31,
1999, and consist principally of cost in excess of the net assets of the
business acquired which is amortized on a straight-line basis over 5-40 years.
Other intangible assets are amortized using the straight-line method over their
estimated useful lives ranging from 5-17 years.
Polaris periodically assesses the amortization period and recoverability of
the carrying amount of its intangible assets to determine potential impairment
based upon future undiscounted cash flows from the related business. To date,
management has determined no such impairment exists.
PRODUCT WARRANTIES: Polaris provides for estimated warranty costs at the time of
sale to the dealer or distributor customer and for other costs associated with
specific items at the time their existence and amounts are determinable.
FOREIGN CURRENCY: Polaris' Canadian and Australian subsidiaries use the United
States dollar as their functional currencies. Polaris' French subsidiary uses
the French franc as its functional currency. Assets and liabilities are
translated at the foreign exchange rates in effect at the balance sheet date.
Revenues and expenses are translated at the average foreign exchange rate in
effect. Translation and exchange gains and losses are reflected in the results
of operations for the Canadian and Australian subsidiaries and are reflected as
accumulated other comprehensive income in the equity section of the balance
sheet for the French subsidiary.
Polaris enters into foreign exchange contracts to manage currency exposures
of its purchase commitments denominated in foreign currencies and transfers of
funds from its Canadian subsidiary. Polaris does not use any financial contracts
for trading purposes. These contracts are accounted
2000 POLARIS INDUSTRIES INC. 23
<PAGE> 13
for as hedges, thus market value gains and losses are recognized at the time of
purchase or transfer of funds, respectively. The criteria to determine if hedge
accounting is appropriate are (1) the designation of a hedge to an underlying
exposure, (2) whether or not overall risk is reduced and (3) if there is a
correlation between the value of the foreign exchange contract and the
underlying exposure. Gains and losses related to purchase commitments are
recorded as adjustments to cost of sales while gains and losses related to
transfers of funds are recorded as other expense (income) on the accompanying
statements of operations. At December 31, 2000, Polaris had open Japanese yen
foreign exchange contracts with notional amounts totaling $65.0 million United
States dollars which mature throughout 2001. The fair value of these foreign
exchange contacts was a liability of $2.7 million as of December 31, 2000.
REVENUE RECOGNITION: Revenues are recognized at the time of shipment to the
dealer or distributor. Product returns, whether in the normal course of business
or resulting from repossession under its customer financing program (Note 2),
have not been material. Polaris provides for estimated sales promotion expenses
at the time of sale to the dealer or distributor customer.
COMPREHENSIVE INCOME: Comprehensive income reflects the change in equity of a
business enterprise during a period from transactions and other events and
circumstances from nonowner sources. For the Company, comprehensive income
represents net income adjusted for foreign currency translation adjustments. The
Company has chosen to disclose comprehensive income in the accompanying
consolidated statements of shareholders equity and comprehensive income.
MAJOR SUPPLIER: During 2000, 1999, and 1998, purchases of engines and related
components totaling 15, 15 and 12 percent respectively of Polaris' cost of sales
were from a single Japanese supplier. Polaris has agreed with the supplier to
share the impact of fluctuations in the exchange rate between the United States
dollar and the Japanese yen.
NEW ACCOUNTING PRONOUNCEMENTS: Polaris adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," on January 1, 2001. SFAS No. 133
establishes accounting and reporting standards requiring that every derivative
instrument, including certain derivative instruments embedded in other
contracts, be recorded in the balance sheet as either an asset or liability
measured at its fair value. SFAS No. 133 requires that changes in the
derivative's fair value be recognized currently in earnings unless specific
hedge criteria are met, and requires that a company must formally document,
designate and assess the effectiveness of transactions that receive hedge
accounting. Polaris has performed an analysis of this pronouncement and believes
the adoption of SFAS No. 133 will not have a material impact on Polaris'
financial position or results of operations.
Polaris adopted Emerging Issues Task Force Issue 00-10 (EITF 00-10),
"Accounting for Shipping and Handling Fees and Costs," in 2000. EITF 00-10
requires amounts billed to customers related to shipping and handling to be
classified as sales and the actual shipping and handling costs to be classified
as cost of sales. Polaris had previously netted these amounts in sales. The
adoption of EITF 00-10 by the Company resulted in a reclassification of freight
expense from net sales to cost of goods sold of $47.3 million, $37.1 million and
$29.7 million in 2000, 1999 and 1998, respectively.
Polaris adopted Emerging Issues Task Force Issue 00-14 (EITF 00-14),
"Accounting for Certain Sales Incentives," in 2000. EITF 00-14 requires, among
other things, that cash sales incentives be classified as a reduction of sales
and sales incentives that involve a free product or service delivered at the
time of sale be classified as a cost of sale. Polaris had previously classified
all sales incentives as selling and marketing expense. The adoption of EITF
00-14 by the Company resulted in reclassification of cash sales incentives to
net sales of $25.0 million, $29.6 million and $24.5 million in 2000, 1999 and
1998, respectively, and the reclassification of free product incentives to cost
of sales of $4.4 million, $0.7 million and $1.4 million in 2000, 1999 and 1998,
respectively.
NOTE 2 FINANCING
BANK FINANCING: Polaris is a party to an unsecured bank line of credit
arrangement under which it may borrow up to $150 million until maturity.
Interest is charged at rates based on LIBOR or "prime" and the agreement expires
on March 31, 2002, at which time the outstanding balance is due. The Company was
in compliance with all covenants related to the line of credit at December 31,
2000. The following summarizes activity under Polaris' credit arrangement (in
millions):
<TABLE>
<CAPTION>
2000 1999
- -------------------------------------------------------------------
<S> <C> <C>
Total borrowings at December 31 $ 47.1 $ 40.0
Average outstanding borrowings during year $ 112.1 $ 80.5
Maximum outstanding borrowings during year $ 149.0 $ 131.5
Interest rate at December 31 7.30% 6.16%
===================================================================
</TABLE>
Polaris has entered into interest rate swap agreements to manage exposures
to fluctuations in interest rates. The effect of these agreements is to fix the
interest rate at 5.80 percent for $20 million of borrowings under the credit
line until July 2002 and at 7.21 percent for $18 million of borrowings under the
credit line until July 2007. The fair value of the interest rate swaps were a
liability of $1.3 million as of December 31, 2000.
LETTERS OF CREDIT: At December 31, 2000, Polaris had open letters of credit
totaling approximately $8.3 million. The amounts outstanding are reduced as
inventory purchases pertaining to the contracts are received.
CUSTOMER FINANCING PROGRAM: Certain finance companies, including Polaris
Acceptance, an affiliate (Note 6), provide floor plan financing to distributors
and dealers on the purchase of Polaris products. The amount financed by
distributors and dealers under these arrangements at December 31, 2000, was
approximately $502.0 million. Polaris has agreed to repurchase products
repossessed by the finance companies up to an annual maximum of 15 percent of
the average amounts outstanding during the prior calendar year. Polaris'
financial exposure under these arrangements is limited to the difference between
the amount paid to the finance companies for repurchases and the amount received
on the resale of the repossessed product. No material losses have been incurred
under these agreements during the periods presented. As a part of its marketing
program, Polaris contributes to the cost of dealer and distributor financing up
to certain limits and subject to certain conditions. Such expenditures are
included with selling and marketing expenses in the accompanying statements of
operations.
24 POLARIS INDUSTRIES INC. 2000
<PAGE> 14
INVESTOR INFORMATION
INDEPENDENT AUDITORS
Arthur Andersen LLP
Minneapolis, MN
DIVIDENDS
Communications concerning transfer requirements, address changes, dividends and
lost certificates, as well as requests for Dividend Reinvestment Plan enrollment
information, should be addressed to:
Wells Fargo Bank Minnesota, N.A.
161 North Concord Exchange
South St. Paul, MN 55075-0738
1-800-468-9716
stocktransfer@wellsfargo.com
FORM 10-K
The Form 10-K annual report to the Securities and Exchange Commission is
available without charge to shareholders upon written request to:
Investor Relations
Polaris Industries Inc.
2100 Highway 55
Medina, MN 55340
ANNUAL SHAREHOLDERS' MEETING
The meeting will be held at 9 a.m., Thursday, May 3, 2001, at the Polaris
Industries Inc. corporate headquarters, 2100 Highway 55, Medina, Minn. A proxy
statement will be mailed on or about March 20, 2001 to each shareholder of
record on March 20, 2001.
PRODUCT BROCHURES
For product brochures and dealer locations write or call:
Polaris Industries Inc.
2100 Highway 55
Medina, MN 55340
1-800-Polaris (1-800-765-2747)
INTERNET ACCESS
To view the Company's annual report and financial information, products and
specifications, press releases, and dealer locations, access Polaris on the
Internet at:
www.polarisindustries.com
www.victory-usa.com
SUMMARY OF TRADING
<TABLE>
<CAPTION>
For the Year Ended December 31,
-----------------------------------------
2000 1999
- ------------------------------------------------------
Quarter HIGH LOW High Low
- ------------------------------------------------------
<S> <C> <C> <C> <C>
First $ 36.25 $ 25.56 $ 39.94 $ 27.00
Second 32.94 27.63 45.69 29.94
Third 36.25 29.19 45.00 33.75
Fourth 42.06 32.06 40.13 32.50
- ------------------------------------------------------
</TABLE>
STOCK EXCHANGES
Shares of common stock of Polaris Industries Inc. trade on the New York Stock
Exchange and on the Pacific Stock Exchange under the symbol PII.
CASH DIVIDENDS DECLARED
<TABLE>
<CAPTION>
Quarter 2000 1999
- ------------------------------------------------------
<S> <C> <C>
First $0.22 $0.20
Second 0.22 0.20
Third 0.22 0.20
Fourth 0.22 0.20
- ------------------------------------------------------
Total 0.88 0.80
- ------------------------------------------------------
</TABLE>
Shareholders of record of the Company's common stock on March 1, 2001: 2,731.
Share price on March 1, 2001: $46.25.
PII
LISTED
NYSE
THE NEW YORK STOCK EXCHANGE
[POLARIS LOGO]
Polaris Industries Inc
2100 Highway 55
Medina, MN 55340
763-542-0500
763-542-0599 fax
<PAGE> 15
NOTE 3 INCOME TAX MATTERS
Components of Polaris' provision for income taxes are as follows (in millions):
<TABLE>
<CAPTION>
For the Years Ended December 31, 2000 1999 1998
- -----------------------------------------------------------------
<S> <C> <C> <C>
Current:
Federal $ 41.3 $ 36.1 $ 10.4
State 2.3 1.6 0.7
Foreign 0.4 1.3 1.2
Deferred 1.6 3.0 5.0
- -----------------------------------------------------------------
Total $ 45.6 $ 42.0 $ 17.3
=================================================================
</TABLE>
Reconciliation of the Federal statutory income tax rate to the
effective tax rate is as follows:
<TABLE>
<CAPTION>
For the Years Ended December 31, 2000 1999 1998
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Federal statutory rate 35.0% 35.0% 35.0%
State income taxes (net of federal benefit) 2.0 1.5 2.5
Other permanent differences (1.5) (1.0) (1.6)
- -----------------------------------------------------------------------------
Effective income tax rate 35.5% 35.5% 35.9%
=============================================================================
</TABLE>
Polaris utilizes the liability method of accounting for income taxes
whereby deferred taxes are determined based on the estimated future tax effects
of differences between the financial statement and tax bases of assets and
liabilities given the provisions of enacted tax laws. The net deferred tax
assets consist of the following (in millions):
<TABLE>
<CAPTION>
December 31, 2000 1999 1998
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
Current deferred tax assets:
Inventories $ 4.9 $ 4.1 $ 4.1
Accrued expenses 29.1 26.9 24.9
- ----------------------------------------------------------------------------
Total current 34.0 31.0 29.0
- ----------------------------------------------------------------------------
Noncurrent deferred tax assets/liabilities:
Cost in excess of net assets
of business acquired 21.1 23.0 25.2
Property and equipment (13.7) (8.9) (4.9)
Compensation payable in
common stock 4.0 1.9 0.7
- ----------------------------------------------------------------------------
Total noncurrent 11.4 16.0 21.0
- ----------------------------------------------------------------------------
Total $ 45.4 $ 47.0 $ 50.0
============================================================================
</TABLE>
NOTE 4 STOCK-BASED COMPENSATION AND SAVINGS PLAN
The Company sponsors a 401(k) retirement savings plan under which eligible U.S.
employees may choose to contribute up to 15 percent of eligible compensation on
a pre-tax basis, subject to certain IRS limitations. The Company matches 100
percent of employee contributions up to a maximum of five percent of eligible
compensation. Matching contributions were $5.3 million, $5.0 million and $3.8
million in 2000, 1999 and 1998, respectively.
Polaris maintains a stock option plan (Option Plan) under which incentive
and nonqualified stock options for a maximum of 2.35 million shares of common
stock may be issued to certain employees. Options granted to date generally vest
three years from the award date and expire after ten years.
Polaris maintains a broad based stock option plan (Broad Based Plan) under
which incentive stock options for a maximum of 350,000 shares of common stock
may be issued to substantially all Polaris employees. Options vest three years
from the award date and expire after ten years. Options were granted under this
plan during 1999 at an exercise price of $31.56.
Polaris maintains a restricted stock plan (Restricted Plan) under which a
maximum of 800,000 shares of common stock may be awarded as an incentive to
certain employees with no cash payments required from the recipient. The
restrictions lapse after a three to four year period for awards issued prior to
2000 if Polaris achieves certain performance measures. Awards issued in 2000 did
not contain performance measures. Shares of restricted stock granted, net of
lapsed and forfeited shares, totaled 116,995, 133,440 and 119,160 in 2000, 1999
and 1998, respectively.
Polaris sponsors a qualified non-leveraged Employee Stock Ownership Plan
(ESOP) under which a maximum of 1.25 million shares of common stock can be
awarded. The shares are allocated to eligible participants accounts based on
total cash compensation earned during the calendar year. The shares vest
immediately with no required cash payment from the recipient. Substantially all
U.S. employees are eligible to participate in the ESOP. Total expense related to
the ESOP was $5.9 million, $6.2 million, and $6.8 million in 2000, 1999, and
1998, respectively. As of December 31, 2000 there were 635,777 shares vested in
the plan.
The following summarizes activity in the Option and Broad Based Plans, and
the weighted average exercise price for the Option Plan:
<TABLE>
<CAPTION>
Broad
Option Plan Based Plan
------------------------------------
Exercise
Shares Price* Shares
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Outstanding as of December 31, 1997 495,743 $29.33 --
Granted 691,590 $40.15 --
Exercised/converted (33,425) $29.00 --
Forfeited (76,183) $30.94 --
- ------------------------------------------------------------------------------
Outstanding as of December 31, 1998 1,077,725 $36.17 --
Granted 311,970 $32.47 337,900
Exercised/lapsed (29,768) $29.54 --
Forfeited (19,774) $31.50 (19,300)
- ------------------------------------------------------------------------------
Outstanding as of December 31, 1999 1,340,153 $35.06 318,600
Granted 410,300 $29.96 --
Exercised/lapsed (31,931) $27.30 --
Forfeited (52,808) $31.94 (29,100)
- ------------------------------------------------------------------------------
Outstanding as of December 31, 2000 1,665,714 $34.42 289,500
==============================================================================
Exercisable/vested as
of December 31, 2000 328,704 $29.37 --
==============================================================================
</TABLE>
* Weighted average
Shares outstanding under the Option Plan have exercise prices ranging from
$25.75 to $49.45 and a weighted average remaining contractual life of 7.6 years.
Polaris maintains a nonqualified deferred compensation plan (Director Plan)
under which directors who are not Polaris officers or employees can elect to
receive common stock equivalents in lieu of director's fees, which will be
converted into common stock when board service ends. A maximum of 75,000 shares
of common stock has been authorized under this plan and 34,266 shares have been
earned as of December 31, 2000.
2000 POLARIS INDUSTRIES INC. 25
<PAGE> 16
Polaris accounts for all stock based compensation plans under APB Opinion
No. 25, under which compensation costs of $11.8 million, $9.6 million, and $7.8
million were recorded in 2000, 1999 and 1998, respectively. Had compensation
costs for these plans been recorded at fair value consistent with the
methodology prescribed by SFAS No. 123 "Accounting for Stock-Based
Compensation," Polaris' net income and net income per share would have been
reduced to the following pro forma amounts:
<TABLE>
<CAPTION>
2000 1999 1998
- ----------------------------------------------------------------
<S> <C> <C> <C>
Net income (in millions):
As reported $ 82.8 $ 76.3 $ 31.0
Pro forma 79.6 73.5 29.3
Net income per share:
As reported $ 3.50 $ 3.07 $ 1.19
Pro forma 3.37 2.95 1.13
================================================================
</TABLE>
The fair value of each award under the Option Plan is estimated on the date
of grant using the Black-Scholes option-pricing model. The following assumptions
were used to estimate the fair value of options:
<TABLE>
<CAPTION>
2000 1999 1998
- ----------------------------------------------------------
<S> <C> <C> <C>
Risk free interest rate 6.4% 6.6% 5.6%
Expected life 7 YEARS 7 years 7 years
Expected volatility 18% 23% 14%
Expected dividend yield 2.4% 2.2% 2.0%
==========================================================
</TABLE>
The weighted average fair values at the grant dates of shares awarded under
the above plans are as follows:
<TABLE>
<CAPTION>
2000 1999 1998
- -------------------------------------------------------
<S> <C> <C> <C>
Option Plan $ 6.73 $ 8.99 $ 5.57
Restricted Plan $ 29.96 $ 32.47 $ 34.89
ESOP $ 33.04 $ 36.25 $ 39.19
Broad Based Plan $ -- $ 8.99 $ --
=======================================================
</TABLE>
NOTE 5 SHAREHOLDERS' EQUITY
STOCK REPURCHASE PROGRAM: The Polaris Board of Directors has authorized the
cumulative repurchase of up to 7.5 million shares of the Company's common stock.
During 2000, Polaris paid $39.6 million to repurchase and retire 1.2 million
shares. Cumulative repurchases through December 31, 2000 are 5.8 million shares
for $183.3 million.
SHAREHOLDER RIGHTS PLAN: During 2000, the Polaris Board of Directors adopted a
shareholder rights plan. Under the plan, a dividend of preferred stock purchase
rights will become exercisable if a person or group should acquire 15 percent or
more of the Company's stock. The dividend will consist of one purchase right for
each outstanding share of the Company's common stock held by shareholders of
record on June 1, 2000. Each right will entitle its holder to purchase
one-hundredth of a new series of junior participating preferred stock at an
exercise price of $150, subject to adjustment. The rights expire in 2010 and
may be redeemed earlier by the Board of Directors for $0.01 per right.
NET INCOME PER SHARE: Polaris calculates net income per share in accordance with
Statement of Financial Accounting Standards No. 128, which requires the
presentation of basic and diluted earnings per share. Basic earnings per share
is computed by dividing net income available to common shareholders by the
weighted average number of common shares outstanding during each year, including
shares earned under the First Rights plan, the Director Plan and the ESOP.
Diluted earnings 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 restricted plan. A reconciliation of these
amounts is as follows (in thousands, except per share data):
<TABLE>
<CAPTION>
2000 1999 1998
- ----------------------------------------------------------------------
<S> <C> <C> <C>
Net income available to common
shareholders $82,809 $76,326 $31,015
======================================================================
Weighted average number
of common shares outstanding 23,304 24,539 25,709
First Rights -- -- 21
Director Plan 27 23 17
ESOP 170 170 170
- ----------------------------------------------------------------------
Common shares outstanding--basic 23,501 24,732 25,917
- ----------------------------------------------------------------------
Dilutive effect of Option Plan 134 168 69
Dilutive effect of Restricted Plan 31 -- --
- ----------------------------------------------------------------------
Common and potential common
shares outstanding--diluted 23,666 24,900 25,986
======================================================================
Basic earnings per share $ 3.52 $ 3.09 $ 1.20
======================================================================
Diluted earnings per share $ 3.50 $ 3.07 $ 1.19
======================================================================
</TABLE>
STOCK PURCHASE PLAN: Polaris maintains an Employee Stock Purchase Plan (Purchase
Plan). A total of 750,000 shares of common stock are reserved for this plan. The
Purchase Plan permits eligible employees to purchase common stock at 85 percent
of the average market price each month. As of December 31, 2000, approximately
103,000 shares have been purchased under this plan.
NOTE 6 INVESTMENTS IN AFFILIATES
In 1996, a wholly owned subsidiary of Polaris entered into a partnership
agreement with Transamerica Distribution Finance to form Polaris Acceptance.
Polaris Acceptance provides floor plan financing to Polaris' dealers and
distributors and provides other financial services including retail credit,
extended service contracts, and insurance to dealers, distributors and retail
customers of Polaris. Polaris' subsidiary has a 50 percent equity interest in
Polaris Acceptance.
Polaris is a partner with Fuji Heavy Industries Ltd. in Robin
Manufacturing, U.S.A. (Robin). Polaris has a 40 percent ownership interest in
Robin, which builds engines in the United States for recreational and industrial
products.
Polaris' investments in affiliates are accounted for under the equity
method. Polaris' allocable share of the income of Polaris Acceptance and Robin
has been included as a component of nonoperating expense (income) in the
accompanying statements of operations. Polaris Acceptance is a partnership and
the payment of income tax is the responsibility of each of the partners. Robin
is a corporation responsible for the payment of its own income taxes.
26 POLARIS INDUSTRIES INC. 2000
<PAGE> 17
Summarized combined financial information for the joint ventures
is presented as follows (in millions):
<TABLE>
<CAPTION>
December 31, 2000 1999
- ---------------------------------------------------------------------------
<S> <C> <C>
Revenues $ 117.5 $ 81.7
Cost of goods sold, interest and operating expenses 88.7 61.5
- ---------------------------------------------------------------------------
Net income before income taxes $ 28.8 $ 20.2
===========================================================================
Finance receivables, net $ 482.8 $ 408.8
Other assets 31.3 21.3
- ---------------------------------------------------------------------------
$ 514.1 $ 430.1
===========================================================================
Notes payable $ 385.5 $ 338.6
Other liabilities 33.3 14.2
Shareholders' equity and partners' capital 95.3 77.3
- ---------------------------------------------------------------------------
$ 514.1 $ 430.1
===========================================================================
</TABLE>
NOTE 7 COMMITMENTS AND CONTINGENCIES
PRODUCT LIABILITY: Polaris is subject to product liability claims in the normal
course of business and prior to June 1996 elected not to purchase insurance for
product liability losses. Effective June 1996, Polaris purchased excess
insurance coverage for catastrophic product liability claims for incidents
occurring subsequent to the policy date that exceed a self-insured retention.
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 determinable.
LITIGATION: Polaris is a defendant in lawsuits and subject to claims arising in
the normal course of business. In the opinion of management, it is not a
probability that any legal proceedings pending against or involving Polaris will
have a material adverse effect on Polaris' financial position or results of
operations.
LEASES: Polaris leases buildings and equipment under noncancelable operating
leases. Total rent expense under all lease agreements was $2.9 million, $2.9
million, and $2.5 million, for 2000, 1999 and 1998, respectively. Future minimum
payments, exclusive of other costs, required under noncancelable operating
leases at December 31, 2000, total $0.2 million cumulatively through 2003.
NOTE 8 LITIGATION SETTLEMENT
Injection Research Specialists ("IRS") commenced an action in 1990 against
Polaris and Fuji Heavy Industries, Ltd. ("Fuji") one of Polaris' engine
suppliers, in Colorado Federal Court alleging various claims relating to
electronic fuel injection systems for snowmobiles. In October 1998, following a
judgment against Polaris for $34.0 million (before pre- and post-judgement
interest) and affirmance thereof by the Federal Court of Appeals, IRS, Polaris
and Fuji entered into a confidential settlement agreement to settle all
outstanding claims between the parties. The resulting provision for litigation
loss of $61.4 million has been reflected as an operating expense in the
accompanying statement of operations for the year ended December 31, 1998.
Polaris no longer uses any of the technology in dispute.
NOTE 9 SEGMENT REPORTING
Polaris has reviewed SFAS No. 131, "Disclosures about Segments of an Enterprise
and Related Information" and determined that the Company meets the aggregation
criteria outlined since the Company's segments have similar (1) economic
characteristics, (2) product and services, (3) production processes, (4)
customers, (5) distribution channels, and (6) regulatory environments.
Therefore, the Company reports as a single business segment.
NOTE 10 QUARTERLY FINANCIAL DATA
(Unaudited) (In millions, except per share data)
<TABLE>
<CAPTION>
Diluted Net
Gross Net Income
Sales Profit Income Per Share
- ------------------------------------------------------------------
<S> <C> <C> <C> <C>
2000
First Quarter $ 279.1 $ 61.5 $ 9.7 $ 0.41
Second Quarter 344.7 74.9 16.2 0.68
Third Quarter 401.3 98.9 29.3 1.24
Fourth Quarter 400.6 92.8 27.6 1.17
- ----------------------------------------------------
Totals $1,425.7 $ 328.1 $ 82.8 $ 3.50
==================================================================
1999
First Quarter $ 242.2 $ 53.7 $ 9.1 $ 0.36
Second Quarter 326.7 68.0 15.1 0.60
Third Quarter 389.3 91.9 27.2 1.10
Fourth Quarter 370.4 84.5 24.9 1.02
- ----------------------------------------------------
Totals $1,328.6 $ 298.1 $ 76.3 $ 3.07
==================================================================
</TABLE>
2000 POLARIS INDUSTRIES INC. 27
<PAGE> 18
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO POLARIS INDUSTRIES INC.:
We have audited the accompanying consolidated balance sheets of Polaris
Industries Inc. (a Minnesota corporation) and Subsidiaries as of December 31,
2000 and 1999, and the related consolidated statements of operations,
shareholders' equity and comprehensive income and cash flows for each of the
three years in the period ended December 31, 2000. These financial statements
are the responsibility of Polaris' management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Polaris
Industries Inc. and Subsidiaries as of December 31, 2000 and 1999, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States.
Arthur Andersen LLP
Minneapolis, Minnesota
January 26, 2001
BOARD OF DIRECTORS
ANDRIS A. BALTINS (A, C)
Member of the law firm of Kaplan,
Strangis and Kaplan, P.A.
RAYMOND J. BIGGS (S)
Chairman Emeritus of Huntington
Bancshares of Michigan
BEVERLY F. DOLAN (C*, S*) Retired
Chairman and Chief
Executive Officer of Textron Inc.
WILLIAM E. FRUHAN
Professor of
Business Administration-
Harvard University
ROBERT S. MOE (C, E)
Retired Executive Vice President
and Treasurer of Polaris
Industries Inc.
GREGORY R. PALEN (A)
Chief Executive Officer of Spectro
Alloys and Palen/Kimball Company
R.M. (MARK) SCHRECK
President, RMS Engineering
and retired Vice President of
Technology, GE
J. RICHARD STONESIFER
Retired President and CEO
of GE Appliances
BRUCE A. THOMSON (A)
Chairman of the Board of
Tomsten, Inc.
THOMAS C. TILLER (E)
President and Chief Executive
Officer of Polaris Industries Inc.
W. HALL WENDEL, JR. (E*)
Chairman of the Board of Polaris
Industries Inc.
RICHARD A. ZONA (A*)
CEO, Zona Financial and retired
Vice Chairman of U.S. Bancorp.
(A) Audit Committee Member
(C) Compensation Committee Member
(E) Executive Committee Member
(S) Stock Award Compensation
Committee Member
* Committee Chairman
CORPORATE OFFICERS
W. HALL WENDEL, JR.
Chairman
THOMAS C. TILLER
President and
Chief Executive Officer
JEFFREY A. BJORKMAN
Vice President - Operations
JOHN B. CORNESS
Vice President - Human Resources
MICHAEL W. MALONE
Vice President - Finance,
Chief Financial Officer and
Secretary
RICHARD R. POLLICK
Vice President - International
THOMAS H. RUSCHHAUPT
Vice President - Sales and Service
GENERAL MANAGERS
RONALD A. BILLS
General Manager - Personal
Watercraft
MARK E. BLACKWELL
General Manager - Victory
Motorcycles
MITCHELL D. JOHNSON
General Manager - All-Terrain
Vehicles
BENNETT J. MORGAN
General Manager - Parts,
Garments & Accessories
ROBERT R. NYGAARD
General Manager - Snowmobiles
28 POLARIS INDUSTRIES INC. 2000
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>3
<FILENAME>c60829ex21.txt
<DESCRIPTION>SUBSIDIARIES OF REGISTRANT
<TEXT>
<PAGE> 1
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
<TABLE>
<CAPTION>
Shares % of
Company Organization Outstanding Ownership
------- ------------ ----------- ---------
<S> <C> <C> <C>
Polaris Industries Inc. Delaware Corporation 100 100%
("Polaris Delaware")
Polaris Real Estate Delaware Corporation 1,000 100%(1)
Corporation of Iowa, Inc.
Polaris Real Estate Delaware Corporation 1,000 100%(2)
Corporation
Polaris Industries Export Barbados Corporation 1,000 100%
Ltd.
Polaris Industries Ltd. Manitoba Corporation 101 100%(3)
Polaris Acceptance Inc. Minnesota Corporation 1 100%
Polaris Sales Inc. Minnesota Corporation 100 100%(4)
Polaris Sales Australia Pty Ltd. Australian Corporation 1 100%(5)
Polaris France S.A. French Corporation 1,950 100%(6)
Polaris Direct Inc. Minnesota Corporation 100 100%(7)
</TABLE>
- -----------------------
(1), (2), (3) and (4) Owned 100% by Polaris Delaware.
(5), (6) and (7) Owned 100% by Polaris Sales, Inc.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>c60829ex23.txt
<DESCRIPTION>CONSENT OF ARTHUR ANDERSEN LLP
<TEXT>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 10-K, into the Company's previously filed
Registration Statement File Nos. 33-57503, 33-60157, 333-05463, 333-21007,
333-77765, 333-94451 and 001-11411.
/s/ Arthur Andersen LLP
Minneapolis, Minnesota,
March 28, 2001
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>5
<FILENAME>c60829ex24.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
(FORM 10-K)
KNOW ALL MEN BY THESE PRESENTS, that POLARIS INDUSTRIES INC., a
Minnesota corporation (the "Company"), and each of the undersigned directors of
the Company, hereby constitutes and appoints Thomas C. Tiller and Michael W.
Malone and each of them (with full power to each of them to act alone) its/his
true and lawful attorney-in-fact and agent, for it/him and on its/his behalf and
in its/his name, place and stead, in any and all capacities to sign, execute,
affix its/his seal thereto and file the Annual Report on Form 10-K for the year
ended December 31, 2000 under the Securities Exchange Act of 1933, as amended,
with any amendment or amendments thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any regulatory
authority.
There is hereby granted to said attorneys, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in respect of the foregoing as fully as it/he or
itself/himself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be executed in any number of counterparts,
each of which shall be an original, but all of which taken together shall
constitute one and the same instrument and any of the undersigned directors may
execute this Power of Attorney by signing any such counterpart.
POLARIS INDUSTRIES INC. has caused this Power of Attorney to be
executed in its name by its Chief Executive Officer on the 18th day of January,
2001.
POLARIS INDUSTRIES INC.
By /s/ Thomas C. Tiller
--------------------------------------
Thomas C. Tiller
Chief Executive Officer
<PAGE> 2
The undersigned, directors of POLARIS INDUSTRIES INC., have hereunto set
their hands as of the 18th day of January, 2001.
/s/ Andris A. Baltins /s/ Thomas C. Tiller
- ------------------------------------ -------------------------------------
Andris A. Baltins Thomas C. Tiller
/s/ Bruce A. Thomson /s/ J. Richard Stonesifer
- ------------------------------------ -------------------------------------
Bruce A. Thomson J. Richard Stonesifer
/s/ Beverly F. Dolan /s/ Robert S. Moe
- ------------------------------------ -------------------------------------
Beverly F. Dolan Robert S. Moe
/s/ Raymond J. Biggs /s/ William E. Fruhan, Jr.
- ------------------------------------ -------------------------------------
Raymond J. Biggs William E. Fruhan, Jr.
/s/ R. M. Schreck /s/ Gregory R. Palen
- ------------------------------------ -------------------------------------
R. M. (Mark) Schreck Gregory R. Palen
/s/ Richard A. Zona /s/ W. Hall Wendel, Jr.
- ------------------------------------ -------------------------------------
Richard A. Zona W. Hall Wendel, Jr.
D I R E C T O R S
2
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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