<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
---------------------
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________________ to ______________________
Commission File Number 1-11411
----------------------------------
Polaris Industries Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Minnesota 41-1790959
- --------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1225 Highway 169 North, Minneapolis, MN 55441
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(612)542-0500
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports 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
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
As of August 7, 1998, 25,927,038 shares of Common Stock of the issuer were
outstanding.
<PAGE>
POLARIS INDUSTRIES INC.
FORM 10-Q
For Quarter Period Ended June 30, 1998
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part I. FINANCIAL INFORMATION
Item 1 - Consolidated Financial Statements
Consolidated Balance Sheets. . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Statements of Operations. . . . . . . . . . . . . . . . . . . 4
Consolidated Statements of Cash Flows. . . . . . . . . . . . . . . . . . . 5
Consolidated Statement of Shareholders' Equity . . . . . . . . . . . . . . 6
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . 7
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations. . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Cash Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Liquidity and Capital Resources. . . . . . . . . . . . . . . . . . . . . . 14
Inflation and Exchange Rates . . . . . . . . . . . . . . . . . . . . . . . 15
Part II. OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Item 1 - Legal Proceedings
Item 2 - Changes in Securities
Item 3 - Defaults upon Senior Securities
Item 4 - Submission of Matters to a Vote of Security Holders
Item 5 - Other Information
Item 6 - Exhibits and Reports on Form 8-K
SIGNATURE PAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
</TABLE>
2
<PAGE>
POLARIS INDUSTRIES INC.
CONSOLIDATED BALANCE SHEETS
(In Thousands)
<TABLE>
<CAPTION>
JUNE 30, 1998 DECEMBER 31, 1997
------------- -----------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $6,750 $1,233
Trade receivables 18,589 42,593
Inventories 161,549 139,544
Prepaid expenses and other 4,211 5,088
Deferred tax assets 26,000 29,000
-------- --------
Total current assets 217,099 217,458
-------- --------
Deferred Tax Assets 25,000 26,000
Property and Equipment, net 114,783 98,020
Investments in Affiliates 19,415 19,767
Intangible Assets, net 23,063 23,501
-------- --------
Total Assets 399,360 384,746
-------- --------
-------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable 95,531 61,027
Accrued expenses 87,799 113,867
Income taxes payable 22,382 16,217
-------- --------
Total current liabilities 205,712 191,111
Borrowings under credit agreement 20,000 24,400
-------- --------
Total Liabilities 225,712 215,511
Commitments and Contingencies (Notes 4, 6, 7)
Shareholders' Equity:
Common stock 260 260
Additional paid-in capital 71,308 72,955
Deferred compensation (6,670) (3,133)
Compensation payable in common stock 3,474 7,346
Retained earnings 105,276 91,807
-------- --------
Total shareholders' equity 173,648 169,235
-------- --------
Total Liabilities and
Shareholders' Equity $399,360 $384,746
-------- --------
-------- --------
</TABLE>
See Notes to Consolidated Financial Statements
3
<PAGE>
POLARIS INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Data)
UNAUDITED
<TABLE>
<CAPTION>
Second Quarter For the Six Months
Ended June 30, Ended June 30,
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales $274,711 $249,888 $484,712 $474,522
Cost of Sales 210,502 189,630 373,699 364,772
-------- -------- -------- --------
Gross Profit 64,209 60,258 111,013 109,750
Operating Expenses 43,092 41,816 78,271 73,663
-------- -------- -------- --------
Operating Income 21,117 18,442 32,742 36,087
Nonoperating Expense (Income)
Interest Income 820 1,110 1,299 1,854
Equity in income of affiliates (1,607) (1,484) (3,156) (2,870)
Other expense (income), net (727) (1,956) (1,096) (2,448)
-------- -------- -------- --------
Income before income taxes 22,631 20,772 35,695 39,551
Provision for income taxes 8,147 7,478 12,850 14,238
-------- -------- -------- --------
Net income $14,484 $13,294 $22,845 $25,313
-------- -------- -------- --------
-------- -------- -------- --------
Basic and Diluted Net Income Per Share $0.55 $0.49 $0.87 $0.93
-------- -------- -------- --------
-------- -------- -------- --------
</TABLE>
See Notes to Consolidated Financial Statements
4
<PAGE>
POLARIS INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
UNAUDITED
<TABLE>
<CAPTION>
For the Six Months
Ended June 30,
----------------------------
1998 1997
---- ----
<S> <C> <C>
Cash Flows From Operating Activities
Net income $ 22,845 $ 25,313
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 17,555 17,326
Noncash compensation 4,498 3,181
Equity in income of affiliates (3,156) (2,870)
Deferred income taxes 4,000 0
Changes in current operating items-
Trade receivables 24,004 5,544
Inventories (22,005) (27,653)
Accounts payable 34,504 25,384
Accrued expenses (26,068) (9,179)
Income taxes payable 6,165 7,844
Other, net 1,206 451
--------- ---------
Net cash provided by
operating expenses 63,548 45,341
--------- ---------
Cash Flows From Investing Activities:
Purchase of property and equipment (33,880) (14,682)
Investments in affiliates, net 3,508 (6,717)
--------- ---------
Net cash used for investing activities (30,372) (21,399)
--------- ---------
Cash Flows from Financing Activities:
Borrowings under credit agreement 143,900 149,500
Repayments under credit agreement (148,300) (137,500)
Repurchase and retirement of common shares (13,883) (27,263)
Cash dividends to shareholders (9,376) (8,594)
--------- ---------
Net cash provided by financing activities (27,659) (23,857)
--------- ---------
Increase in cash and cash equivalents 5,517 85
Cash and Cash Equivalents, Beginning 1,233 5,812
--------- ---------
Cash and Cash Equivalents, Ending $ 6,750 $ 5,897
--------- ---------
--------- ---------
</TABLE>
See Notes to Consolidated Financial Statements
5
<PAGE>
POLARIS INDUSTRIES INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(In Thousands)
UNAUDITED
<TABLE>
<CAPTION>
Compensation
Common Additional Deferred Payable in Retained
Stock Paid-In Capital Compensation Common Stock Earnings Total
------ --------------- ------------ ------------ --------- -----
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1997 $260 $ 72,955 (3,133) $ 7,346 $ 91,807 $169,235
Employee stock compensation 3 10,392 (3,537) (2,009) 0 4,849
First Rights conversion to stock 1 1,841 0 (1,863) 0 (21)
Cash dividends declared 0 0 0 0 (9,376) (9,376)
Repurchase and retirement of
common shares (4) (13,880) 0 0 0 (13,884)
Net Income 0 0 0 0 22,845 22,845
---- -------- ------- ------- -------- --------
Balance, June 30, 1998 $260 $ 71,308 ($6,670) $ 3,474 $105,276 $173,648
---- -------- ------- ------- -------- --------
---- -------- ------- ------- -------- --------
</TABLE>
See Notes to Consolidated Financial Statements
6
<PAGE>
FORM 10-Q
FOR QUARTERLY PERIOD ENDED
JUNE 30, 1998
POLARIS INDUSTRIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles
for interim financial statements and, therefore, do not include all
information and disclosures of results of operations, financial
position and changes in cash flow in conformity with generally
accepted accounting principles for complete financial statements.
Accordingly, such statements should be read in conjunction with the
Company's annual report on Form 10-K for the year ended December 31,
1997, previously filed with the Securities and Exchange Commission.
In the opinion of management, such statements reflect all adjustments
(which include only normal recurring adjustments) necessary for a fair
presentation of the financial position, results of operations, and
cash flows for the periods presented. Due to the seasonality of the
snowmobile, all terrain vehicle (ATV) and personal watercraft (PWC)
business, and to certain changes in production and shipping cycles,
results of such periods are not necessarily indicative of the results
to be expected for the complete year.
NOTE 2. INVENTORIES
The major components of inventories are as follows (in thousands):
<TABLE>
<CAPTION>
June 30, 1998 December 31, 1997
------------- -----------------
<S> <C> <C>
Raw Materials $ 32,918 $ 17,614
Service Parts 46,909 45,619
Finished Goods 81,722 76,311
-------- --------
$161,549 $139,544
-------- --------
-------- --------
</TABLE>
NOTE 3. FINANCING AGREEMENT
Polaris has an unsecured bank line of credit arrangement with maximum
available borrowings of $125.0 million. Interest is charged at rates
based on LIBOR or prime (5.94% at June 30, 1998) and the agreement
expires on March 31, 2000, at which time the balance is due. As of
June 30, 1998, total borrowings under this credit arrangement were
$20.0 million and have been classified as long-term in the
accompanying consolidated balance sheets.
7
<PAGE>
FORM 10-Q
FOR QUARTERLY PERIOD ENDED
JUNE 30, 1998
NOTE 4. INVESTMENTS IN AFFILIATES
A wholly owned subsidiary of Polaris and Transamerica Distribution
Finance (TDF) are partners in Polaris Acceptance. Polaris Acceptance
provides floor plan financing to dealer and distributor customers of
Polaris, and may in the future provide other financial services to
dealers, distributors and retail customers of Polaris. Polaris has
guaranteed 50 percent of the outstanding indebtedness of Polaris
Acceptance under a credit agreement between Polaris Acceptance and
TDF. At June 30, 1998, Polaris' contingent liability with respect to
the guarantee was approximately $117.2 million.
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.
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 consolidated statements of operations.
NOTE 5. SHAREHOLDERS' EQUITY
On May 21, 1998, the Polaris Board of Directors approved an expansion
of the existing share repurchase program to 5,000,000 shares of the
Company's outstanding common stock. During the first six months of
1998, Polaris paid $13.9 million to repurchase and retire 408,200
shares of its common stock with cash on hand and borrowings under its
line of credit. Polaris has 2,614,900 remaining shares available to
repurchase under this authorization as of June 30, 1998.
The Polaris Board of Directors declared a regular cash dividend of
$0.18 per share payable to holders of record on May 1, 1998, which was
paid on or about May 15, 1998.
On July 16, 1998, the Polaris Board of Directors declared a regular
cash dividend of $0.18 per share payable on or about August 17, 1998,
to holders of record on July 31, 1998.
8
<PAGE>
FORM 10-Q
FOR QUARTERLY PERIOD ENDED
JUNE 30, 1998
Net income per share for the periods ended June 30, 1998 and 1997 was
calculated based on the weighted average number of common and
potential common shares outstanding.
Polaris adopted SFAS No. 128 Earnings per share effective December 31,
1997. As a result, the prior period presented has been restated to
conform to the provisions of SFAS 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 are computed under the treasury stock method and are calculated
to reflect the dilutive effect of the Option Plan. A reconciliation
of these amounts is as follows (in thousands, except per share data):
<TABLE>
<CAPTION>
For Three Months For Six Months
Ended June 30, Ended June 30,
-------------- --------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Income available to common shareholders $14,484 $13,294 $22,845 $25,313
Weighted average number of common shares
outstanding 25,932 26,561 25,966 26,737
First Rights 10 98 31 181
Director Plan 16 11 16 10
ESOP 170 170 170 170
------- ------- ------- -------
Common shares outstanding - basic 26,128 26,840 26,183 27,098
------- ------- ------- -------
------- ------- ------- -------
Dilutive effect of Option Plan 78 3 63 2
------- ------- ------- -------
Common and potential common shares
outstanding - diluted 26,206 26,843 26,246 27,100
------- ------- ------- -------
------- ------- ------- -------
Basic and diluted net income per share $ 0.55 $ 0.49 $ 0.87 $ 0.93
------- ------- ------- -------
------- ------- ------- -------
</TABLE>
9
<PAGE>
FORM 10-Q
FOR QUARTERLY PERIOD ENDED
JUNE 30, 1998
NOTE 6. COMMITMENTS AND CONTINGENCIES
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 exceeds a
self-insured retention. The estimated costs resulting from any losses
are charged to expense when it is probable a loss has been incurred
and the amount of the loss is reasonably determinable.
Injection Research Specialists commenced an action in 1990 against
Polaris in Colorado Federal Court alleging various claims relating to
electronic fuel injection systems for snowmobiles. In April 1997, a
judgment was entered in favor of Injection Research Specialists,
before interest, for $24.0 million in compensatory damages and $10.0
million in punitive damages against Polaris, and $15.0 million in
compensatory damages and $8.0 million in punitive damages against Fuji
Heavy Industries, Ltd. (Fuji), one of Polaris' engine suppliers. The
judgment against Fuji was subsequently reduced on post trial motions
to $11.6 million in compensatory damages and no punitive damages.
Polaris has appealed the judgment against Polaris and has been advised
that Fuji has also appealed the judgment against it. Depending upon
the conclusion of the appeal, Polaris may require additional reserves
associated with this litigation on its financial statements.
In addition to the aforementioned matter, 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 probable that any
legal proceedings pending against or involving Polaris will have a
material adverse effect on Polaris' financial position or results of
operations.
NOTE 7. FOREIGN CURRENCY CONTRACTS
Polaris' Canadian subsidiary uses the United States dollar as its
functional currency. Canadian 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.
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 contract for trading purposes.
These contracts are accounted 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
10
<PAGE>
FORM 10-Q
FOR QUARTERLY PERIOD ENDED
JUNE 30, 1998
to transfers of funds are recorded as other expense (income) on
the accompanying statement of operations. At June 30, 1998,
Polaris had open Japanese yen foreign exchange contracts with
notional amounts totaling $36.8 million United States dollars, and
open Canadian dollar foreign exchange contracts with notional amounts
totaling $61.6 million United States dollars which mature throughout
the remainder of 1998.
NOTE 8. NEW ACCOUNTING PRONOUNCEMENTS
SFAS 131
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 131, Disclosures about Segments of an
Enterprise and Related Information (SFAS No. 131) in June 1997. SFAS
No. 131 requires that public business enterprises report information
about operating segments in annual financial statements and requires
selected information in interim financial reports issued to
shareholders. It also establishes standards for related disclosures
about products and services, geographic areas, and major customers and
is effective for fiscal years beginning after December 15, 1997.
Polaris is currently evaluating the impact of SFAS No. 131, which may
effect disclosures in its 1998 annual financial statements.
SFAS 133
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities (SFAS No. 133) in June 1998. 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 accounting criteria are
met. Special accounting for qualifying hedges allows a derivative's
gains and losses to offset related results on the hedged item in the
income statement, and requires that a company must formally document,
designate, and assess the effectiveness of transactions that receive
hedge accounting.
Polaris will be required to adopt SFAS No. 133 no later than January
1, 2000. Polaris has not quantified the impacts of adopting SFAS No.
133 on the financial statements and has not determined the timing of
adoption of SFAS No. 133. However, SFAS No. 133 could increase
volatility in earnings and other comprehensive income.
11
<PAGE>
FORM 10-Q
FOR QUARTERLY PERIOD ENDED
JUNE 30, 1998
ITEM 2
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 Polaris Industries Inc., a Minnesota corporation ("Polaris" or the
"Company") for the quarters ended June 30, 1998 and 1997. Due to the
seasonality of the snowmobile, all terrain vehicle (ATV) and personal watercraft
(PWC) business, and to certain changes in production and shipping cycles,
results of such periods are not necessarily indicative of the results to be
expected for the complete year.
RESULTS OF OPERATIONS
Sales were $274.7 million in the second quarter of 1998, representing a ten
percent increase from $249.9 million in sales for the same period in 1997.
North American sales of snowmobiles and related Parts, Garments and Accessories
("PG&A") of $101.0 million for second quarter 1998 were 16 percent higher than
$87.3 million for the comparable period in 1997. The increase is related to a
return to a normal historical trend of the seasonality of production and
shipments of snowmobiles in 1998.
North American sales of ATV's and related PG&A of $148.8 million for second
quarter 1998 were 15 percent higher than $128.9 million for the comparable
period in 1997. The increase is related to increased unit sales reflecting the
continuing growth in the ATV industry.
North American sales of PWC and related PG&A of $11.1 million for the second
quarter 1998 were significantly lower than $23.1 million for the comparable
period in 1997. The decrease is related to the Company's previously announced
decision to lower PWC production in response to the industry wide softening in
consumer demand.
Sales of Victory motorcycle related PG&A totaled $1.5 million for the second
quarter 1998. Victory motorcycle production and shipments began in early July
1998.
International sales of snowmobiles, ATV's, PWC and related PG&A of $12.3 million
for the second quarter 1998 were 16 percent higher than $10.6 million for the
comparable period in 1997 primarily as a result of increased shipments of ATV
units.
Sales increased to $484.7 million for the year-to-date period ended June 30,
1998, representing a two percent increase from $474.5 million sales for the same
period in 1997. The sales increase was led by strong ATV demand and earlier
snowmobile shipments partially offset by lower PWC production.
12
<PAGE>
FORM 10-Q
FOR QUARTERLY PERIOD ENDED
JUNE 30, 1998
Gross profit of $64.2 million in the second quarter of 1998 represents a seven
percent increase from gross profit of $60.3 million for the same period in 1997.
Gross profit of $111.0 million in the year-to-date period ended June 30, 1998
represents a one percent increase from gross profit of $109.8 million for the
same period in 1997. These increases in gross profit dollars resulted primarily
from higher sales volume in the current period. The gross profit margin
percentage decreased to 23.4 percent for the second quarter of 1998 from 24.1
percent for the comparable 1997 period and to 22.9 percent for the year-to-date
period ended June 30, 1998, as compared to 23.1 percent for the year-to-date
period in 1997. These slight declines in gross profit margin percentage are
primarily due to a) reduced pricing on the 1998 model ATVs implemented in the
fall of 1997 and b) the negative impact of the Canadian dollar exchange rate
when compared to the prior year periods, partially offset by c) reduced warranty
costs and d) lower sales of lower margin PWC product.
Operating expenses in the second quarter of 1998 increased three percent to
$43.1 million from the comparable 1997 period, but as a percentage of sales,
decreased to 15.7 percent for the second quarter of 1998 compared to 16.7
percent for the same period in 1997. The lower level of operating expenses as a
percentage of sales for the second quarter 1998 are related to lower promotional
spending to assist retail PWC sales in 1998 partially offset by a planned
increase in advertising expenditures. Operating expenses in the year-to-date
period ended June 30, 1998 increased six percent to $78.3 million from the
comparable 1997 period and as a percentage of sales increased to 16.1 percent
for the six months ended June 30, 1998 compared to 15.5 percent for the same
period in 1997. The higher level of operating expenses for the year to date
period are related to a planned increase in advertising expenditures during 1998
across all product lines and start up expenses for Victory motorcycles partially
offset by the lower PWC promotional spending.
The decline in nonoperating expense (income) in the second quarter and
year-to-date period of 1998 from the comparable period in 1997 is
attributable to the impact of favorable 1997 Canadian dollar exchange rate
hedging activity.
CASH DIVIDENDS
On April 16, 1998, the Polaris Board of Directors declared a regular cash
dividend of $0.18 per share payable to holders of record on May 1, 1998,
which was paid on or about May 15, 1998.
On July 16, 1998, the Polaris Board of Directors declared a regular cash
dividend of $0.18 per share payable on or about August 17, 1998, to holders
of record on July 31, 1998.
13
<PAGE>
FORM 10-Q
FOR QUARTERLY PERIOD ENDED
JUNE 30, 1998
LIQUIDITY AND CAPITAL RESOURCES
The seasonality of production and shipments causes working capital
requirements to fluctuate during the year. Polaris maintains an unsecured
bank line of credit arrangement maturing on March 31, 2000 under which it may
borrow up to $125.0 million. Interest is charged at rates based on LIBOR or
"prime". At June 30, 1998, Polaris had borrowings under its bank line of
credit arrangement of $20.0 million and cash and cash equivalents of $6.8
million, compared to $24.4 million in borrowings and cash and cash
equivalents of $1.2 million at December 31, 1997.
During the second quarter, the Polaris Board of Directors approved an
expansion of the existing share repurchase program to 5,000,000 shares of the
Company's outstanding common stock. During the first six months of 1998,
Polaris paid $13.9 million to repurchase and retire 408,200 shares of its
common stock with cash on hand and borrowings under its line of credit
arrangement. Polaris has 2,614,900 remaining shares available to repurchase
under this authorization as of June 30, 1998.
Management believes that existing cash balances and bank borrowings, cash
flow 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 requirements
for 1998. At this time, management is not aware of any factors that would
have a material adverse impact on cash flow beyond 1998.
Injection Research Specialists commenced an action in 1990 against Polaris in
Colorado Federal Court alleging various claims relating to electronic fuel
injection systems for snowmobiles. In April 1997, a judgment was entered in
favor of Injection Research Specialists, before interest, for $24.0 million
in compensatory damages and $10.0 million in punitive damages against
Polaris, and $15.0 million in compensatory damages and $8.0 million in
punitive damages against Fuji Heavy Industries, Ltd. ("Fuji"), one of
Polaris' engine suppliers. The judgment against Fuji was subsequently reduced
on post trial motions to $11.6 million in compensatory damages and no
punitive damages. Polaris has appealed the judgment against Polaris and
has been advised that Fuji has also appealed the judgment against it.
Depending upon the conclusion of the appeal, Polaris may require additional
reserves associated with this litigation on its financial statements.
YEAR 2000
Polaris has evaluated its computer system year 2000 compliance issues and has
begun a conversion process to address necessary changes. In order for a
computer system to be year 2000 compliant, its time sensitive software must
recognize a date using "00" as the year 2000 rather than the year 1900.
Polaris has implemented a plan to make its computer systems critical to
managing the business year 2000 compliant by the end of 1998 and to make its
remaining computer systems year 2000 compliant by the end of 1999. Polaris
does not expect the level of expenses to be incurred under its conversion
program to have a material effect on its financial results of operations.
14
<PAGE>
FORM 10-Q
FOR QUARTERLY PERIOD ENDED
JUNE 30, 1998
INFLATION AND EXCHANGE RATES
Polaris does not believe that inflation has had a material impact on the
results of its recent operations. However, the changing relationships of the
U.S. dollar to the Japanese yen and Canadian dollar have had a material
impact from time to time. In 1997, purchases totaling 17 percent of Polaris'
cost of sales were from yen-denominated suppliers. The strengthening of the
U.S. dollar in relation to the Japanese yen since late 1995 has resulted in
lower raw material purchase prices. Polaris' cost of sales in the second
quarter June 30, 1998 was positively impacted by the Japanese yen-U.S. dollar
exchange rate fluctuation when compared to the same period in 1997. In view
of the foreign exchange hedging contracts currently in place, Polaris
anticipates that the Japanese yen-U.S. dollar exchange rate will continue to
have a positive impact on cost of sales during the remaining periods of 1998
when compared to the same periods in 1997.
In the past, Polaris has been a party to, and in the future may enter into,
foreign exchange hedging contracts for both the Japanese yen and the Canadian
dollar to minimize the impact of exchange rate fluctuations within each year.
At June 30, 1998, Polaris had open Japanese yen and Canadian dollar foreign
exchange hedging contracts, which mature throughout 1998.
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 and the judicial appeals 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.
15
<PAGE>
FORM 10-Q
FOR QUARTERLY PERIOD ENDED
JUNE 30, 1998
POLARIS INDUSTRIES INC.
PART II. OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None
ITEM 2 - CHANGES IN SECURITIES
None
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its annual meeting of shareholders on May 21, 1998.
Proxies for matters to be voted upon at the Annual Meeting were
solicited Pursuant to Regulation 14 under the Securities Exchange Act
of 1934, as amended. The following matters were voted upon at the
Annual Meeting:
1. To elect the following nominees as Class I Directors for a new
term of Three years and until their successors are duly elected
and qualified:
<TABLE>
<CAPTION>
Votes For Withheld Authority
--------- ------------------
<S> <C> <C>
Andris A. Baltins 22,091,577 276,176
Kenneth D. Larson 22,101,497 266,246
</TABLE>
The terms of the following Directors continued after the meeting:
W. Hall Wendel, Jr., Gregory R. Palen, Stephen G. Shank, Raymond
J. Biggs, Beverly F. Dolan and Robert S. Moe.
2. To amend the Polaris Industries Inc. 1995 Restricted Stock Plan:
<TABLE>
<CAPTION>
Voted For Voted Against Abstained Broker Non-Vote
<S> <C> <C> <C>
21,676,371 451,116 240,256 0
</TABLE>
3. To amend the Polaris Industries Inc. 1996 Restricted Stock Plan:
<TABLE>
<CAPTION>
Voted For Voted Against Abstained Broker Non-Vote
<S> <C> <C> <C>
21,328,236 801,736 237,771 0
</TABLE>
16
<PAGE>
FORM 10-Q
FOR QUARTERLY PERIOD ENDED
JUNE 30, 1998
ITEM 5 - OTHER INFORMATION
The Securities and Exchange Commission has amended its rule 14a-5,
which governs the use by the company of its discretionary voting
authority with respect to certain shareholder proposals. Pursuant
to this amendment, the Company's proxy card for its 1999 Annual
Meeting of Shareholders may confer discretionary authority on any
matter as to which the Company does not receive notice by February 12,
1999.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Exhibit 10(s) - Employment Agreement between the Company and
Thomas Tiller
Exhibit 27 - Financial Data Schedule
(b) REPORTS ON FORM 8-K
None
17
<PAGE>
FORM 10-Q
FOR QUARTERLY PERIOD ENDED
JUNE 30, 1998
POLARIS INDUSTRIES INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
POLARIS INDUSTRIES INC.
(Registrant)
Date: August 14, 1998 /s/ W. Hall Wendel, Jr.
-----------------------------
W. Hall Wendel, Jr.
Chairman of the Board
And Chief Executive Officer
Date: August 14, 1998 /s/ Michael W. Malone
-----------------------------
Michael W. Malone
Vice President Finance
Chief Financial Officer
Treasurer and Secretary
(Principal Financial and Chief
Accounting Officer)
18
<PAGE>
[POLARIS LETTERHEAD]
Exhibit 10(s)
April 1, 1998
Mr. Thomas C. Tiller
19 Bear Brook Court
Clifton Park, NY 12065
Dear Tom:
On behalf of the Board of Directors of Polaris Industries Inc. ("Polaris"),
I am pleased to offer you the position of President and Chief Operating Officer
of Polaris. This letter will confirm the terms of your employment with Polaris.
I. TITLE AND POSITION.
President and Chief Operating Officer of Polaris reporting to W. Hall
Wendel, Jr., Chairman of the Board of Directors and Chief Executive Officer of
Polaris. It is expected that you will be elected to the Board of Directors of
Polaris as soon as practicable after you begin employment with Polaris. It is
currently anticipated that you will become Chief Executive Officer of Polaris on
the date of Polaris' 1999 Annual Meeting of Shareholders or, at the discretion
of the Board of Directors of Polaris, at such earlier or later date as mutually
acceptable to the Board and you.
II. DATE OF EMPLOYMENT.
July 8, 1998.
III. BASE SALARY.
$375,000 per year; reviewed annually by the Compensation Committee of the
Board of Directors and Mr. Wendel. When you become Chief Executive Officer of
Polaris, your annual base salary would be increased to $450,000 per year.
<PAGE>
Mr. Thomas C. Tiller
April 1, 1998
Page 2
IV. CASH INCENTIVE COMPENSATION.
You will be a "A" level executive under Polaris' bonus/profit sharing
arrangements. The Compensation Committee of the Board of Directors of Polaris
determines the actual amount of bonus/profit sharing awards to "A" level
executives. However, the target payout for you as the President and Chief
Operating Officer and/or Chief Executive Officer will be 200% of your base
salary for the years ending December 31, 1998 and 1999. The minimum payment to
you under the bonus/profit sharing arrangements will be 100% of your base salary
(the "Guaranteed Bonus Amount") for the years ending December 31, 1998 and 1999.
Bonus/profit sharing awards for any year are paid in cash during the first
quarter of the following year.
V. STOCK-BASED INCENTIVE COMPENSATION.
You will be an eligible participant under the Polaris Industries Inc. 1995
Stock Option Plan (as the same may be amended from time to time, the "Stock
Option Plan") and the Polaris Industries Inc. Restricted Stock Plan (as the same
may be amended from time to time, the "Restricted Stock Plan"). The Stock
Option Plan and the Restricted Stock Plan are administered by the Stock Award
Compensation Committee of the Board of Directors.
A. STOCK OPTIONS.
On the date upon which you begin employment with Polaris, you will be
granted a stock option to purchase up to 175,000 shares of Polaris' common stock
at an exercise price per share equal to the fair market value (as defined in the
Stock Option Plan) of a share of Polaris common stock on the date of grant.
Polaris annually makes grants of stock options to its employees. As a
Polaris employee, you will receive an additional stock option to purchase 50,000
shares of Polaris' common stock at an exercise price equal to the fair market
value (as defined in the Stock Option Plan) of such shares on the date of grant
at the same time that Polaris makes it annual awards of stock options to
employees in each of 1999, 2000, 2001 and 2002.
The stock options referred to above will be issued under the Stock Option
Plan and will be subject to the provisions, terms and conditions of the Stock
Option Plan and Polaris' standard form of stock option agreement as the same may
be amended from time to time. A copy of Polaris' current form of stock option
agreement is enclosed for your reference as Annex A.
Additionally, you will receive a stock option to purchase up to 250,000
shares of Polaris common stock at an exercise price equal to 135% of the fair
market value of such shares on the date you begin employment with Polaris (the
"Target Price"). This stock option will be granted under the Stock Option Plan
and subject to the provisions, terms and conditions of the Stock Option Plan and
Polaris' standard form of stock option agreement, except that (i) it will become
exercisable ("vest") on the date upon which the fair market value of Polaris
shares meets or exceeds the Target Price, and (ii) if not then vested, it will
terminate on the fifth anniversary of
<PAGE>
Mr. Thomas C. Tiller
April 1, 1998
Page 3
your date of employment. Once vested, this stock option will expire on the
tenth anniversary of the date of its grant, absent earlier expiration due to
termination of your employment in accordance with the terms of Polaris'
standard form of stock option agreement.
B. RESTRICTED SHARE AWARDS.
On the date upon which you begin employment with Polaris you will receive a
Performance Restricted Share Award of 25,000 shares of Polaris common stock.
Such restricted shares will be issued under the Restricted Stock Plan and will
be subject to the provisions, terms and conditions of the Restricted Stock Plan
and Polaris' standard form of performance restricted share agreement. A copy of
Polaris' current form of performance restricted share agreement is enclosed for
your reference as Annex B.
As a Polaris employee, you will receive an additional Performance
Restricted Share Award of 25,000 shares of Polaris common stock at the same time
that Polaris makes its annual restricted share awards to employees in each of
1999, 2000, 2001 and 2002.
VI. SUPPLEMENTAL BENEFITS AND PERQUISITES.
At Polaris, you will participate in Polaris' benefit programs and receive
the perquisites made available by Polaris to its executives including medical,
dental, disability and life insurance coverage, financial planning and tax
preparation services, 401(k) retirement savings plan and Supplemental Executive
Retirement Plan participation and a country club membership. Additionally, you
will have the use of Polaris' products in accordance with Polaris' guidelines.
A summary of your benefits is enclosed herewith as Annex C.
VII. CHANGE IN CONTROL AGREEMENT.
When you begin employment with Polaris, Polaris will enter into a Change in
Control Agreement with you substantially in the form enclosed herewith as Annex
D.
VIII. RELOCATION EXPENSES; TRANSFER ALLOWANCE.
Polaris will pay or reimburse you for the costs of relocating you and your
family to the Minneapolis-St. Paul metropolitan area. Relocation costs are
intended to include the costs of packing and shipping of household goods, the
payment of real estate commissions and legal fees associated with the sale of
your current home and the purchase of a home in the Minneapolis- St. Paul
metropolitan area and travel expenses for you and your immediate family.
Additionally, upon beginning your employment with Polaris, you will receive
a one-time relocation amount of $100,000.
<PAGE>
Mr. Thomas C. Tiller
April 1, 1994
Page 4
IX. TERMINATION PROVISIONS AND PAYMENTS.
A. Your employment with Polaris may be terminated by Polaris with or
without "Cause" (as defined below) at any time. You may terminate your
employment with Polaris for "Good Reason" (as defined below) on or before
December 31, 2000 or for any reason thereafter. For purposes of this agreement,
"Cause" means any of (i) repeated violations of your employment obligations
(other than as a result of incapacity due to physical or mental illness) which
are demonstrably willful and deliberate on your part and which are not remedied
within thirty (30) days after written notice from Polaris specifying such
violations; or (ii) conviction for (or plea of nolo contendere to) a felony
involving moral turpitude, or dishonesty with respect to Polaris. For purposes
of this agreement, "Good Reason" means any of (i) a material reduction in the
scope of your authority and responsibility as an executive of Polaris (other
than isolated, insubstantial actions not taken in bad faith and which are
remedied by Polaris upon notice to Polaris, or as temporarily required due to
your illness or injury), (ii) a reduction in your base compensation; (iii)
Polaris requires your principal place of employment to be other than at its
principal executive offices; or (iv) Polaris otherwise fails to perform any of
its material obligations to you.
B. If on or before December 31, 2000, Polaris terminates your
employment without Cause or you terminate your employment with Polaris for Good
Reason, Polaris will pay you:
1. Your base salary pro rata through the date of termination at the
time such salary would customarily be paid;
2. An amount equal to (a) the Guaranteed Bonus Amount, if such
termination is effective on or before December 31, 1999, or (b) the
average cash bonus award paid to you calculated for the two previous
fiscal years of Polaris if such termination is effective after
December 31, 1999, in either case, pro rata through the date of
termination at the time bonuses for the year of termination are
customarily paid;
3. Your base salary as then in effect for a two year period beginning
on the date of such termination, payable in monthly installments at
the time such base salary is customarily payable; and
4. An amount equal to (a) twice the Guaranteed Bonus Amount, if such
termination is effective on or before December 31, 1999, or (b)
twice the average cash bonus award paid to you calculated for the
two previous fiscal years of Polaris if such termination is
effective after December 31, 1999, in either case, payable in two
equal annual installments at the next two times that bonuses are
customarily paid by Polaris.
Additionally, if on or before December 31, 2000, Polaris terminates your
employment without Cause or you terminate your employment with Polaris for Good
Reason, Polaris will provide you with medical and dental insurance coverage
substantially the same as provided to other
<PAGE>
Mr. Thomas C. Tiller
April 1, 1998
Page 5
executives of Polaris for a period ending on the earlier of (a) two years
from the date of the termination of your employment or (b) the date upon
which you become employed by another employer.
C. If at any time Polaris terminates your employment for Cause or you
terminate your employment without Good Reason, Polaris will pay you your base
salary pro rata through the date of termination. Additionally, if after
December 31, 2000, Polaris terminates your employment with or without cause or
for any reason or you terminate your employment with Polaris with or without
Good Reason, Polaris will pay you your base salary pro rata through the date of
termination. Additionally, if your employment is terminated pursuant to the
preceding two sentences you may purchase health insurance under the then
existing applicable health insurance plans of Polaris in accordance with the
applicable government requirements, including COBRA.
D. In the event that you have not been elected Chief Executive Officer
of Polaris by the Board of Directors of Polaris on or before the date of
Polaris' 1999 Annual Shareholders Meeting and, on or before August 31, 1999, you
have not reached a mutually satisfactory agreement with the Board of Directors
of Polaris regarding the terms and conditions under which you will become Chief
Executive Officer of Polaris you may, on or before September 30, 1999 provide
Polaris with thirty days' advance written notice of your termination of your
employment and in the event of such termination Polaris will pay you:
1. Your base salary pro rata through the date of termination;
2. An amount equal to the Guaranteed Bonus Amount pro rata through the
date of termination at the time bonuses for the year of termination
are customarily paid;
3. Your base salary as then in effect for a three year period beginning
on the date of such termination, payable in monthly installments at
the time such base salary is customarily payable; and
4. An amount equal to three times the Guaranteed Bonus Amount, payable
in three equal annual installments at the next three times bonuses
are customarily paid by Polaris.
Additionally, Polaris will provide you with medical and dental insurance
coverage substantially the same as provided to other executives of Polaris for a
period ending on the earlier of (a) two years from the date of termination of
your employment or (b) the date upon which you become employed by another
employer.
E. In the event your employment is terminated under this Article IX
before a cash bonus for any preceding fiscal year has been paid, Polaris will
pay you your cash bonus for such preceding fiscal year at the time such bonuses
are paid to other executives of Polaris.
<PAGE>
Mr. Thomas C. Tiller
April 1, 1998
Page 6
All amounts payable under this Agreement will be net of any applicable
requisite tax withholding and in lieu of any other rights or claims you may
have against Polaris including under the Change in Control Agreement referred
to in Article VII above, all of which such rights or claims you hereby waive.
X. PROPRIETARY INFORMATION; NONCOMPETITION.
PROPRIETARY INFORMATION
Except with the prior written permission of Polaris, you agree that you
will not, through the actual date of any termination of your employment with
Polaris and for a period of 60 months thereafter, disclose or use any
Proprietary Information (as defined below) of Polaris or any of its subsidiaries
of which you become informed during your employment with Polaris, whether or not
developed by you, except as required by your duties to Polaris or any of its
subsidiaries. Proprietary Information means, as to Polaris or any of its
subsidiaries, business plans, operating plans, procedures or manuals, financial
statements, projections or reports, or other confidential information of the
Company, excluding, however, (i) such information which is then or later becomes
generally available to the public other than through you; (ii) such information
which is received by you from a third party owing no obligation of
confidentiality to Polaris; and (iii) such information which has been or is
later disclosed by Polaris to an unrelated third party on a nonconfidential
basis. Information does not lose its Proprietary Information status merely
because it was known by other persons or entities or because it did not entirely
originate with Polaris. Upon termination of your employment with Polaris for
any reason, you agree to deliver to Polaris all materials (in whatever form or
format) that include Proprietary Information. You agree and understand that the
Proprietary Information and all information contained therein shall be at all
times the property of Polaris. Further, upon termination of your employment for
any reason, you agree to make available to any person designated by Polaris or
any of its subsidiaries all information concerning pending or preceding
transactions which may affect the operation of Polaris or any of its
subsidiaries about which you have knowledge.
NONCOMPETITION.
It is mutually acknowledged that by virtue of your employment hereunder,
Polaris and its subsidiaries will divulge and make accessible to you, and you
will become possessed of, certain valuable and confidential information
concerning the business and operations of Polaris and its subsidiaries. Without
limitation it is also specifically acknowledged that great trust on the part of
Polaris and its subsidiaries will reside in you because your duties will include
involvement in the management, promotion and development of Polaris' operations
and business. Accordingly, it is necessary to enter into the following
protective agreements:
(a) You agree with Polaris and for the benefit of Polaris and its
subsidiaries through the actual date of termination of your
employment, and for a period of two years thereafter, you will not
own or have any interest in and will not, on your behalf or on the
behalf of any third party, perform any services for, directly or
indirectly, any person or entity (a "Polaris Competitor") which
engages in a business that Polaris or any of its subsidiaries
conducts or contemplates conducting in the near
<PAGE>
Mr. Thomas C. Tiller
April 1, 1998
Page 7
future at the time of the termination of your employment (each, a
"Competitive Activity"), except that you may own up to 1% of the
outstanding securities of any corporation if such securities are
registered under the Securities Exchange Act of 1934, as amended
and you may provide services for businesses of Polaris Competitor
that are not engaged in or provide goods or services to a
Competitive Activity.
(b) You agree that during your employment with Polaris and for a period
of two years following the termination of such employment that you
will not, either directly or indirectly, on your own behalf or in
the service or on behalf of others solicit, divert or hire away, or
in any manner attempt to solicit, divert or hire away any full-time
employee of Polaris or any of its subsidiaries, and whether or not
such employment was pursuant to a written or oral contract of
employment and whether or not such employment was for a determined
period or was at-will.
You understand and agree that a breach by you of any of the provisions of this
Agreement may cause Polaris or its subsidiaries irreparable injury and damage
which cannot be compensible by receipt of money damages. You, therefore,
expressly agree that Polaris and its subsidiaries shall be entitled, in addition
to any other remedies legally available to it, to injunctive and/or other
equitable relief to prevent a breach of this Agreement or any part hereof.
Neither this Agreement nor anything contained herein shall be construed as
conferring upon you or Polaris the right to your continued employment by Polaris
after December 31, 2001.
This Agreement is entered into in the State of Minnesota and shall be
construed, interpreted and enforced according to the statutes, rules of law and
court decisions of the State of Minnesota.
This Agreement constitutes the entire understanding of the parties hereto
and supercedes all prior understandings, whether written or oral, between the
parties with respect to your employment with Polaris.
<PAGE>
Mr. Thomas C. Tiller
April 1, 1998
Page 8
Please sign and return a copy of this letter indicating that you accept our
offer and confirming the terms of your employment. The Board of Directors join
me in welcoming you to Polaris.
Very truly yours,
/s/ W. Hall Wendel, Jr.
W. Hall Wendel, Jr.
Chairman and Chief Executive Officer
Accepted and Confirmed:
April 1, 1998
/s/ Thomas C. Tiller
- -------------------------------
Thomas C. Tiller
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS FINANCIAL DATA SCHEDULE CONTAINS THE CONSOLIDATED BALANCE SHEET OF POLARIS
INDUSTRIES INC. AS OF JUNE 30, 1998, AND THE RELATED CONSOLIDATED STATEMENTS OF
OPERATIONS, SHAREHOLDERS EQUITY AND CASH FLOWS FOR THE QUARTER ENDED JUNE 30,
1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 6,750
<SECURITIES> 0
<RECEIVABLES> 18,589
<ALLOWANCES> 0
<INVENTORY> 161,549
<CURRENT-ASSETS> 217,099
<PP&E> 218,253
<DEPRECIATION> 103,470
<TOTAL-ASSETS> 399,630
<CURRENT-LIABILITIES> 205,712
<BONDS> 0
0
0
<COMMON> 260
<OTHER-SE> 173,388
<TOTAL-LIABILITY-AND-EQUITY> 399,360
<SALES> 484,712
<TOTAL-REVENUES> 484,712
<CGS> 373,699
<TOTAL-COSTS> 373,699
<OTHER-EXPENSES> 78,271
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,299
<INCOME-PRETAX> 35,695
<INCOME-TAX> 12,850
<INCOME-CONTINUING> 22,845
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 22,845
<EPS-PRIMARY> 0.87
<EPS-DILUTED> 0.87
</TABLE>
