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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-Q

 

ý

 

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarter ended December 31, 2003 or

 

 

 

o

 

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Commission File Number:   0-18607

 

ARCTIC CAT INC.

(Exact name of registrant as specified in its charter)

 

Minnesota

 

41-1443470

(State or other jurisdiction
of incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

601 Brooks Avenue South, Thief River Falls, Minnesota

 

56701

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (218) 681-8558

 

Indicate by check mark whether the registrant (1) has filed all reports required 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 ý

 

No o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

 

Yes ý

 

No o

 

 

At February 10, 2004, 14,302,504 shares of Common Stock and 6,717,000 shares of Class B Common Stock of the Registrant were outstanding.

 

 



 

Part I - FINANCIAL INFORMATION

 

ITEM I - FINANCIAL STATEMENTS

 

Arctic Cat Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

 

 

 

December 31,
2003

 

March 31,
2003

 

ASSETS

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

Cash and equivalents

 

$

7,672,000

 

$

33,081,000

 

Short-term investments

 

56,970,000

 

58,214,000

 

Accounts receivable, less allowances

 

43,066,000

 

29,018,000

 

Inventories

 

103,948,000

 

71,723,000

 

Prepaid expenses

 

993,000

 

3,829,000

 

Income taxes receivable

 

 

5,009,000

 

Deferred income taxes

 

16,092,000

 

14,417,000

 

 

 

 

 

 

 

Total current assets

 

228,741,000

 

215,291,000

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT - at cost

 

 

 

 

 

Machinery, equipment and tooling

 

123,216,000

 

110,924,000

 

Land, buildings and improvements

 

21,677,000

 

20,428,000

 

 

 

 

 

 

 

 

 

144,893,000

 

131,352,000

 

Less accumulated depreciation

 

80,913,000

 

68,352,000

 

 

 

 

 

 

 

 

 

63,980,000

 

63,000,000

 

 

 

 

 

 

 

 

 

$

292,721,000

 

$

278,291,000

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Accounts payable

 

$

36,166,000

 

$

35,865,000

 

Accrued expenses

 

46,075,000

 

42,462,000

 

Income taxes payable

 

6,672,000

 

 

 

 

 

 

 

 

Total current liabilities

 

88,913,000

 

78,327,000

 

 

 

 

 

 

 

DEFERRED INCOME TAXES

 

13,134,000

 

12,678,000

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

SHAREHOLDERS’ EQUITY

 

 

 

Preferred stock, par value $1.00; 2,050,000 shares authorized; none issued

 

 

 

Preferred stock - Series A Junior Participating, par value $1.00; 450,000 shares authorized; none issued

 

 

 

Common stock, par value $.01; 37,440,000 shares authorized; shares issued and outstanding, 14,295,963 at December 31, 2003; 14,487,849 at March 31, 2003

 

143,000

 

144,000

 

Class B common stock, par value $.01; 7,560,000 shares authorized; issued, and outstanding, 6,717,000 at December 31, 2003; 7,560,000 at March 31, 2003.

 

67,000

 

76,000

 

Accumulated other comprehensive Income (loss)

 

224,000

 

(336,000

)

Retained earnings

 

190,240,000

 

187,402,000

 

 

 

 

 

 

 

 

 

190,674,000

 

187,286,000

 

 

 

 

 

 

 

 

 

$

292,721,000

 

$

278,291,000

 

 

The accompanying notes are an integral part of these condensed statements.

 

2



 

Arctic Cat Inc.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(unaudited)

 

 

 

Three Months
Ended December 31,

 

Nine Months
Ended December 31,

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

194,618,000

 

$

176,175,000

 

$

509,457,000

 

$

465,700,000

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

150,637,000

 

136,522,000

 

390,778,000

 

354,234,000

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

43,981,000

 

39,653,000

 

118,679,000

 

111,466,000

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

29,945,000

 

24,595,000

 

73,186,000

 

63,952,000

 

Watercraft Exit Costs

 

 

(2,404,000

)

 

(2,404,000

)

 

 

 

 

 

 

 

 

 

 

Operating profit

 

14,036,000

 

17,462,000

 

45,493,000

 

49,918,000

 

 

 

 

 

 

 

 

 

 

 

Other income

 

 

 

 

 

 

 

 

 

Interest income

 

279,000

 

452,000

 

690,000

 

1,068,000

 

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes

 

14,315,000

 

17,914,000

 

46,183,000

 

50,986,000

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

4,582,000

 

6,002,000

 

14,779,000

 

16,585,000

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

9,733,000

 

$

11,912,000

 

$

31,404,000

 

$

34,401,000

 

Net earnings per share

 

 

 

 

 

 

 

 

 

Basic

 

$

0.46

 

$

0.54

 

$

1.46

 

$

1.53

 

Diluted

 

$

0.46

 

$

0.53

 

$

1.44

 

$

1.51

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

Basic

 

21,009,000

 

22,099,000

 

21,562,000

 

22,505,000

 

Diluted

 

21,316,000

 

22,289,000

 

21,855,000

 

22,737,000

 

 

The accompanying notes are an integral part of these condensed statements.

 

3



 

Arctic Cat Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

 

 

Nine Months Ended December 31,

 

 

 

2003

 

2002

 

Cash flows from operating activities

 

 

 

 

 

Net earnings

 

$

31,404,000

 

$

34,401,000

 

Adjustments to reconcile net earnings to net cash provided by operating activities

 

 

 

 

 

Depreciation

 

15,706,000

 

12,790,000

 

Deferred income taxes

 

(1,547,000

)

(596,000

)

Tax benefit from stock option exercises

 

1,242,000

 

1,121,000

 

Changes in operating assets and liabilities:

 

 

 

 

 

Trading securities

 

(24,000

)

1,319,000

 

Accounts receivable

 

(14,048,000

)

(18,220,000

)

Inventories

 

(32,225,000

)

(22,659,000

)

Prepaid expenses

 

2,836,000

 

1,615,000

 

Accounts payable

 

1,383,000

 

4,431,000

 

Accrued expenses

 

3,613,000

 

1,544,000

 

Income taxes

 

11,681,000

 

9,756,000

 

Net cash provided by operating activities

 

20,021,000

 

25,502,000

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Purchase of property and equipment

 

(16,686,000

)

(13,965,000

)

Sale and maturity of available-for-sale securities

 

1,074,000

 

1,136,000

 

Net cash used in investing activities

 

(15,612,000

)

(12,829,000

)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Proceeds from issuance of common stock

 

4,897,000

 

2,570,000

 

Dividends paid

 

(4,103,000

)

(4,058,000

)

Repurchase of common stock

 

(30,612,000

)

(24,499,000

)

Net cash used in financing activities

 

(29,818,000

)

(25,987,000

)

 

 

 

 

 

 

Net decrease in cash and equivalents

 

(25,409,000

)

(13,314,000

)

 

 

 

 

 

 

Cash and equivalents at the beginning of period

 

33,081,000

 

43,466,000

 

 

 

 

 

 

 

Cash and equivalents at the end of period

 

$

7,672,000

 

$

30,152,000

 

 

 

 

 

 

 

Supplemental disclosure of cash payments for income taxes

 

$

6,683,000

 

$

9,930,000

 

 

The accompanying notes are an integral part of these condensed statements.

 

4



 

Arctic Cat Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

NOTE A—BASIS OF PRESENTATION

 

The accompanying unaudited condensed consolidated financial statements of Arctic Cat Inc. (the “Company”) have been prepared in accordance with Regulation S-X pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading.

 

In the opinion of management, the unaudited condensed consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position as of December 31, 2003 and, the results of operations for the three and nine month periods ended December 31, 2003 and 2002 and cash flows for the nine month periods ended December 31, 2003 and 2002.  Results of operations for the interim periods are not necessarily indicative of results for the full year. The condensed consolidated balance sheet as of March 31, 2003 is derived from the audited balance sheet as of that date.

 

Preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and related revenues and expenses.  Actual results could differ from those estimates.

 

NOTE B–STOCK BASED COMPENSATION

 

The Company utilizes the intrinsic value method of accounting for its employee stock-based compensation plans.

 

The Company’s reported net earnings and basic and diluted net earnings per share for the three and nine months ended December 31, 2003 and 2002, would have been as follows had the fair value method been used for valuing stock options granted to employees.

 

 

 

Three months ended December 31,

 

 

 

2003

 

2002

 

Net earnings:

 

 

 

 

 

As reported

 

$

9,733,000

 

$

11,912,000

 

Additional compensation expense, net of tax

 

172,000

 

259,000

 

Proforma

 

$

9,561,000

 

$

11,653,000

 

Net earnings per share

 

 

 

 

 

As reported

 

 

 

 

 

Basic

 

$

0.46

 

$

0.54

 

Diluted

 

0.46

 

0.53

 

Proforma

 

 

 

 

 

Basic

 

$

0.46

 

$

0.53

 

Diluted

 

0.45

 

0.52

 

 

5



 

 

 

Nine months ended December 31,

 

 

 

2003

 

2002

 

Net earnings:

 

 

 

 

 

As reported

 

$

31,404,000

 

$

34,401,000

 

Additional compensation expense, net of tax

 

758,000

 

851,000

 

Proforma

 

$

30,646,000

 

$

33,550,000

 

Net earnings per share

 

 

 

 

 

As reported

 

 

 

 

 

Basic

 

$

1.46

 

$

1.53

 

Diluted

 

1.44

 

1.51

 

Proforma

 

 

 

 

 

Basic

 

$

1.42

 

$

1.49

 

Diluted

 

1.40

 

1.48

 

 

NOTE C—NET EARNINGS PER SHARE

 

The Company’s basic net earnings per share is computed by dividing net earnings by the weighted average number of outstanding common shares.  The Company’s diluted net earnings per share is computed by dividing net earnings by the weighted average number of outstanding common shares and common share equivalents relating to stock options, when dilutive.  Options to purchase 400,481 shares of common stock with weighted average exercise prices of $15.76 were outstanding during the three months ended December 31, 2002. There were no anti-dilutive shares during the three months ended December 31, 2003. Options to purchase 113,574 and 348,898 shares of common stock with weighted average exercise prices of $20.94 and $15.69 were outstanding during the nine months ended December 31, 2003 and 2002, all of which were excluded from the computation of common share equivalents because they were anti-dilutive.

 

Weighted Average Shares outstanding consist of the following:

 

 

 

Three Months
Ended December 31,

 

Nine Months
Ended December 31,

 

 

 

2003

 

2002

 

2003

 

2002

 

Weighted average number Of common shares Outstanding

 

21,009,000

 

22,099,000

 

21,562,000

 

22,505,000

 

 

 

 

 

 

 

 

 

 

 

Dilutive effect Of Option Plan

 

307,000

 

190,000

 

293,000

 

232,000

 

 

 

 

 

 

 

 

 

 

 

Common and potential common shares outstanding - diluted

 

21,316,000

 

22,289,000

 

21,855,000

 

22,737,000

 

 

6



 

NOTE D—SHORT-TERM INVESTMENTS

 

Short-term investments consist of the following:

 

 

 

December 31,
2003

 

March 31,
2003

 

 

 

 

 

 

 

Trading securities

 

$

49,151,000

 

$

49,127,000

 

Available-for-sale debt securities

 

7,819,000

 

9,087,000

 

 

 

 

 

 

 

 

 

$

56,970,000

 

$

58,214,000

 

 

NOTE E—INVENTORIES

 

Inventories consist of the following:

 

 

 

December 31,
2003

 

March 31,
2003

 

 

 

 

 

 

 

Raw materials and sub-assemblies

 

$

13,859,000

 

$

17,575,000

 

Finished goods

 

54,647,000

 

22,293,000

 

Parts, garments and accessories

 

35,442,000

 

31,855,000

 

 

 

 

 

 

 

 

 

$

103,948,000

 

$

71,723,000

 

 

NOTE F—ACCRUED EXPENSES

 

Accrued expenses consist of the following:

 

 

 

December 31,
2003

 

March 31,
2003

 

 

 

 

 

 

 

Marketing

 

$

12,855,000

 

$

13,275,000

 

Compensation

 

8,620,000

 

8,389,000

 

Warranties

 

17,999,000

 

12,205,000

 

Insurance

 

4,838,000

 

5,619,000

 

Other

 

1,763,000

 

2,974,000

 

 

 

 

 

 

 

 

 

$

46,075,000

 

$

42,462,000

 

 

The changes in the PWC exit accrual (included in other expenses) were as follows:

 

 

 

Consumer
Incentives

 

Other
Matters

 

Total

 

 

 

 

 

 

 

 

 

Balance at March 31, 2002

 

$

4,655,000

 

$

2,854,000

 

$

7,509,000

 

 

 

 

 

 

 

 

 

Change in estimates

 

(4,000,000

)

(2,404,000

)

(6,404,000

)

Cash payments

 

(207,000

)

 

(207,000

)

 

 

 

 

 

 

 

 

Balance at December 31, 2002

 

448,000

 

450,000

 

898,000

 

 

 

 

 

 

 

 

 

Change in estimates

 

 

 

 

Cash payments

 

(21,000

)

 

(21,000

)

 

 

 

 

 

 

 

 

Balance at March 31, 2003

 

427,000

 

450,000

 

877,000

 

 

 

 

 

 

 

 

 

Change in estimates

 

 

 

 

Cash Payments

 

(19,000

)

 

(19,000

)

 

 

 

 

 

 

 

 

Balance at December 31, 2003

 

$

408,000

 

$

450,000

 

$

858,000

 

 

7



 

NOTE G-PRODUCT WARRANTIES

 

The Company generally provides a limited warranty to the original owner of snowmobiles for twelve months from the date of consumer registration and for six months on ATVs. The Company provides for estimated warranty costs at the time of sale based on historical rates and trends and makes subsequent adjustments to its estimate as actual claims become known or the amounts are determinable. The following represents changes in accrued warranty for the nine month period ended December 31:

 

 

 

2003

 

2002

 

Balance at beginning of period

 

$

12,205,000

 

$

12,937,000

 

Warranty provision

 

14,174,000

 

13,077,000

 

Warranty claim payments

 

(8,380,000

)

(7,071,000

)

Balance at end of period

 

$

17,999,000

 

$

18,943,000

 

 

NOTE H–Shareholders’ Equity

 

Dividend Declaration

 

On January 22, 2004, the Company announced that it’s Board of Directors had declared a regular quarterly cash dividend of $0.07 per share, payable on March 2, 2004 to shareholders of record on February 12, 2004.

 

Share Repurchase

 

During the nine months ended December 31, 2003 and 2002, the Company invested $30,612,000 and $24,499,000, respectively, to repurchase and cancel 1,482,000 and 1,400,000, respectively, shares pursuant to the Board of Directors’ authorizations.  Included in the 2003 repurchases are 843,000 shares of Class B stock from Suzuki Motor Corporation, repurchased for $18,259,000 or $21.66 per share.

 

Additional Paid in Capital

 

During the nine months ended December 31, 2003 and 2002, additional paid in capital increases of $6,135,000 and $3,689,000 from the exercise of stock options were offset by share repurchases.

 

Accumulated Other Comprehensive Income

 

The components and changes in accumulated other comprehensive income (loss), net of taxes, during the following periods were as follows:

 

 

 

Nine months ended

 

 

 

December 31, 2003

 

December 31, 2002

 

Total Accumulated Other Comprehensive

 

 

 

 

 

Income (Loss)

 

 

 

 

 

Balance at beginning of period

 

$

(336,000

)

$

(122,000

)

Unrealized gain (loss) on securities available-for-sale, net of tax

 

(122,000

)

99,000

 

Unrealized gain on derivative instruments, net of tax

 

682,000

 

961,000

 

 

 

 

 

 

 

Balance at end of period

 

$

224,000

 

$

938,000

 

 

8



 

Other Comprehensive Income

 

Other comprehensive income was as follows:

 

 

 

Nine months ended

 

 

 

December 31, 2003

 

December 31, 2002

 

Net earnings

 

$

31,404,000

 

$

34,401,000

 

Unrealized gain (loss) on securities available-for-sale, net of tax

 

(122,000

)

99,000

 

Unrealized gain on derivative instruments, net of tax

 

682,000

 

961,000

 

Total Other Comprehensive Income

 

$

31,964,000

 

$

35,461,000

 

 

Note I–COMMITMENTS AND CONTINGENCIES

 

Litigation

 

The Company is subject to legal proceedings and claims which arise in the ordinary course of business.  In the opinion of management, the ultimate outcome of these matters will not be material to the Company’s consolidated financial position, results of operations or cash flows.

 

Item 2.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Overview

 

Arctic Cat Inc. (the “Company”) designs, engineers, manufactures and markets snowmobiles and all-terrain vehicles (ATVs) under the Arctic Cat brand name, as well as related parts, garments and accessories principally through its facilities in Thief River Falls, Minnesota.  The Company markets its products through a network of independent dealers located throughout the contiguous United States and Canada, and through distributors representing dealers in Alaska, Europe, the Middle East, Asia, and other international markets. The Arctic Cat brand name has existed for more than 40 years and is among the most widely recognized and respected names in the snowmobile industry.  The Company trades on the Nasdaq National Market under the symbol ACAT.

 

Results of Operations

 

THREE AND NINE MONTHS ENDED DECEMBER 31, 2003 COMPARED TO THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2002.

 

Net sales for the third quarter of fiscal 2004 increased 10.5% to $194,618,000 from $176,175,000 for the third quarter of fiscal 2003 due to a 28.3% or $14,823,000 increase in ATV sales, a 5.1% or $4,862,000 increase in snowmobile sales and a 11.6% or $2,758,000 increase in parts, garments and accessory sales. Net sales for the third quarter of fiscal 2003 included a $4,000,000 reduction of a restructuring accrual for estimated sales incentives related to Arctic Cat’s exit from the personal watercraft (PWC) business in September 1999. ATV unit volume increased 23.0% and snowmobile unit volume decreased 8.9% for the third quarter of fiscal 2004 compared to the same quarter last year. Year-to-date net sales increased 9.4% to $509,457,000 from $465,700,000 for the first nine months of fiscal 2004 due to a 24.2% increase in ATV sales, a 4.0% increase in snowmobile sales, and a 1.7% increase in parts, garments and accessory sales.

 

9



 

Year-to-date ATV unit volume increased 9.5% while snowmobile unit volume decreased 6.4%. For fiscal 2004, the Company expects net sales will grow 9 percent to 11 percent and be in the range of $629 million to $639 million.

 

Gross profit for the third quarter of fiscal 2004 increased 10.9% to $43,981,000 from $39,653,000 for the same quarter in fiscal 2003.  The quarterly gross profit percentage for the third quarter in fiscal 2004 was 22.6%, compared to 22.5% for the third quarter in fiscal 2003. Year-to-date gross profit increased 6.5% to $118,679,000 from $111,466,000 for the same period last year. The year-to-date gross profit percentage was 23.3% compared to 23.9% for the same period last year. The year-to-date decrease in the gross profit percentage was primarily due to the aforementioned reduction of estimated PWC restructuring accruals in the previous fiscal year.

 

Operating expenses for the third quarter of fiscal 2004 increased 34.9% to $29,945,000 from $22,191,000 for the third quarter of last year. As a percent of sales, operating expenses were 15.4% for the third quarter of fiscal 2004 versus 12.6% for the same quarter last year. Year-to-date operating expenses for the period ended December 31, 2003 were $73,186,000 compared to $61,548,000 for the same period last year. As a percent of sales, operating expenses were 14.4% for the first nine months of fiscal 2004 compared to 13.2% for the first nine months of fiscal 2003. Both the quarterly and year-to-date increases in operating expenses resulted primarily from losses incurred on Canadian exchange forward contracts and increased operating expenses related to increased sales levels and a $2,404,000 net reduction of estimated PWC restructuring accruals which was offset by a $1,000,000 change in estimate for other non-exit PWC related accruals in the third quarter of fiscal 2003.

 

Other income for the third quarter of fiscal 2004 decreased 38.3% to $279,000 from $452,000 for the third quarter of last year. Year-to-date other income decreased 35.4% to $690,000 from $1,068,000. Both the quarterly and year-to-date decreases resulted from lower interest income earned on investments due to lower interest rates and lower average cash balances.

 

Net earnings for the third quarter of fiscal 2004 decreased 18.3% to $9,733,000 from $11,912,000 for the same quarter last year. Diluted earnings per share were $0.46 and $0.53 for the third quarters of fiscal 2004 and 2003. Year-to-date net earnings decreased 8.7% to $31,404,000 from $34,401,000. Year-to-date diluted net earnings per share for the first nine months of fiscal 2004 were $1.44 compared to $1.51 per share for the same period last year. Both the quarterly and year-to-date decreases in net earnings are mainly due to a $3,405,000 after tax net reduction of the PWC related accruals in the third quarter of fiscal 2003.

 

Liquidity and Capital Resources

 

The seasonality of the Company’s snowmobile production cycle and the lead time between the commencement of snowmobile and ATV production in the early spring and commencement of shipments late in the first quarter have resulted in significant fluctuations in the Company’s working capital requirements during the year.  Historically, the Company has financed its working capital requirements out of available cash balances at the beginning and end of the production cycle and with short-term bank borrowings during the middle of the cycle. The Company’s cash balances traditionally peak early in the fourth quarter and then decrease as working capital requirements increase when the Company’s snowmobile and spring ATV production cycles begin.  During the nine months ended December 31, 2003, the Company repurchased $30,612,000 of common shares compared to $24,499,000 for the same nine month period of the prior year. Cash and short-term investments were $64,642,000 and $86,429,000 at December 31, 2003 and 2002 respectively. The Company’s investment objectives are first, safety of principal and second, rate of return.

 

The Company believes that the cash generated from operations and

 

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available ash will be sufficient to meet its working capital, regular  quarterly dividend, share repurchase program, and capital expenditure  requirements on a short and long-term basis.

 

Line of Credit

 

The Company has an unsecured credit agreement with a bank for the issuance of up to $45,000,000 of documentary and stand-by letters of credit and for working capital and in addition has a $15,000,000 seasonal credit agreement for the Company’s peak production period.

 

Forward Looking Statements

 

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for certain forward-looking statements.  This form 10-Q contains forward-looking statements that reflect the Company’s current views with respect to future events and financial performance.  These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated.  The words “aim,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” and other expressions that indicate future events and trends identify forward-looking statements.  Actual future results and trends may differ materially from historical results or those anticipated depending on a variety of factors, including, but not limited to: product mix and volume; competitive pressure on sales and pricing; increase in material or production cost which cannot be recouped in product pricing; changes in the sourcing of engines from Suzuki; warranty expenses; foreign currency exchange rate fluctuations; product liability claims and other legal proceedings in excess of insured amounts; environmental and product safety regulatory activity;  effects of the weather; overall economic conditions and consumer demand and confidence.

 

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

 

The Company is subject to certain market risk relating to changes in interest rates and foreign currency exchange rates.  Information regarding foreign currency exchange rates is discussed within “Management’s Discussion and Analysis — Inflation and Exchange Rate” and footnote A to the Financial Statements in the 2003 Annual Report on Form 10-K. Interest rate market risk is managed for cash and short-term investments by investing in a diversified frequently maturing portfolio consisting of municipal bonds and money market funds that experience minimal volatility and is not deemed to be significant.

 

Item 4.  Controls and Procedures

 

The Company’s management, including the Chief Executive Officer, have conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 (the “1934 Act”)as of the end of the period covered by this report. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Company in the reports it files or submits under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

 

There have been no changes in internal control over financial reporting that has materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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PART II - OTHER INFORMATION

 

Item 6.  Exhibits and Reports on Form 8-K

 

Exhibit
Number

 

Description

 

3 (a)

 

Amended and Restated Articles of Incorporation of Company

(3)

 

 

 

 

3 (b)

 

Restated By-Laws of the Company

(1)

 

 

 

 

4 (a)

 

Form of Specimen Common Stock Certificate

(1)

 

 

 

 

4 (b)

 

Rights Agreement by and between the Company and Wells Fargo Bank Minnesota, N.A., dated September 17, 2001

(4)

 

 

 

 

10.a

 

Program Agreement, dated as of January 20, 2003, by and between Arctic Cat Sales Inc. and Textron Financial Corporation (Confidential treatment pursuant to 17 CFR Sections 200.80(b) and 240.246-2 has been requested for certain portions of this exhibit. Such portions have been omitted herein and have been filed separately with the SEC.)

 

 

 

 

 

10.b

 

Repurchase Agreement, dated as of January 20, 2003, by and between Arctic Cat Sales Inc. and Textron Financial Corporation.

 

 

 

 

 

31.1

 

CEO Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002.

(2)

 

 

 

 

31.2

 

CFO Certification pursuant section 302 of the Sarbanes-Oxley Act Of 2002.

(2)

 

 

 

 

32.1

 

CEO Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

(2)

 

 

 

 

32.2

 

CFO Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

(2)

 


(1)

 

Incorporated herein by reference to the Company’s Form S-1 Registration Statement (File Number 33-34984).

(2)

 

Filed with this Form 10-Q.

(3)

 

Incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1997.

(4)

 

Incorporated by reference to Exhibit 1 to the Company’s Registration on Form 8-A filed with the SEC on September 20, 2001.

 

 

 

(b)

 

Reports on Form 8-K

 

 

 

 

 

On October 21, 2003, the Company filed a Form 8-K under item 12 to furnish its results of operations and a transcript of a related conference call for the six months ended September 30, 2003.

 

 

 

 

 

On January 22, 2004, the Company filed a Form 8-K under item 12 to furnish its results of operations for the nine months ended December 31, 2003.

 

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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.

 

 

 

ARCTIC CAT INC.

 

 

 

 

 

 

 

Date:

February 13, 2004

 

By s/ Christopher A. Twomey

 

Christopher A. Twomey

 

 

Chief Executive Officer

 

 

Date:

February 13, 2004

 

By s/ Timothy C. Delmore

 

Timothy C. Delmore

 

 

Chief Financial Officer

 

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