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EXCEL - IDEA: XBRL DOCUMENT - ARCTIC CAT INCFinancial_Report.xls
EX-31.1 - CEO CERTIFICATION PURSUANT TO SECTION 302 - ARCTIC CAT INCd235542dex311.htm
EX-31.2 - CFO CERTIFICATION PURSUANT TO SECTION 302 - ARCTIC CAT INCd235542dex312.htm
EX-32.1 - CEO CERTIFICATION PURSUANT TO SECTION 906 - ARCTIC CAT INCd235542dex321.htm
EX-32.2 - CFO CERTIFICATION PURSUANT TO SECTION 906 - ARCTIC CAT INCd235542dex322.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

 

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

for the quarterly period ended September 30, 2011

or

 

¨ 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.)
505 North Highway 169 Suite 1000 Plymouth, Minnesota   55441
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (763) 354-1800

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ¨    Accelerated filer   x
Non-accelerated filer   ¨      Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

At November 3, 2011, 12,191,149 shares of Common Stock and 6,102,000 shares of Class B Common Stock of the registrant were outstanding.

 

 

 


Part I–FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

Arctic Cat Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

 

     September 30,     March 31,  
     2011     2011  

ASSETS

    

Current Assets

    

Cash and cash equivalents

   $ 41,060,000      $ 14,700,000   

Short-term investments

     55,504,000        110,413,000   

Accounts receivable, less allowances

     96,030,000        23,732,000   

Inventories

     103,649,000        61,478,000   

Prepaid expenses

     1,844,000        4,048,000   

Deferred income taxes

     16,868,000        17,669,000   
  

 

 

   

 

 

 

Total current assets

     314,955,000        232,040,000   

Property and Equipment

    

Machinery, equipment and tooling

     202,174,000        195,189,000   

Land, buildings and improvements

     29,099,000        28,924,000   
  

 

 

   

 

 

 
     231,273,000        224,113,000   

Less accumulated depreciation

     190,723,000        184,883,000   
  

 

 

   

 

 

 
     40,550,000        39,230,000   

Other Assets

     1,657,000        1,636,000   
  

 

 

   

 

 

 
   $ 357,162,000      $ 272,906,000   
  

 

 

   

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

    

Current Liabilities

    

Accounts payable

   $ 87,758,000      $ 41,666,000   

Accrued expenses

     49,884,000        44,398,000   

Income taxes payable

     12,751,000        1,380,000   
  

 

 

   

 

 

 

Total current liabilities

     150,393,000        87,444,000   

Deferred Income Taxes

     1,856,000        2,426,000   

Commitments and Contingencies

     —          —     

Shareholders’ Equity

    

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

     —          —     

Preferred stock – Series B 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: 12,191,149 at September 30, 2011 and 12,199,271 at March 31, 2011

     122,000        122,000   

Class B common stock, par value $.01; 7,560,000 shares authorized; shares issued and outstanding: 6,102,000 at September 30, 2011 and at March 31, 2011

     61,000        61,000   

Additional paid-in-capital

     8,305,000        7,280,000   

Accumulated other comprehensive loss

     (155,000     (1,920,000

Retained earnings

     196,580,000        177,493,000   
  

 

 

   

 

 

 

Total shareholders’ equity

     204,913,000        183,036,000   
  

 

 

   

 

 

 
   $ 357,162,000      $ 272,906,000   
  

 

 

   

 

 

 

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

 

2


Arctic Cat Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

     Three Months
Ended September 30,
    Six Months
Ended September 30,
 
     2011     2010     2011     2010  

Net Sales

        

Snowmobile & ATV units

   $ 173,459,000      $ 148,166,000      $ 228,719,000      $ 193,104,000   

Parts, garments & accessories

     31,370,000        27,646,000        51,040,000        46,114,000   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total net sales

     204,829,000        175,812,000        279,759,000        239,218,000   

Cost of goods sold

        

Snowmobile & ATV units

     128,843,000        107,280,000        177,972,000        149,529,000   

Parts, garments & accessories

     18,837,000        17,274,000        30,363,000        27,672,000   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total cost of goods sold

     147,680,000        124,554,000        208,335,000        177,201,000   
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     57,149,000        51,258,000        71,424,000        62,017,000   

Operating expenses

        
        

Selling & marketing

     12,160,000        10,823,000        18,245,000        16,889,000   

Research & development

     3,821,000        3,647,000        7,823,000        6,872,000   

General & administrative

     8,245,000        9,407,000        16,029,000        17,780,000   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     24,226,000        23,877,000        42,097,000        41,541,000   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating profit

     32,923,000        27,381,000        29,327,000        20,476,000   

Other income (expense)

        

Interest income

     20,000        26,000        45,000        44,000   

Interest expense

     (4,000     (7,000     (6,000     (10,000
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other income

     16,000        19,000        39,000        34,000   
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings before income taxes

     32,939,000        27,400,000        29,366,000        20,510,000   

Income tax expense

     11,529,000        9,591,000        10,278,000        7,179,000   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings

   $ 21,410,000      $ 17,809,000      $ 19,088,000      $ 13,331,000   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings per share

        

Basic

   $ 1.18      $ 0.98      $ 1.05      $ 0.73   
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

   $ 1.15      $ 0.97      $ 1.02      $ 0.72   
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding

        

Basic

     18,220,000        18,214,000        18,220,000        18,202,000   
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

     18,668,000        18,320,000        18,654,000        18,404,000   
  

 

 

   

 

 

   

 

 

   

 

 

 

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

 

3


Arctic Cat Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

     Six Months Ended September 30,  
     2011     2010  

Cash flows from operating activities:

    

Net earnings

   $ 19,088,000      $ 13,331,000   

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

    

Depreciation and amortization

     6,416,000        8,244,000   

Deferred income taxes

     (1,950,000     (2,550,000

Stock based compensation expense

     1,374,000        2,535,000   

Changes in operating assets and liabilities:

    

Trading securities

     54,909,000        (1,354,000

Accounts receivable, less allowances

     (68,490,000     (41,127,000

Inventories

     (42,980,000     (14,505,000

Prepaid expenses

     2,200,000        1,765,000   

Accounts payable

     41,607,000        28,932,000   

Accrued expenses

     5,620,000        9,180,000   

Income taxes

     11,294,000        8,753,000   
  

 

 

   

 

 

 

Net cash provided by operating activities

     29,088,000        13,204,000   

Cash flows from investing activities:

    

Purchases of property and equipment

     (7,805,000     (3,234,000
  

 

 

   

 

 

 

Net cash used in investing activities

     (7,805,000     (3,234,000

Cash flows from financing activities:

    

Checks written in excess of bank balance

     5,999,000        —     

Proceeds from short-term borrowings

     22,266,000        —     

Payments on short-term borrowings

     (22,266,000     —     

Proceeds from issuance of common stock

     845,000        207,000   

Tax benefit from stock based awards

     715,000        526,000   

Repurchase of common stock

     (1,909,000     (2,419,000
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     5,650,000        (1,686,000

Effect of exchange rate changes on cash and cash equivalents

     (573,000     167,000   
  

 

 

   

 

 

 

Net increase in cash and cash equivalents

     26,360,000        8,451,000   

Cash and cash equivalents at beginning of period

     14,700,000        31,811,000   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 41,060,000      $ 40,262,000   
  

 

 

   

 

 

 

Supplemental disclosure of cash payments for:

    

Income taxes

   $ 257,000      $ 469,000   
  

 

 

   

 

 

 

Interest

   $ 6,000      $ 10,000   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated 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 September 30, 2011, and the results of operations and the cash flows for the three month and six month periods ended September 30, 2011 and 2010. 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, 2011 is derived from the audited balance sheet as of that date.

Preparation of the Company’s condensed 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.

Certain fiscal 2011 amounts have been reclassified to conform to the fiscal 2012 financial statement presentation. The reclassification had no effect on previously reported operating results.

NOTE B – STOCK BASED COMPENSATION

At September 30, 2011, the Company had stock based compensation plans, all previously approved by the shareholders. Stock options, restricted stock units and restricted stock awards granted under these plans generally vest ratably over one to three years of service. Stock options have a contractual life of five to ten years and provide for accelerated vesting if there is a change in control, as defined in the plans. At September 30, 2011, the Company had 2,863,622 shares available for future grant under its stock option plans.

At September 30, 2011, the Company had $2,529,000 of unrecognized compensation costs related to non-vested stock options, restricted stock units and restricted stock awards that are expected to be recognized over a weighted average period of approximately two years.

For the three months ended September 30, 2011 and 2010, the Company recorded stock based compensation expense of $431,000 and $698,000 and for the six months ended September 30, 2011 and 2010, the Company recorded stock based compensation expense of $1,374,000 and $2,535,000, which has been included in selling, general and administrative expenses. The Company’s total stock based compensation related expense reduced both basic and diluted earnings per share by $0.02 for each of the three months ended September 30, 2011, and 2010, respectively and by $0.05 and $0.09 for the six months ended September 30, 2011 and 2010, respectively.

 

5


The fair value of each stock option award is estimated on the date of grant using the Black-Scholes options pricing model. The following assumptions were used to estimate the fair value of options granted during the six months ended September 30, 2011.

Dividend Yield: 1%

Average Term: 5 years

Volatility: 42%

Risk free rate of return: 2.1%

Option transactions under the plans during the six months ended September 30, 2011 are summarized as follows:

 

     Shares     Weighted-
Average

Exercise
Price
     Weighted-
Average
Contractual
Life
     Aggregate
Intrinsic
Value
 

Outstanding at March 31, 2011

     3,300,453      $ 14.65         

Granted

     247,295        15.77         

Exercised

     (83,439     10.12         

Cancelled

     (85,000     15.33         
  

 

 

   

 

 

       

Outstanding at September 30, 2011

     3,379,309      $ 14.83         5.53       $ 8,262,000   
  

 

 

   

 

 

    

 

 

    

 

 

 

Exercisable at September 30, 2011

     2,742,086      $ 15.53         4.79       $ 6,236,000   
  

 

 

   

 

 

    

 

 

    

 

 

 

The aggregate intrinsic value is based on the difference between the exercise price and the Company’s September 30, 2011 common share market value for in-the-money options.

 

6


The following tables summarize information concerning currently outstanding and exercisable stock options at September 30, 2011.

Options Outstanding

 

Range of

Exercise

Prices

   Number
Outstanding
     Weighted-
Average
Remaining
Contractual
Life in
years
     Weighted-
Average
Exercise
Price
 

$4.16–6.11

     31,157         2.21       $ 4.53   

6.26–9.38

     451,467         7.53         6.38   

9.57–13.33

     1,030,312         6.81         10.32   

14.68–21.96

     1,645,373         4.62         18.43   

27.69

     221,000         2.77         27.69   
  

 

 

    

 

 

    

 

 

 
     3,379,309         5.53       $ 14.83   
  

 

 

    

 

 

    

 

 

 

Options Exercisable

 

Range of

Exercise Prices

   Number
Exercisable
     Weighted-
Average
Exercise
Price
 

$4.16–6.11

     31,157       $ 4.53   

6.26–9.38

     311,604         6.44   

9.57–13.33

     794,047         10.19   

14.68–21.96

     1,384,278         18.94   

27.69

     221,000         27.69   
  

 

 

    

 

 

 
     2,742,086       $ 15.53   
  

 

 

    

 

 

 

The Company’s stock option plan provides for grants of restricted common stock and restricted stock units to executives and key employees of the Company. The restricted common stock and restricted stock units are valued based on the Company’s market value of common stock on the date of grant and the amount of any award is expensed over the requisite service period which approximates two to three years. If grantees are retirement eligible and awards would either fully vest upon retirement or continue to vest after retirement, the full amount of the related expense is recognized upon grant. At September 30, 2011, the Company had 100,899 shares of restricted common stock issued and outstanding under the plan and 35,729 unvested restricted stock units outstanding. The restricted shares have voting rights and participate equally in all dividends and other distributions duly declared by the Company’s Board of Directors.

 

7


Restricted stock awards and restricted stock units under the plans during the six months ended September 30, 2011 are summarized as follows:

 

     Restricted
Stock
    Restricted
Stock Units
 

Outstanding at March 31, 2011

     222,036        —     

Awarded

     29,276        35,729   

Vested

     (148,663     —     

Forfeited

     (1,750     —     
  

 

 

   

 

 

 

Outstanding at September 30, 2011

     100,899        35,729   
  

 

 

   

 

 

 

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 1,852,573 and 2,846,833 shares of common stock with weighted average exercise prices of $19.56 and $16.03 outstanding during the three months ended September 30, 2011 and 2010, respectively, and options to purchase 1,901,973 and 2,297,531 shares of common stock with weighted average exercise prices of $19.45 and $17.42 outstanding during the six months ended September 30, 2011 and 2010, respectively, were excluded from the computation of common share equivalents because they were anti-dilutive as the per share exercise prices exceeded the per share market value.

NOTE D – SHORT-TERM INVESTMENTS

Trading securities consists of $55,504,000 and $110,413,000, invested in various money market funds at September 30, 2011, and March 31, 2011, respectively.

NOTE E – INVENTORIES

Inventories consist of the following:

 

     September 30, 2011      March 31, 2011  

Raw materials and sub-assemblies

   $ 41,934,000       $ 17,602,000   

Finished goods

     34,490,000         22,722,000   

Parts, garments and accessories

     27,225,000         21,154,000   
  

 

 

    

 

 

 
   $ 103,649,000       $ 61,478,000   
  

 

 

    

 

 

 

NOTE F – LINE OF CREDIT

The Company entered into a $60,000,000 senior secured revolving bank agreement in November 2009 for documentary and stand-by letters of credit, working capital needs and general corporate purposes. The Company may borrow up to $60,000,000 during June through November and up to $35,000,000 during December through May. Borrowings under the line of credit bear interest at the greater of the following rates: the prime rate, the federal funds rate plus 0.50% or LIBOR for a 30 day interest period plus 1.00%. As of September 30, 2011 the effective rate was 5.00%. All borrowings are collateralized by substantially all of the Company’s assets including all real estate, accounts receivable and inventory. No borrowings from the line of credit were outstanding at September 30, 2011 and March 31, 2011. The outstanding letters of credit balances were $21,040,000 and $23,323,000 at

 

8


September 30, 2011 and 2010, respectively. The issued letters of credit outstanding, as of September 30, 2011 and 2010, included $18,013,000 and $10,040,000, respectively, issued to Suzuki Motor Corporation (Suzuki) for engine and service parts purchases. Borrowings under the line are subject to certain covenants and restrictions on indebtedness, financial guarantees, business combinations and other related items. The Company was in compliance with the terms of the credit agreement as of September 30, 2011.

NOTE G – ACCRUED EXPENSES

Accrued expenses consist of the following:

 

     September 30, 2011      March 31, 2011  

Marketing

   $ 13,291,000       $ 9,395,000   

Compensation

     6,700,000         7,581,000   

Warranties

     16,141,000         14,049,000   

Insurance

     10,484,000         9,662,000   

Other

     3,268,000         3,711,000   
  

 

 

    

 

 

 
   $ 49,884,000       $ 44,398,000   
  

 

 

    

 

 

 

NOTE H – PRODUCT WARRANTIES

The Company generally provides a limited warranty from the date of consumer registration for twelve months to the owner of snowmobiles 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 the Company’s accrued warranty liability for the six month periods ended September 30:

 

     2011     2010  

Balance at April 1

   $ 14,049,000      $ 14,077,000   

Warranty provision

     5,107,000        4,423,000   

Warranty claim payments

     (3,015,000     (2,974,000
  

 

 

   

 

 

 

Balance at September 30

   $ 16,141,000      $ 15,526,000   
  

 

 

   

 

 

 

NOTE I – SHAREHOLDERS’ EQUITY

Share Repurchase Authorizations

During the six months ended September 30, 2011, the Company repurchased $1,909,000 or 119,087 shares of common stock under the program approved by the Board of Directors, all of which occurred during the three months ended June 30, 2011. At September 30, 2011, the Company has remaining authorization to repurchase up to $5,672,000 of its common stock or approximately 391,000 shares based on the per share closing price of $14.49 as of September 30, 2011.

Additional Paid-in-Capital

During the six months ended September 30, 2011 and 2010, the Company recorded increases to additional paid-in-capital of $1,374,000 and $2,535,000, respectively, related to stock based compensation.

 

9


Accumulated Other Comprehensive Income (Loss)

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

 

     Six Months Ended September 30,  
     2011     2010  

Balance at beginning of period

   $ (1,920,000   $ (2,382,000

Unrealized gain on derivative instruments, net of tax

     3,559,000        145,000   

Foreign currency translation adjustment

     (1,794,000     396,000   
  

 

 

   

 

 

 

Balance at end of period

   $ (155,000   $ (1,841,000
  

 

 

   

 

 

 

Other comprehensive income (loss) was as follows:

 

     Six Months Ended September 30,  
     2011     2010  

Net income

   $ 19,088,000      $ 13,331,000   

Unrealized gain on derivative instruments, net of tax

     3,559,000        145,000   

Foreign currency translation adjustment

     (1,794,000     396,000   
  

 

 

   

 

 

 

Total Other Comprehensive Income

   $ 20,853,000      $ 13,872,000   
  

 

 

   

 

 

 

Note J – COMMITMENTS AND CONTINGENCIES

Dealer Financing

Finance companies provide certain of the Company’s dealers with floorplan financing. The Company has agreements with these finance companies to repurchase certain repossessed products sold to its dealers. At September 30, 2011, the Company was contingently liable under these agreements for a maximum repurchase amount of approximately $74,009,000. The Company’s financial exposure under these agreements is limited to the difference between the amount paid to the finance companies for repurchases and the amount received upon the resale of the repossessed product. Losses incurred under these agreements during the periods presented have not been material.

Litigation

The Company is subject to legal proceedings and claims which arise in the ordinary course of business. Accidents involving personal injury and property damage occur in the use of snowmobiles and ATVs. Claims have been made against the Company from time to time. It is the Company’s policy to vigorously defend against these actions. The Company is not involved in any legal proceedings which it believes will have the potential for a materially adverse impact on the Company’s business or financial condition, results of operations or cash flows.

NOTE K – FAIR VALUE MEASUREMENTS

As of September 30, 2011, the Company’s foreign currency contract fair value was an asset totaling $4,284,000 and considered a Level 2 measurement. As of March 31, 2011, the Company’s foreign currency contract fair value was a liability totaling $1,456,000 and considered a Level 2 measurement.

 

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NOTE L – RECENT ACCOUNTING PRONOUNCEMENTS

In June 2011, the Financial Accounting Standards Board (“FASB”) released Accounting Standards Update No. 2011-05 (“ASU 2011-05”), Presentation of Comprehensive Income. The new guidance enhances the presentation of comprehensive income by requiring presentation either in a single statement of comprehensive income or in two consecutive statements. The new guidance requires presentation of each component of net income and other comprehensive income, along with total net income, total other comprehensive income, and total comprehensive income. ASU 2011-05 will be effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this standard is not expected to have a significant effect on the consolidated financial statements.

NOTE M – CASH AND CASH EQUIVALENTS

The Company includes checks issued but not presented for payment in cash and cash equivalents as a reduction of other cash balances unless checks written are in excess of the bank balance. As of September 30, 2010 and March 31, 2011, the Company had no checks written in excess of bank balances. As of September 30, 2011, the Company had $5,999,000 of checks written in excess of bank balances which were classified as accounts payable on the balance sheet and included in the statement of cash flows for the six months ended September 30, 2011 as a financing activity.

 

11


Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Arctic Cat Inc., a Minnesota corporation, (the “Company” or “Arctic Cat,” or “we” “our” or “us”), is based in Thief River Falls, Minnesota with principal executive offices in Plymouth, Minnesota. We operate in a single industry segment and design, engineer, manufacture and market snowmobiles and all-terrain vehicles (ATVs) under the Arctic Cat® brand name, as well as related parts, garments and accessories (PG&A). We market our products through a network of independent dealers located throughout the United States, Canada, and Europe and through distributors representing dealers in Europe, South America, the Middle East, Asia and other international markets. The Arctic Cat brand name has existed for 50 years and is among the most widely recognized and respected names in the motorsports industry. Our common stock trades on the NASDAQ Global Select Market under the symbol ACAT.

Executive Overview

The following discussion pertains to our results of operations and financial position for the quarter and six month period ended September 30, 2011. Due to the seasonality of the snowmobile, ATV and PG&A businesses, 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 full year.

For the second quarter ended September 30, 2011, we reported net sales of $204.8 million and net earnings of $ 21.4 million, or $1.15 per diluted share, compared to second quarter ended September 30, 2010 net sales of $175.8 million and net earnings of $17.8 million, or $0.97 per diluted share. An increase in net sales for all product lines and a 180 basis point improvement in operating expenses as a percent of sales contributed to improved quarterly results compared to the same period in the prior year. For the six months ended September 30, 2011, we reported net sales of $279.8 million and net earnings of $19.1 million, or $1.02 per diluted share, compared to net sales of $239.2 million and net earnings of $13.3 million, or $0.72 per diluted share, for the same period last year.

Sales of our ATVs outperformed the industry during the first half of the fiscal year and we gained market share in North America. During the second quarter we began to roll out our first entry into the growing sport side-by-side market with our new Wildcat model, and we remain on track to ship this off-road vehicle to dealers in fiscal 2012. Looking ahead, despite our expectation that North American ATV retail sales will decline 10 to 15 percent, we expect continued growth in fiscal 2012 in our ATV business, due to the competitive strength of our core ATV and Prowler side-by-side vehicle offerings, and the growth potential for the Wildcat sport side-by-side model.

Our new 2012 snowmobile line-up was unveiled in March, with 23 all-new models representing 75 percent of our current offerings. We anticipate that the breadth of our new models and innovative technologies will have a positive impact on fiscal 2012 snowmobile sales. Regarding fiscal 2012 industry retail snowmobile sales, we expect North American retail sales to increase approximately 5 to 10 percent.

For the fiscal year ending March 31, 2012, we now anticipate sales in the range of $530 million to $545 million, an increase of 14 percent to 17 percent versus fiscal 2011. We estimate that fiscal 2012 earnings will increase 57 percent to 64 percent and be in the range of $1.10 to $1.15 per diluted share. Previously, we expected sales in the range of $520 million to $530 million for fiscal 2012 and earnings per diluted share in the range of $0.94 to $1.00 per diluted share.

 

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Results of Operations

Product Line Sales

 

     Three Months Ended September 30,     Six Months Ended September 30,  

($ in millions)

   2011      Percent
of
Total

Sales
    2010      Percent
of
Total

Sales
    Change
2011 vs
2010
    2011      Percent
of
Total
Sales
    2010      Percent
of
Total

Sales
    Change
2011 vs
2010
 

Snowmobile

   $ 114.7         56   $ 91.5         52     25   $ 132.0         47   $ 108.6         46     22

ATV

     58.7         29     56.6         32     4     96.7         35     84.5         35     14

Parts, garments & accessories

     31.4         15     27.7         16     13     51.1         18     46.1         19     11
  

 

 

    

 

 

   

 

 

    

 

 

     

 

 

    

 

 

   

 

 

    

 

 

   

Net Sales

   $ 204.8         100   $ 175.8         100     17   $ 279.8         100   $ 239.2         100     17
  

 

 

    

 

 

   

 

 

    

 

 

     

 

 

    

 

 

   

 

 

    

 

 

   

During the second quarter of fiscal 2012, net sales increased 17% to $204.8 million from $175.8 million in the second quarter of fiscal 2011 primarily due to sales increases for all product lines. Snowmobile unit volume increased 36%, ATV unit volume increased 13%, and parts, garments and accessories sales increased $3.7 million. Net sales for the six months ended September 30, 2011 increased 17% to $279.8 million from $239.2 million for the same period in fiscal 2011. Snowmobile unit volume increased 32%, ATV unit volume increased 14%, and parts, garments and accessories sales increased $5.0 million. Increases in snowmobile unit volume for the quarter and year-to-date were driven primarily by increased shipments of our extensive new 2012 snowmobile line-up. Increased ATV unit volume for the quarter and year-to-date resulted from increased international sales. PG&A sales increases during the quarter and year-to-date were primarily due to increased preseason snowmobile parts, garments and accessories sales.

Cost of Goods Sold

 

     Three Months Ended September 30,     Six Months Ended September 30,  

($ in millions)

   2011      Percent
of
Total

Sales
    2010      Percent
of
Total

Sales
    Change
2011 vs
2010
    2011      Percent
of
Total
Sales
    2010      Percent
of
Total

Sales
    Change
2011 vs
2010
 

Snowmobile & ATV units

   $ 128.9         62.9   $ 107.3         61.0     20.1   $ 178.0         63.6   $ 149.5         62.5     19.1

Parts, garments & accessories

     18.8         9.2     17.3         9.8     8.7     30.3         10.8     27.7         11.6     9.4
  

 

 

    

 

 

   

 

 

    

 

 

     

 

 

    

 

 

   

 

 

    

 

 

   

Total Cost of Goods Sold

   $ 147.7         72.1   $ 124.6         70.8     18.5   $ 208.3         74.4   $ 177.2         74.1     17.6
  

 

 

    

 

 

   

 

 

    

 

 

     

 

 

    

 

 

   

 

 

    

 

 

   

During the second quarter of fiscal 2012, cost of sales increased 18.5% to $147.7 million from $124.6 million for the second quarter of fiscal 2011. Fiscal 2012 snowmobile and ATV unit cost of sales increased 20.1% to $128.9 million from $107.3 million directionally in line with increases in unit sales during the second quarter of fiscal 2012 compared to the second quarter of fiscal 2011. The second quarter of fiscal 2012 cost of sales for PG&A increased 8.7% to $18.8 million from $17.3 million for the second quarter of fiscal 2011, in line with increased sales and increased freight, packaging and product costs. During the first six months of fiscal 2012 cost of sales increased 17.6% to $208.3 million from $177.2 million for the first six months of fiscal 2011. Fiscal 2012 snowmobiles and ATV unit cost of sales for the first six months increased 19.1% to $178.0 million from $149.5 million due to the higher product and freight costs during the period compared to the same period of fiscal 2011. The first six months of fiscal 2012 cost of sales for PG&A increased 9.4% to $30.3 million compared to $27.7 million for fiscal 2011, in line with increased sales.

 

 

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Gross Profit

 

     Three Months Ended September 30,     Six Months Ended September 30,  

($ in millions)

   2011     2010     Change
2011 vs 2010
    2011     2010     Change
2011 vs 2010
 

Gross Profit Dollars

   $ 57.1      $ 51.3        11.3   $ 71.4      $ 62.0        15.2

Percentage of Sales

     27.9     29.2       25.5     25.9  

Gross profit increased 11.3% to $57.1 million in the second quarter of fiscal 2012 from $51.3 million in the second quarter of fiscal 2011. The gross profit percentage for the second quarter of fiscal 2012 decreased to 27.9% versus 29.2% in 2011. Gross profit increased 15.2% to $71.4 million in the first six months of fiscal 2012 from $62.0 million in the first six months of fiscal 2011. The gross profit percentage for the first six months of fiscal 2012 decreased to 25.5% versus 25.9% in 2011. The decreases in the quarterly and year-to-date 2012 gross profit percentages were primarily due to sales incentives on early season snowmobile sales, increased international shipments and product mix.

Operating Expenses

 

     Three Months Ended September 30,     Six Months Ended September 30,  

($ in millions)

   2011     2010     Change
2011 vs 2010
    2011     2010     Change
2011 vs 2010
 

Selling & Marketing

   $ 12.2      $ 10.8        13.0   $ 18.3      $ 16.9        8.3

Research & Development

     3.8        3.7        2.7     7.8        6.9        13.0

General & Administrative

     8.2        9.4        (12.8 )%      16.0        17.8        (10.1 )% 
  

 

 

   

 

 

     

 

 

   

 

 

   

Total Operating Expenses

   $ 24.2      $ 23.9        1.3   $ 42.1      $ 41.6        1.2
  

 

 

   

 

 

     

 

 

   

 

 

   

Percentage of Sales

     11.8     13.6       15.0     17.4  

Selling and Marketing expenses increased 13.0% to $12.2 million in the second quarter of fiscal 2012 from $10.8 million in the second quarter of fiscal 2011, primarily due to increased advertising expenses. Research and Development expenses increased 2.7% to $3.8 million in the second quarter of fiscal 2012 compared to $3.7 million in the second quarter of fiscal 2011 due primarily to higher product development expenses. General and Administrative expenses decreased 12.8% to $8.2 million in the second quarter of fiscal 2012 from $9.4 million in the second quarter of fiscal 2011 due primarily to lower compensation and legal costs offset by higher Canadian hedge costs. Selling and Marketing expenses increased 8.3% to $18.3 million in the first six months of fiscal 2012 from $16.9 million in the same period of fiscal 2011, primarily due to higher advertising expenses. Research and Development expenses increased 13.0% to $7.8 million in the first six months of fiscal 2012 compared to $6.9 million in the same period of fiscal 2011, due primarily to higher development expenses. General and Administrative expenses decreased 10.1% to $16.0 million in the first six months of fiscal 2012 from $17.8 million in the same period of fiscal 2011, primarily due to lower compensation and legal costs offset by higher international administrative expenses and higher Canadian hedge costs.

 

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Other Income / Expense

We had $20,000 in interest income in the second quarter of fiscal 2012 compared to $26,000 in the second quarter of fiscal 2011. Interest expense decreased to $4,000 in the second quarter of fiscal 2012 from $7,000 in the second quarter of fiscal 2011. Interest income increased to $45,000 in the first six months of fiscal 2012 from $44,000 in the same period of fiscal 2011. Interest expense decreased to $6,000 in the first six months of fiscal 2012 from $10,000 in fiscal 2011. Interest income was primarily affected by higher cash levels at the beginning of the fiscal year compared to last year. Interest expense is lower at the beginning of the fiscal year primarily driven by reduced inventory levels.

Liquidity and Capital Resources

The seasonality of our snowmobile production cycle and the lead time between the commencement of snowmobile and ATV production and commencement of shipments late in the first quarter have resulted in significant fluctuations in our working capital requirements. Historically, we have financed our 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. Our cash balances traditionally peak early in the fourth quarter and then decrease as working capital requirements increase when our snowmobile and ATV production cycles begin in the spring. Accounts receivable increased to $96.0 million at September 30, 2011 from $70.5 million at September 30, 2010. The accounts receivable balance at March 31, 2011 was $23.7 million. The increase in our accounts receivable balance as of September 30, 2011 compared to March 31, 2011 is due to the seasonality of our snowmobile, ATV and PG&A businesses. Inventory was $103.6 million at September 30, 2011 compared to $95.9 million at September 30, 2010 and $61.5 million at March 31, 2011. During the six months ended September 30, 2011, we repurchased $1.9 million of our common shares. Cash and short-term investments were $96.6 million and $80.9 million at September 30, 2011 and 2010, respectively and $125.1 million at March 31, 2011. Our investment objectives are first, safety of principal, and second, rate of return.

We believe current available cash and cash generated from operations together with working capital financing through our available line of credit will provide sufficient funds to finance operations on a short and long-term basis.

Line of Credit

We operate under a multi-year senior secured credit agreement that allows borrowings of up to $60 million for working capital during June through November and up to $35 million during December through May. We were in compliance with the terms of the credit agreement as of September 30, 2011.

Dealer Floorplan Financing

We entered into a multi-year agreement in October 2009 for GE Commercial Distribution Finance to become the exclusive provider of floorplan financing for our U.S. dealers.

In August 2010, we entered into an agreement with a Canadian subsidiary of TCF Bank to become the exclusive provider of floorplan financing for our Canadian dealers. The new multi-year financing program replaced our previous financing agreement with Textron Financial Corporation.

 

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Certain Information Concerning Off-Balance Sheet Arrangements

As of September 30, 2011, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. We are, therefore, not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in these relationships.

Significant Accounting Policies

See our most recent Annual Report on Form 10-K for the year ended March 31, 2011 for a discussion of our critical accounting policies.

In June 2011, the FASB released Accounting Standards Update No. 2011-05 (“ASU 2011-05”), Presentation of Comprehensive Income. The new guidance enhances the presentation of comprehensive income by requiring presentation either in a single statement of comprehensive income or in two consecutive statements. The new guidance requires presentation of each component of net income and other comprehensive income, along with total net income, total other comprehensive income, and total comprehensive income. ASU 2011-05 will be effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of the update is not expected to have a significant effect on the consolidated financial statements.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for certain forward-looking statements. This Quarterly Report on Form 10-Q contains forward-looking statements that reflect our 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, including statements related to future product shipments, sales growth expectations, industry conditions, our sales outlook for fiscal year 2012, our estimated earnings for fiscal year 2012, and the sufficiency of available funds to finance future operations. 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, pricing and sales incentives; increase in material or production cost which cannot be recouped in product pricing; changes in the sourcing of engines; interruption of dealer floorplan financing; warranty expenses and product recalls; foreign currency exchange rate fluctuations; product liability claims and other legal proceedings in excess of reserves or insured amounts; environmental and product safety regulatory activity; effects of the weather; general economic conditions and political changes, interest rate changes and consumer demand and confidence. We do not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Item 3.     Quantitative and Qualitative Disclosures about Market Risk

We are subject to certain market risks relating to changes in inflation, foreign currency exchange rates and interest rates. These market risks have not changed significantly since March 31, 2011. As of September 30, 2011, we have notional Canadian dollar denominated cash flow hedges of approximately $74.4 million (USD) with a weighted average contract exchange rate of 98.7 USD to CAD. The fair values of the Canadian

 

16


dollar contracts at September 30, 2011 represent an unrealized gain of $4,284,000. A ten percent fluctuation in the currency rates as of September 30, 2011 would have resulted in a change in the fair value of the Canadian dollar hedge contracts of approximately $8,270,000. However, since these contracts hedge foreign currency denominated transactions, any change in the fair value of the contracts would be offset by changes in the underlying value of the transactions being hedged. As of September 30, 2011, we had no Japanese Yen denominated cash flow hedges.

Information regarding inflation, foreign currency exchange rates and interest rates is discussed within “Quantitative and Qualitative Disclosures About Market Risk, Foreign Exchange Rates and Interest Rates” and Footnote A to the Financial Statements in the Company’s 2011 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

Our management, including our Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rule 13a-15(e)) pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 as of September 30, 2011. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

There have been no significant changes in internal controls over financial reporting during the fiscal quarter ended September 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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Part II – FINANCIAL INFORMATION

Item 6. Exhibits

 

Exhibit

Number

 

Description

    
3 (a)   Amended and Restated Articles of Incorporation of the Company    (1)
3 (b)   Restated By-Laws of the Company    (2)
4 (a)   Form of specimen common stock certificate    (2)
31.1   CEO Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002    (3)
31.2   CFO Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002    (3)
32.1   CEO Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002    (3)
32.2   CFO Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002    (3)
101   Financial statements from the quarterly report (4) on Form 10-Q of the Company for the quarter ended September 30, 2011, formatted in XBRL: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) the Notes to the Condensed Consolidated Financial Statements tagged as blocks of text.    (4)

 

(1) Incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1997.
(2) Incorporated herein by reference to the Company’s Form S-1 Registration Statement (File Number 33-34984), and with respect to exhibit 3(b), as amended by the Company’s Current Report on Form 8-K filed on December 19, 2007.
(3) Filed with this Quarterly Report on Form 10-Q.
(4) Furnished with this Quarterly Report on Form 10-Q.

 

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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: November 9, 2011     By   /s/ Claude J. Jordan         
      Claude J. Jordan
      Chief Executive Officer

 

Date: November 9, 2011     By   /s/ Timothy C. Delmore         
      Timothy C. Delmore
      Chief Financial Officer

 

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