# Polaris Inc.: Form 10-Q for the period ended Jun 30, 2024

- Company: [Polaris Inc.](/companies/pii.md) (CIK 931015)
- Form: 10-Q
- Filed: 2024-07-23
- Accepted by EDGAR: Jul 23, 2024, 15:00 ET
- Period: 2024-06-30
- Accession: 0001628280-24-032580
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/931015/000162828024032580/pii-20240630.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/931015/000162828024032580/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2024-04-01 to 2024-06-30 | $1.96bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2024-01-01 to 2024-06-30 | $3.70bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2024-04-01 to 2024-06-30 | $1.54bn | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 6 months, 2024-01-01 to 2024-06-30 | $2.94bn | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2024-04-01 to 2024-06-30 | $424.0m | us-gaap:GrossProfit |
| Gross profit | 6 months, 2024-01-01 to 2024-06-30 | $754.3m | us-gaap:GrossProfit |
| Research and development | 3 months, 2024-04-01 to 2024-06-30 | $86.8m | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 6 months, 2024-01-01 to 2024-06-30 | $174.6m | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 3 months, 2024-04-01 to 2024-06-30 | $119.7m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2024-01-01 to 2024-06-30 | $158.7m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2024-04-01 to 2024-06-30 | $34.6m | us-gaap:InterestExpense |
| Interest expense | 6 months, 2024-01-01 to 2024-06-30 | $66.5m | us-gaap:InterestExpense |
| Income tax | 3 months, 2024-04-01 to 2024-06-30 | $17.0m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2024-01-01 to 2024-06-30 | $20.8m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2024-04-01 to 2024-06-30 | $68.7m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2024-01-01 to 2024-06-30 | $72.5m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2024-04-01 to 2024-06-30 | $1.21 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2024-01-01 to 2024-06-30 | $1.27 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2024-04-01 to 2024-06-30 | $1.21 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2024-01-01 to 2024-06-30 | $1.28 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2024-04-01 to 2024-06-30 | 56,900,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2024-01-01 to 2024-06-30 | 57,000,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2024-01-01 to 2024-06-30 | $40.9m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2024-01-01 to 2024-06-30 | $139.3m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 6 months, 2024-01-01 to 2024-06-30 | $74.1m | us-gaap:PaymentsOfDividendsCommonStock |
| Share repurchases | 6 months, 2024-01-01 to 2024-06-30 | $82.3m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2024-06-30 | $322.7m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2024-06-30 | $2.80bn | us-gaap:AssetsCurrent |
| Total assets | at 2024-06-30 | $5.71bn | us-gaap:Assets |
| Current liabilities | at 2024-06-30 | $1.98bn | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2024-06-30 | $4.36bn | us-gaap:Liabilities |
| Shareholders' equity | at 2024-06-30 | $1.34bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 32,782 characters.

The following discussion pertains to the results of operations and financial position of Polaris Inc., a Delaware corporation, for the three and six month period ended June 30, 2024 compared to the three and six month period ended June 30, 2023. The terms “Polaris,” the “Company,” “we,” “us,” and “our” as used herein refer to the business and operations of Polaris Inc., its subsidiaries and its predecessors, which began doing business in 1954. We design, engineer, manufacture and market powersports vehicles which include: off-road vehicles (“ORV”), including all-terrain vehicles (“ATV”) and side-by-side vehicles; military and commercial ORVs; snowmobiles; motorcycles; moto-roadsters; quadricycles; and boats. We also design and manufacture or source parts, garments and accessories (“PG&A”), which includes aftermarket accessories and apparel. Due to the seasonal trends for certain products and 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. Unless otherwise noted, all “quarter” comparisons are from the second quarter of 2024 to the second quarter of 2023 and all “year-to-date” comparisons are from the six month period ended June 30, 2024 to the six month period ended June 30, 2023. Estimates related to industry retail sales are unaudited and based on internally-generated management estimates, including estimates based on extrapolations from third-party surveys of the industries in which we compete, and are subject to change.

### Overview

Second quarter sales totaled $1,961.2 million, a decrease of 12 percent from last year’s second quarter sales of $2,216.6 million. The decrease in sales for the quarter was primarily due to decreased shipments in all segments and lower net pricing driven by higher promotional costs, partially offset by product mix.

Our gross profit of $424.0 million decreased 16 percent from $505.0 million in the comparable prior year second quarter. Gross profit, as a percentage of sales, decreased primarily due to lower net pricing driven by higher promotional costs and decreased leverage of fixed costs as a result of reduced sales volumes. This decrease was partially offset by favorable operational costs.

Net income attributable to Polaris was $68.7 million, or $1.21 per diluted share, compared to 2023 second quarter net income attributable to Polaris of $134.3 million, or $2.32 per diluted share. These decreases were primarily the result of decreased shipments in all segments and lower net pricing driven by higher promotional costs. We reported second quarter Adjusted EBITDA of $198.1 million, compared to 2023 second quarter Adjusted EBITDA of $265.5 million. For information on how we define and calculate Adjusted EBITDA, and a reconciliation from net income to Adjusted EBITDA, see “Non-GAAP Financial Measures”.

### Consolidated Results of Operations

The consolidated results of operations were as follows:

*($ in millions except percentages and share data)*

|  | Three months ended June 30, 2024 | 2023 | Change 2024 vs. 2023 | Six months ended June 30, 2024 | 2023 | Change 2024 vs. 2023 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Sales | $1,961.2 | $2,216.6 | (12)% | $3,697.6 | $4,396.3 | (16)% |
| Cost of sales | $1,537.2 | $1,711.6 | (10)% | $2,943.3 | $3,422.1 | (14)% |
| Gross profit | $424.0 | $505.0 | (16)% | $754.3 | $974.2 | (23)% |
| Percentage of sales | 21.6% | 22.8% | -117 bps | 20.4% | 22.2% | -176 bps |
| Operating expenses: |  |  |  |  |  |  |
| Selling and marketing | $132.6 | $132.6 | —% | $259.0 | $270.2 | (4)% |
| Research and development | 86.8 | 93.2 | (7)% | 174.6 | 189.7 | (8)% |
| General and administrative | 110.4 | 103.8 | 6% | 209.4 | 194.6 | 8% |
| Total operating expenses | $329.8 | $329.6 | 0% | $643.0 | $654.5 | (2)% |
| Percentage of sales | 16.8% | 14.9% | +194 bps | 17.4% | 14.9% | +250 bps |
| Income from financial services | $25.5 | $20.6 | 24% | $47.4 | $37.4 | 27% |
| Operating income | $119.7 | $196.0 | (39)% | $158.7 | $357.1 | (56)% |
| Non-operating expense: |  |  |  |  |  |  |
| Interest expense | $34.6 | $31.4 | 10% | $66.5 | $59.7 | 11% |
| Other income, net | $(0.8) | $(8.1) | (90)% | $(1.4) | $(20.5) | (93)% |
| Income before income taxes | $85.9 | $172.7 | (50)% | $93.6 | $317.9 | (71)% |
| Provision for income taxes | $17.0 | $38.4 | (56)% | $20.8 | $70.0 | (70)% |
| Effective income tax rate | 19.9% | 22.3% | -241 bps | 22.3% | 22.0% | +25 bps |
| Net income | $68.9 | $134.3 | (49)% | $72.8 | $247.9 | (71)% |
| Net income attributable to noncontrolling interest | (0.2) | — | NM | (0.3) | (0.2) | 50% |
| Net income attributable to Polaris Inc. | $68.7 | $134.3 | (49)% | $72.5 | $247.7 | (71)% |
| Percentage of sales | 3.5% | 6.1% | -255 bps | 2.0% | 5.6% | -367 bps |
| Adjusted EBITDA | $198.1 | $265.5 | (25)% | $308.1 | $503.6 | (39)% |
| Adjusted EBITDA Margin | 10.1% | 12.0% | -188 bps | 8.3% | 11.5% | -312 bps |
| Diluted net income per share attributable to Polaris Inc. shareholders | $1.21 | $2.32 | (48)% | $1.27 | $4.28 | (70)% |
| Weighted average diluted shares outstanding | 56.9 | 57.8 | (2)% | 57.0 | 57.9 | (2)% |
| NM = not meaningful |  |  |  |  |  |  |

22

### Sales:

The decrease in sales for the quarter and year-to-date periods was due to decreased shipments and lower net pricing driven by higher promotional costs, partially offset by product mix.

The components of the consolidated sales change were as follows:

|  | Percent change in total Company sales compared to corresponding period of the prior year Three months ended June 30, 2024 | Six months ended June 30, 2024 |
| --- | ---: | ---: |
| Volume | (15)% | (20)% |
| Product mix and price | 3 | 4 |
| Currency | — | — |
|  | (12)% | (16)% |

The volume decrease for the quarter and year-to-date periods was primarily the result of decreased shipments in all segments. Product mix and price for the quarter and year-to-date periods were favorable as a result of a higher sales mix of ORVs, partially offset by lower net pricing driven by higher promotional costs.

Sales by geographic region were as follows:

*($ in millions)*

|  | Three months ended June 30, 2024 | Percent of Total Sales | 2023 | Percent of Total Sales | Percent Change 2024 vs. 2023 | Six months ended June 30, 2024 | Percent of Total Sales | 2023 | Percent of Total Sales | Percent Change 2024 vs. 2023 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| United States | $1,560.7 | 80% | $1,745.8 | 79% | (11)% | $2,903.5 | 79% | $3,440.4 | 78% | (16)% |
| Canada | 116.4 | 6% | 137.5 | 6% | (15)% | 217.8 | 6% | 285.1 | 7% | (24)% |
| Other countries | 284.1 | 14% | 333.3 | 15% | (15)% | 576.3 | 15% | 670.8 | 15% | (14)% |
| Total sales | $1,961.2 | 100% | $2,216.6 | 100% | (12)% | $3,697.6 | 100% | $4,396.3 | 100% | (16)% |

Sales in the United States decreased during the quarter and year-to-date periods primarily as a result of lower shipments in all segments.

Sales in Canada decreased during the quarter and year-to-date periods primarily as a result of decreased snowmobile shipments. Currency rate movements had an unfavorable impact of two percentage points on quarter sales and an unfavorable impact of one percentage point on year-to-date sales.

Sales in other countries decreased during the quarter and year-to-dates periods, primarily as a result of lower ORV, motorcycle, and snowmobile shipments. Currency rate movements had an unfavorable impact of one percentage point on quarter sales and no impact on year-to-date sales.

### Cost of Sales:

The following table reflects our cost of sales in dollars and as a percentage of sales:

*($ in millions)*

|  | Three months ended June 30, 2024 | Percent of Total Cost of Sales | 2023 | Percent of Total Cost of Sales Percent Change 2024 vs. 2023 | Six months ended June 30, 2024 | Percent of Total Cost of Sales | 2023 | Percent of Total Cost of Sales Percent Change 2024 vs. 2023 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Purchased materials and services | $1,259.6 | 82% | $1,426.6 | 83% (12)% | $2,411.8 | 82% | $2,857.5 | 83% (16)% |
| Labor and benefits | 178.7 | 12% | 191.7 | 11% (7)% | 343.5 | 12% | 377.8 | 11% (9)% |
| Depreciation and amortization | 52.8 | 3% | 45.4 | 3% 16% | 101.1 | 3% | 94.4 | 3% 7% |
| Warranty costs | 46.1 | 3% | 47.9 | 3% (4)% | 86.9 | 3% | 92.4 | 3% (6)% |
| Total cost of sales | $1,537.2 | 100% | $1,711.6 | 100% (10)% | $2,943.3 | 100% | $3,422.1 | 100% (14)% |
| Percentage of sales | 78.4% |  | 77.2% | +117 bps | 79.6% |  | 77.8% | +176 bps |

Cost of sales decreased during the quarter and year-to-date periods primarily as a result of reduced sales volumes driving lower purchased materials and decreased labor costs.

### Gross Profit:

Gross profit for the quarter and year-to-date periods, as a percentage of sales, decreased primarily due to lower net pricing driven by higher promotional costs, decreased leverage of fixed costs as a result of reduced sales volumes, and higher finance interest. This decrease was partially offset by favorable operational costs.

### Operating Expenses:

Operating expenses for the quarter, in absolute dollars, increased slightly due to higher general and administrative expenses, mostly offset by reduced research and development expenses. Operating expenses for the year-to-date period, in absolute dollars, decreased due to lower research and development and selling and marketing expenses, partially offset by higher general and administrative expenses. As a percentage of sales, operating expenses increased for both the quarter and year-to-date periods due to decreased leverage of fixed costs as a result of reduced sales volumes.

### Income from Financial Services:

Income from financial services increased for the quarter and year-to-date periods, primarily due to higher wholesale financing income from Polaris Acceptance driven by higher dealer inventory levels.

### Interest Expense:

Interest expense increased for the quarter and year-to-date periods primarily as a result of higher interest rates.

### Other income, net:

Other income is primarily the result of currency exchange rate movements and the corresponding effects on currency transactions related to our international subsidiaries.

### Provision for income taxes:

The decrease in the effective income tax rate for the quarter was primarily due to favorable impacts related to research and development credits on lower pre-tax income.

The increase in the effective tax rate for the year-to-date period was primarily due to the increased impact of unfavorable share-based compensation adjustments, partially offset by favorable impacts related to research and development credits on lower pre-tax income.

### Adjusted EBITDA:

Adjusted EBITDA, in absolute dollars and as a percentage of sales, decreased during the quarter and year-to-date periods primarily as a result of decreased shipments and lower net pricing driven by higher promotional costs. These decreases were partially offset by favorable operational costs and product mix.

### Weighted average diluted shares outstanding:

Over the time period within and between the comparable periods, weighted average diluted shares outstanding decreased compared to the comparable prior year periods, primarily due to share repurchases.

### Cash Dividends:

We paid a regular cash dividend of $0.66 per common share on June 17, 2024 to holders of record at the close of business on June 3, 2024. We paid aggregate cash dividends of $1.32 per common share for the six months ended June 30, 2024.

### Segment Results of Operations

The summary that follows provides a discussion of the results of operations of each of our three reportable segments, Off Road, On Road, and Marine. Each of these segments is comprised of various product offerings that serve multiple end markets. We evaluate performance based on sales and gross profit. The Corporate amounts include costs that are not allocated to segments, including certain unallocated manufacturing costs and the impacts from certain foreign currency transactions.

Our sales and gross profit by reporting segment, which includes the respective PG&A, were as follows:

*($ in millions)*

|  | Three months ended June 30, 2024 | Percent of Sales | 2023 | Percent of Sales | Percent Change 2024 vs. 2023 | Six months ended June 30, 2024 | Percent of Sales | 2023 | Percent of Sales | Change 2024 vs. 2023 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Off Road | $1,533.8 | 78% | $1,631.4 | 74% | (6)% | 2,869.5 | 78% | $3,223.2 | 73% | (11)% |
| On Road | 293.3 | 15% | 361.6 | 16% | (19)% | 570.5 | 15% | 685.1 | 16% | (17)% |
| Marine | 134.1 | 7% | 223.6 | 10% | (40)% | 257.6 | 7% | 488.0 | 11% | (47)% |
| Total sales | $1,961.2 | 100% | $2,216.6 | 100% | (12)% | $3,697.6 | 100% | $4,396.3 | 100% | (16)% |

*($ in millions)*

|  | Three months ended June 30, 2024 | Percent of Sales | 2023 | Percent of Sales Percent Change 2024 vs. 2023 | Six months ended June 30, 2024 | Percent of Sales | 2023 | Percent of Sales Change 2024 vs. 2023 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Off Road | $322.2 | 21.0% | $365.5 | 22.4% (12)% | $555.2 | 19.4% | $697.1 | 21.6% (20)% |
| On Road | 61.1 | 20.8% | 81.8 | 22.6% (25)% | 121.5 | 21.3% | 151.0 | 22.0% (20)% |
| Marine | 27.1 | 20.3% | 57.5 | 25.7% (53)% | 46.3 | 18.0% | 119.0 | 24.4% (61)% |
| Corporate | 13.6 |  | 0.2 |  | 31.3 |  | 7.1 |  |
| Total gross profit | $424.0 |  | $505.0 | (16)% | $754.3 |  | $974.2 | (23)% |
| Percentage of sales | 21.6% |  | 22.8% | -117 bps | 20.4% |  | 22.2% | -176 bps |

### Off Road:

Off Road sales, inclusive of PG&A sales, decreased for the quarter and year-to-date periods primarily due to decreased ORV and snowmobile shipments, partially offset by increased PG&A sales. The average per unit sales price for the Off Road segment increased approximately two percent and three percent for the quarter and year-to-date periods, respectively. These increases were primarily driven by product mix and partially offset by lower net pricing driven by higher promotional costs.

Sales to customers outside of North America decreased 14 percent for both the quarter and year-to-date periods primarily as a result of lower ORV and snowmobile shipments.

Gross profit, as a percentage of sales, decreased for the quarter and year-to-date periods primarily due to lower net pricing driven by higher promotional costs, decreased leverage of fixed costs as a result of reduced sales volumes, and higher finance interest, partially offset by favorable operational costs.

Additional information on our end markets for the quarter:

- Polaris North America Utility unit retail sales flat
- Polaris North America Recreation unit retail sales down low-double digits percent
- Total Polaris North America ORV unit retail sales down mid-single digits percent
- Estimated North America industry ORV unit retail sales down mid-single digits percent
- Total Polaris North America ORV dealer inventories up approximately 30 percent

### On Road:

On Road sales, inclusive of PG&A sales, decreased for the quarter and year-to-date periods primarily due to decreased shipments across the product portfolio. The average per unit sales price for the On Road segment decreased approximately seven percent and three percent for the quarter and year-to-date periods, respectively. These decreases were primarily due to lower net pricing driven by higher promotional costs and product mix.

Sales to customers outside of North America decreased 15 percent and 14 percent for the quarter and year-to-date periods, respectively, primarily as a result of lower Indian Motorcycle shipments.

Gross profit, as a percentage of sales, decreased for the quarter primarily due to product mix and lower net pricing driven by higher promotional costs, partially offset by favorable operational costs. Gross profit, as a percentage of sales, decreased for the year-to-date period due to lower net pricing driven by higher promotional costs and higher warranty expense, partially offset by favorable operational costs.

Additional information on our end markets for the quarter:

- Indian Motorcycle North America unit retail sales down low-twenties percent
- Estimated North America industry 900cc cruiser, touring, and standard motorcycles unit retail sales down mid-single digits percent
- Polaris North America motorcycle dealer inventories up approximately 10 percent

### Marine:

Marine sales decreased for the quarter and year-to-date periods primarily due to decreased shipments. The average per unit sales price for the Marine segment increased approximately seven percent for both the quarter and year-to-date periods. These increases were primarily driven by product mix and partially offset by lower net pricing driven by higher promotional costs.

Gross profit, as a percentage of sales, decreased for the quarter and year-to-date periods primarily as a result of decreased leverage of fixed costs as a result of reduced sales volumes and lower net pricing driven by higher promotional costs.

Additional information on our end markets for the two-month period ended May 2024:

- Polaris U.S pontoon unit retail sales down high-single digits percent
- Estimated U.S. industry pontoon unit retail sales down high-single digits percent
- Polaris U.S deck boat unit retail sales down low-forties percent
- Estimated U.S. industry deck boat unit retail sales down high-twenties percent

### Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial measures, as described below, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may be different than similarly titled measures used by other companies, are presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

We use the non-GAAP financial measure of Adjusted EBITDA, which is defined as net income, excluding interest expense, income tax expense, depreciation and amortization, and certain other non-cash, non-recurring, or non-operating items impacting net income from time to time. For example, costs associated with certain corporate restructuring activities, such as acquisitions and divestitures, are included as non-GAAP adjustments. We use the non-GAAP financial measure of Adjusted EBITDA Margin, which is defined as Adjusted EBITDA divided by net sales. We believe that Adjusted EBITDA and Adjusted EBITDA Margin help identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude from Adjusted EBITDA and Adjusted EBITDA Margin.

We believe that these measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects, and allow for greater transparency with respect to key metrics used by our management for financial and operational decision making. We are presenting these non-GAAP measures to assist investors in seeing our financial performance through the eyes of management, and because we believe that these measures provide an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry.

Adjusted EBITDA has limitations and should not be considered in isolation from, as a substitute for, or more meaningful than, net income as determined in accordance with GAAP. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance. Our presentation of Adjusted EBITDA and Adjusted EBITDA Margin should not be construed as an inference that our results will be unaffected by unusual or non-recurring items.

The following table presents a reconciliation of net income, the most comparable GAAP financial measure, to Adjusted EBITDA for each of the periods presented:

*($ in millions)*

|  | Three months ended June 30, 2024 | 2023 | Six months ended June 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| Sales | $1,961.2 | $2,216.6 | $3,697.6 | $4,396.3 |
| Net income | 68.9 | 134.3 | 72.8 | 247.9 |
| Provision for income taxes | 17.0 | 38.4 | 20.8 | 70.0 |
| Interest expense | 34.6 | 31.4 | 66.5 | 59.7 |
| Depreciation | 64.1 | 54.2 | 122.5 | 111.6 |
| Intangible amortization (1) | 5.4 | 4.5 | 9.9 | 8.9 |
| Acquisition-related costs (2) | 0.4 | — | 0.7 | — |
| Restructuring expenses (3) | 5.6 | (0.2) | 11.0 | 0.5 |
| Class action litigation expenses (4) | 2.1 | 2.9 | 3.9 | 5.0 |
| Adjusted EBITDA | $198.1 | $265.5 | $308.1 | $503.6 |
| Adjusted EBITDA Margin | 10.1% | 12.0% | 8.3% | 11.5% |

(1) Represents amortization expense for intangible assets acquired through business combinations and asset acquisitions

(2) Represents adjustments for integration and acquisition-related expenses

(3) Represents adjustments for corporate restructuring

(4) Represents adjustments for certain class action litigation-related expenses

### Liquidity and Capital Resources

Our primary sources of liquidity have been cash provided by operating and financing activities, including funds as needed from our credit facility and issuances of long-term debt. Our primary uses of funds have been for new product development, capital investments, cash dividends to shareholders, repurchases and retirements of common stock and acquisitions. The seasonality of production and shipments cause working capital requirements to fluctuate during the year and from year to year.

We believe that existing cash balances and cash flows to be generated from operating activities, borrowing capacity under our credit facility and from future issuances or borrowings of long-term debt, will be sufficient to fund operations, new product development, cash dividends to shareholders, repurchases and retirement of common stock, and capital requirements for at least the next 12 months and for the foreseeable future thereafter.

### Cash Flows

The following table summarizes the cash flows from operating, investing and financing activities:

*($ in millions)*

| 2024 Total cash provided by (used for): | Six months ended June 30, 2023 | Change |  |
| --- | ---: | ---: | ---: |
| Operating activities | $40.9 | $347.9 | $(307.0) |
| Investing activities | (165.8) | (190.1) | 24.3 |
| Financing activities | 87.4 | (150.2) | 237.6 |

### Operating Activities:

The decrease in net cash from operating activities was primarily due to lower net income and increased working capital additions.

### Investing Activities:

The primary sources and uses of cash were for the purchase of property, equipment and tooling for continued capacity and capability at our manufacturing, distribution, and product development facilities, and distributions from and contributions to Polaris Acceptance. Net cash used for investing activities decreased due to a reduction in property, equipment and tooling purchases, as well as increased distributions from Polaris Acceptance. These decreases were partially offset by strategic investments in the current year.

### Financing Activities:

The increase in net cash from financing activities was primarily due to increased net borrowings under debt arrangements and lower share repurchases, partially offset by reduced proceeds from stock issuances under employee plans. Net borrowings totaled $239.2 million for the six months ended June 30, 2024, compared to $1.0 million of net borrowings for the comparable period in 2023.

### Financing Arrangements:

We are party to an unsecured Master Note Purchase Agreement, as amended and supplemented, under which we have issued senior notes. As of June 30, 2024, outstanding borrowings under the Master Note Purchase Agreement totaled $350.0 million.

We are also party to an unsecured credit facility, which includes a $1.0 billion variable interest rate Revolving Loan Facility that matures in June 2026, under which we have unsecured borrowings. As of June 30, 2024, there were borrowings of $487.5 million outstanding under the Revolving Loan Facility. Our credit facility also includes a Term Loan Facility, on which $756.0 million was outstanding as of June 30, 2024. We are required to make principal payments under the Term Loan Facility totaling $45 million over the next 12 months. For the credit facility, interest is charged at rates based on adjusted Term SOFR plus the applicable add-on percentage as defined. As of June 30, 2024, we had $505.0 million of availability on the Revolving Loan Facility.

In November 2023, we amended the credit facility to terminate all guarantees provided by our subsidiaries under the credit facility, remove the requirement for our subsidiaries to provide guarantees of the obligations under the credit facility, and remove certain of our subsidiaries as co-borrowers.

The agreements governing the facility and the Master Note Purchase Agreement contain covenants that require the Company to maintain certain financial ratios, including minimum interest coverage and maximum leverage ratios. The agreements also require the Company to maintain an interest coverage ratio of not less than 3.00 to 1.00 and a leverage ratio of not more than 3.50 to 1.00 on a rolling four quarter basis.

In November 2023, we issued $500 million aggregate principal amount of 6.95% Senior Notes pursuant to a public offering. We received approximately $492 million in net proceeds from the notes offering after deducting the underwriting discount and other fees and expenses. The notes bear interest at a rate of 6.95% per year, with interest payable semi-annually in arrears in March and September of each year. The notes mature in March of 2029. The indenture governing the notes is subject to customary covenants and make-whole provisions upon early termination.

On July 2, 2018, pursuant to the Agreement and Plan of Merger dated May 29, 2018, the Company completed the acquisition of Boat Holdings, LLC, a privately held Delaware limited liability company, headquartered in Elkhart, Indiana which manufactures boats (“Boat Holdings”). As a component of the Boat Holdings merger agreement, we have committed to make a series of deferred payments to the former owners through July 2030. The original discounted payable was for $76.7 million, of which $49.4 million was outstanding as of June 30, 2024.

As of June 30, 2024, we were in compliance with all debt covenants and our debt to total capital ratio was 62 percent. Additionally, as of June 30, 2024, we had letters of credit outstanding of $35.9 million, primarily related to purchase obligations for raw materials.

### Share Repurchases:

We repurchased a total of approximately 1.0 million shares of our common stock for $82.3 million during the first six months of 2024, which had a favorable impact of one cent on diluted net income per share. As of June 30, 2024, our Board of Directors has authorized us to repurchase up to an additional $1,109.3 million of our common stock.

### Wholesale Customer Financing Arrangements:

We have arrangements with certain finance companies to provide secured floor plan financing for our dealers. These arrangements provide liquidity by financing dealer purchases of our products without the use of our working capital. A majority of the worldwide sales of snowmobiles, ORVs, motorcycles, boats and related PG&A are financed under similar arrangements whereby we receive payment within a few days of shipment of the product. We participate in the cost of dealer financing up to certain limits.

Under these arrangements, we have agreed to repurchase products repossessed by these finance companies. As of June 30, 2024, the potential aggregate repurchase obligations were approximately $518.0 million. Our financial exposure under these repurchase agreements is limited to the difference between the amounts unpaid by the dealer with respect to the repossessed product plus costs of repossession and the amount received on the resale of the repossessed product. No material losses have been incurred under these agreements during the periods presented.

### Retail Customer Financing Arrangements:

We have agreements with third-party financing companies to provide financing options to end consumers of our products. We have no material contingent liabilities for residual value or credit collection risk under these agreements.

### Critical Accounting Policies

See our most recent Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of our critical accounting policies. There have been no material changes to our critical accounting policies discussed in such report.

### Note Regarding Forward Looking Statements

This report contains not only historical information, but also “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 we or our management “believes,” “anticipates,” “expects,” “estimates” or words of similar import. Similarly, statements that describe our future plans, objectives or goals, such as future sales, future cash flows and capital requirements, operational initiatives, supply chain, tariffs, currency fluctuations, interest rates, and commodity costs, are forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those forward-looking statements, are also forward-looking. Forward-looking statements may also be made from time to time in oral presentations, including telephone conferences and/or webcasts open to the public.

Potential risks and uncertainties include such factors as the Company’s ability to successfully implement its manufacturing operations strategy and supply chain initiatives; the Company’s ability to successfully source necessary parts and materials on a timely basis; the ability of the Company to manufacture and deliver products to dealers to meet demand, including as a result of supply chain disruptions; the Company’s ability to identify and meet optimal dealer inventory levels; the Company’s ability to accurately forecast and sustain consumer demand; the Company’s ability to mitigate increasing input costs through pricing or other measures; product offerings, promotional activities and pricing strategies by competitors that may make our products less attractive to consumers; the Company’s ability to strategically invest in innovation and new products, including as compared to our competitors; economic conditions that impact consumer spending or consumer credit, including recessionary conditions and changes in interest rates; disruptions in manufacturing facilities; product recalls and/or warranty expenses; product rework costs; impact of changes in Polaris stock price on incentive compensation plan costs; foreign currency exchange rate fluctuations; environmental and product safety regulatory activity; effects of weather on the Company’s supply chain, manufacturing operations and consumer demand; commodity costs; freight and tariff costs (tariff relief or ability to mitigate tariffs); changes to international trade policies and agreements; uninsured product liability and class action claims (including claims seeking punitive damages) and other litigation expenses incurred due to the nature of our business; uncertainty in the consumer retail and wholesale credit markets; performance of affiliate partners; changes in tax policy; relationships with dealers and suppliers; and the general global economic, social and political environment.

The risks and uncertainties discussed in this report are not exclusive and other factors that we may consider immaterial or do not anticipate may emerge as significant risks and uncertainties.

Any forward-looking statements made in this report or otherwise speak only as of the date of such statement, and we undertake no obligation to update such statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements. We advise you, however, to consult any further disclosures made on related subjects in future Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that are filed with or furnished to the Securities and Exchange Commission.

## Market risk

As filed, 5,299 characters.

Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for a complete discussion on the Company’s market risk. There have been no material changes in market risk from those disclosed in the Company’s Form 10-K for the year ended December 31, 2023. Refer below for further discussion on commodity cost risk, foreign currency exchange rate risk, and interest rate risk.

### Inflation:

We are subject to market risk from fluctuating market prices of certain purchased commodities and raw materials, including steel, aluminum, copper, petroleum-based resins, certain rare earth metals and diesel fuel. In addition, we are a purchaser of components and parts containing various commodities, including steel, aluminum, rubber and others, which are integrated into our end products. While such materials are typically available from numerous suppliers, commodity raw materials are subject to price fluctuations. We generally buy these commodities and components based upon market prices that are established with the vendor as part of the purchase process. We enter into commodity hedging contracts in order to manage fluctuating market prices of certain commodities such as steel and diesel fuel. Based on our current outlook for commodity prices, the total impact of commodities is expected to have a favorable impact on our gross profit margins for full-year 2024 when compared to 2023.

### Foreign Exchange Rates:

The changing relationships of the U.S. dollar to foreign currencies can have a material impact on our financial results.

*Euro:* We have operations in the Eurozone through wholly owned subsidiaries and distributors. We also purchase components from certain suppliers directly for our U.S. operations in transactions denominated in Euros. Fluctuations in the Euro to U.S. dollar exchange rate impacts sales, cost of sales and net income.

*Canadian Dollar:* We operate in Canada through a wholly owned subsidiary. The relationship of the U.S. dollar in relation to the Canadian dollar impacts sales, cost of sales and net income.

*Other currencies:* We operate in various countries, principally in Europe, Mexico and Australia, through wholly owned subsidiaries. We also sell to certain distributors in other countries and purchase components from certain suppliers directly for our U.S. operations in transactions denominated in these foreign currencies. The relationship of the U.S. dollar in relation to these other currencies impacts sales, cost of sales and net income.

We actively manage our exposure to fluctuating foreign currency exchange rates by entering into foreign exchange hedging contracts. A portion of our foreign currency exposure is mitigated with the following open foreign currency hedging contracts as of June 30, 2024:

| Foreign Currency Currency Position | Notional amounts (in millions of U.S. Dollars) | Foreign currency hedging contracts Average exchange rate of open contracts |  |
| --- | --- | ---: | --- |
| Australian Dollar | Long | $18.8 | $0.66 to 1 AUD |
| Canadian Dollar | Long | $109.9 | $0.73 to 1 CAD |
| Mexican Peso | Short | $115.0 | 18.5 Peso to $1 |

During the quarter ended June 30, 2024, after consideration of the existing foreign currency hedging contracts, foreign currencies had a neutral impact on net income compared to 2023. We expect currencies to have a negative impact on full-year net income in 2024 compared to 2023.

The assets and liabilities in all of our international entities are translated at the foreign exchange rate in effect at the balance sheet date. Translation gains and losses are reflected as a component of accumulated other comprehensive loss, net in the shareholders’ equity section of the consolidated balance sheets. Revenues and expenses in all of our international entities are translated at the average foreign exchange rate in effect for each month of the year. Certain assets and liabilities related to intercompany positions reported on our consolidated balance sheets that are denominated in a currency other than the entity’s functional currency are translated at the foreign exchange rates at the balance sheet date and the associated gains and losses are included in net income.

### Interest Rates:

We are a party to an unsecured credit facility with various lenders consisting of a $1.0 billion Revolving Loan Facility and a $1.2 billion Term Loan Facility. Interest accrues on the revolving loan and term loans at variable rates based on adjusted Term SOFR plus the applicable add-on percentage as defined. As of June 30, 2024, there was $487.5 million outstanding on the Revolving Loan Facility and $756.0 million outstanding on the Term Loan Facility. We enter into interest rate swaps in order to manage our exposure to fixed and variable interest rates associated with our debt. We expect interest rates to have a negative impact on full-year net income in 2024 compared to 2023.

Borrowings pursuant to our private senior notes and public senior notes bear interest at fixed rates. We are subject to changes in the fair value of fixed-rate borrowings as a result of potential changes in prevailing interest rates. Changes in the fair value of fixed-rate borrowings have no impact on the amount of interest incurred, cash flows or our financial position.

## Controls and procedures

As filed, 1,519 characters.

### Evaluation of Disclosure Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and its Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange 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 have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (2) accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure.

### Changes in Internal Controls

There have been no changes in the Company’s internal control over financial reporting during the latest fiscal quarter covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

## Risk factors

As filed, 332 characters.

Please consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023. There have been no material changes or additions to our risk factors discussed in such report which could materially affect the Company’s business, financial condition, or future results.

Filed Jul 23, 2024.
Source: SEC EDGAR, the filing index for accession 0001628280-24-032580. Last ingested by Listed: Oct 29, 2026, 16:31 ET. No prices; not investment advice.