Harley-Davidson Reports 2008 Third Quarter Results

Press Release:

MILWAUKEE, Oct. 16 /PRNewswire-FirstCall/ -- Harley-Davidson, Inc.
(NYSE: HOG) today announced its results for the third quarter ended
September 28, 2008. Revenue for the quarter was $1.42 billion compared to
$1.54 billion in the year ago quarter, a 7.7 percent decrease. Net income
for the quarter was $166.5 million compared to $265.0 million in the third
quarter 2007, a decrease of 37.1 percent. Third quarter diluted earnings
per share were $0.71, a 33.6 percent decrease compared to last year's
$1.07.



    "In the U.S., dealer retail sales of new Harley-Davidson motorcycles in
the quarter were in line with our expectations," said Jim Ziemer, Chief
Executive Officer of Harley-Davidson, Inc. "Although Harley-Davidson retail
motorcycle sales in international markets overall continued to grow double
digits in the quarter, unit sales in several European countries slowed more
than we anticipated during September as a result of deteriorating economic
conditions. We continue to carefully monitor all markets in light of the
potential impact of the current economic realities."

    For the full year 2008, the Company has narrowed its shipment
expectations to 303,500 to 306,000 Harley-Davidson motorcycles. The Company
has narrowed its expectations for diluted earnings per share for the full
year to $3.00 to $3.10 from the prior range of $3.00 to $3.18.

    "We also have been able to maintain Harley-Davidson Financial Services'
position as a stable, consistent source of financing for dealers and retail
customers during these turbulent conditions in the credit markets," Ziemer
said. "Prudent management and customer access to credit will continue to be
priorities at HDFS."

    "During the third quarter, we completed our acquisition of Italian
motorcycle maker MV Agusta Group, expanding our opportunities in Europe.
Our 105th Anniversary Celebration at the end of August drew tremendous,
highly enthusiastic crowds. And we opened the Harley-Davidson Museum(TM),
with its broad appeal to riders and non-riders alike. So even in the midst
of economic uncertainty, we continue to broaden our appeal, plant seeds for
the future and give people unparalleled experiences and reasons to ride,"
Ziemer said.

    "Going forward, we expect the global economy and consumer concerns to
continue to create challenges for Harley-Davidson through the end of the
year and in 2009. I remain confident about our future as we continue to
manage and reinvest in the business," said Ziemer.

    Motorcycles and Related Products Segment -- Third Quarter Results

    Revenue from Harley-Davidson motorcycles was $1.05 billion, a decrease
of $131.7 million or 11.1 percent versus the same period last year.
Shipments of Harley-Davidson motorcycles totaled 74,704 units, a decrease
of 11,831 units or 13.7 percent compared to last year's third quarter.

    Revenue from Parts and Accessories (P&A), which consists of Genuine
Motor Parts and Genuine Motor Accessories, totaled $259.0 million, an
increase of $7.5 million or 3.0 percent over the year-ago quarter. Revenue
from General Merchandise, which consists of MotorClothes(R) apparel and
collectibles, totaled $84.0 million, an increase of $0.8 million or 1.0
percent over the year-ago quarter.

    Gross margin for the third quarter of 2008 was 34.0 percent of revenue
compared to 38.4 percent for the third quarter last year. This decrease is
primarily due to higher product costs and the allocation of fixed costs
over fewer units than last year's third quarter. Third quarter operating
margin decreased to 16.4 percent from 23.2 percent in the third quarter of
2007. Operating margin for the third quarter of 2008 includes the impact of
a one- time $16.6 million expense related to the value of acquired
in-process research and development at MV Agusta Group.

    Motorcycle Retail Sales Data

    During the third quarter, worldwide retail sales of Harley-Davidson
motorcycles decreased 9.6 percent compared to the third quarter of 2007.
U.S. retail sales of Harley-Davidson motorcycles decreased 15.5 percent for
the quarter. The heavyweight motorcycle market in the U.S. decreased 3.1
percent for the same period.

    Retail sales of Harley-Davidson motorcycles grew 11.3 percent in the
Company's international markets during the third quarter of 2008 compared
to the third quarter of 2007. Third quarter retail sales increased 12.4
percent in Canada; the Europe Region was up 2.9 percent; the Asia Pacific
Region was up 17.5 percent; and the Latin America Region was up 41.6
percent.

    During the first nine months of 2008, worldwide retail sales of Harley-
Davidson motorcycles decreased 6.0 percent compared to the prior year. In
the U.S., Harley-Davidson motorcycle retail sales decreased 11.9 percent
for the first nine months of the year while the U.S. heavyweight market was
down 4.0 percent for the same period. International retail sales increased
by 12.6 percent for the first nine months of 2008.

    Third quarter and year-to-date data are listed in the accompanying
tables.

    MV Agusta

    On August 8, 2008, the Company completed the purchase of the privately-
held Italian motorcycle maker MV Agusta Group. The Company acquired 100
percent of MV Agusta Group shares for total consideration of 68.3 million
euros ($105.1 million), which includes the satisfaction of existing bank
debt for 47.5 million euros ($73.2 million). As a result of the
acquisition, the Company recorded $87.9 million of goodwill and the $16.6
million one-time expense related to the value of acquired in-process
research and development. These results are included in the quarterly
financial data.

    Financial Services Segment

    Harley-Davidson Financial Services (HDFS) operating income for the
third quarter was $35.6 million, a decrease of $13.9 million or 28.0
percent compared to the year-ago quarter. The decrease is primarily due to
a $9.4 million write-down of finance receivables held for sale to fair
value. In addition, last year's third quarter included a $3.5 million
securitization gain compared to no securitization transaction during the
third quarter of 2008.

    Income Tax Rate

    The Company's third quarter effective income tax rate was 38.2 percent
compared to 35.5 percent in the same quarter last year. The third quarter
increase was due primarily to a non-deductible in-process research and
development charge for MV Agusta Group and the expiration of the federal
research and development tax credit as of December 31, 2007. In October
2008, the federal research and development tax credit was reinstated for
two years retroactive to January 1, 2008 continuing through December 31,
2009. The Company expects its full year effective income tax rate in 2008
will be approximately 35.5 percent.

    Harley-Davidson, Inc. -- Nine Month Results

    For the first nine months of 2008, revenue totaled $4.30 billion, a 0.9
percent decrease from the year-ago period. Diluted earnings per share were
$2.45, a decrease of 16.9 percent compared to the same period last year.

    Through the first nine months of this year, shipments of
Harley-Davidson motorcycles were 226,898 units, a 9.0 percent decrease
compared to last year's 249,413 units. Harley-Davidson motorcycle revenue
was $3.26 billion, which is down 2.2 percent compared to last year's $3.33
billion. P&A revenue totaled $706.6 million, a 0.5 percent increase over
last year's $703.1 million. General Merchandise revenue totaled $244.8
million, a 5.5 percent increase compared to $232.0 million during the same
period in 2007.

    HDFS operating income was $107.7 million, a 38.0 percent decrease from
last year's $173.6 million.

    Cash Flow

    Cash and marketable securities totaled $504.9 million as of September
28, 2008. Cash used by operations was $221.2 million, and capital
expenditures were $153.7 million during the first nine months of 2008. For
the full year of 2008, capital expenditures are still expected to be
between $235 million and $250 million.

    Stock Repurchase

    The Company repurchased 2.5 million shares of its common stock at a
cost of $100.1 million during the third quarter of 2008. On September 28,
2008, the Company had 232.8 million shares of common stock outstanding.

    As of September 28, 2008, there were 16.7 million shares remaining on a
board-approved share repurchase authorization. An additional board-approved
share repurchase authorization is in place to offset option exercises.

    Company Background

    Harley-Davidson, Inc. is the parent company for the group of companies
doing business as Harley-Davidson Motor Company (HDMC), Buell Motorcycle
Company (Buell), Harley-Davidson Financial Services (HDFS) and MV Agusta
Group (MVAG). Harley-Davidson Motor Company produces heavyweight
motorcycles and offers a line of motorcycle parts, accessories, general
merchandise and related services. HDMC manufactures five families of
motorcycles: Touring, Dyna(R), Softail (R), Sportster (R) and VRSC(TM).
Buell produces premium sport performance motorcycles and offers a line of
motorcycle parts, accessories, and apparel. HDFS provides wholesale and
retail financing and insurance programs primarily to Harley-Davidson and
Buell dealers and customers. MVAG produces premium, high-performance sport
motorcycles sold under the MV Agusta(R) brand and lightweight sport
motorcycles sold under the Cagiva(R) brand.

    Forward-Looking Statements

    The Company intends that certain matters discussed in this release are
"forward-looking statements" intended to qualify for the safe harbor from
liability established by the Private Securities Litigation Reform Act of
1995. These forward-looking statements can generally be identified as such
because the context of the statement will include words such as the Company
"believes," "anticipates," "expects," "plans," or "estimates" or words of
similar meaning. Similarly, statements that describe future plans,
objectives, outlooks, targets, guidance or goals are also forward-looking
statements. Such forward-looking statements are subject to certain risks
and uncertainties that could cause actual results to differ materially from
those anticipated as of the date of this release. Certain of such risks and
uncertainties are described below. Shareholders, potential investors, and
other readers are urged to consider these factors in evaluating the
forward- looking statements and cautioned not to place undue reliance on
such forward- looking statements. The forward-looking statements included
in this release are only made as of the date of this release, and the
Company disclaims any obligation to publicly update such forward-looking
statements to reflect subsequent events or circumstances.

    The Company's ability to meet the targets and expectations noted
depends upon, among other factors, the Company's ability to (i) continue to
realize production efficiencies at its production facilities and manage
operating costs including materials, labor and overhead, (ii) manage
production capacity and production changes, (iii) manage supply chain
issues, (iv) provide products, services and experiences that are successful
in the marketplace, (v) develop and implement sales and marketing plans
that retain existing retail customers and attract new retail customers in
an increasingly competitive marketplace, (vi) sell all of its motorcycles
and related products and services to its independent dealers, (vii)
continue to develop the capabilities of its distributor and dealer network,
(viii) manage changes and prepare for requirements in legislative and
regulatory environments for its products, services and operations, (ix)
adjust to fluctuations in foreign currency exchange rates, interest rates
and commodity prices, (x) manage access to reliable sources of capital and
adjust to fluctuations in the cost of capital, (xi) adjust to regional and
worldwide demographic trends and economic and political conditions,
including healthcare inflation, pension reform and tax changes, (xii)
anticipate consumer confidence in the economy, (xiii) manage the credit
quality, the loan servicing and collection activities, and the recovery
rates of HDFS' loan portfolio, (xiv) retain and attract talented employees,
(xv) detect any issues with our motorcycles or manufacturing processes to
avoid delays in new model launches, recall campaigns, increased warranty
costs or litigation, (xvi) implement and manage enterprise-wide information
technology solutions and secure data contained in those systems, and (xvii)
successfully integrate and profitably operate MV Agusta Group.

    In addition, the Company could experience delays or disruptions in its
operations as a result of work stoppages, strikes, natural causes,
terrorism or other factors. Other factors are described in risk factors
that the Company has disclosed in documents previously filed with the
Securities and Exchange Commission. All of these risk factors are impacted
by the current turbulent capital, credit and retail markets.

    The Company's ability to sell its motorcycles and related products and
services and to meet its financial expectations also depends on the ability
of the Company's independent dealers to sell its motorcycles and related
products and services to retail customers. The Company depends on the
capability and financial capacity of its independent dealers and
distributors to develop and implement effective retail sales plans to
create demand for the motorcycles and related products and services they
purchase from the Company. In addition, the Company's independent dealers
and distributors may experience difficulties in operating their businesses
and selling Harley-Davidson motorcycles and related products and services
as a result of weather, economic conditions or other factors.

                                TABLES FOLLOW

                            Harley-Davidson, Inc.
                 Condensed Consolidated Statements of Income
                   (In thousands, except per share amounts)
                                 (Unaudited)

                                 Three months ended      Nine months ended
                                Sept. 28,   Sept. 30,   Sept. 28,   Sept. 30,
                                  2008        2007        2008        2007

    Net revenue                $1,422,834  $1,541,401  $4,301,716  $4,340,494
    Gross profit                  484,072     591,353   1,522,133   1,619,566
    Operating expenses            250,046     233,068     710,420     639,512
      Operating income from
       motorcycles & related
       products                   234,026     358,285     811,713     980,054

    Financial services income     111,966      98,471     312,095     319,964
    Financial services expense     76,333      49,002     204,408     146,349
    Operating income from
     financial services            35,633      49,469     107,687     173,615

    Corporate expenses              1,657       2,292      14,482      13,763
    Income from operations        268,002     405,462     904,918   1,139,906
    Investment income, net          2,751       5,353       7,033      19,432
    Interest expense                1,226           -       1,226           -
    Income before provision
     for income taxes             269,527     410,815     910,725   1,159,338
    Provision for income taxes    102,986     145,849     333,816     411,572
    Net income                   $166,541    $264,966    $576,909    $747,766

    Earnings per common share:
      Basic                         $0.71       $1.07       $2.45       $2.96
      Diluted                       $0.71       $1.07       $2.45       $2.95

    Weighted-average common
     shares:
      Basic                       233,081     247,057     235,068     252,513
      Diluted                     233,420     247,614     235,321     253,263

    Cash dividends per common
     share                          $0.33       $0.30       $0.96       $0.76

                            Harley-Davidson, Inc.
                    Condensed Consolidated Balance Sheets
                                (In thousands)

                                         (Unaudited)             (Unaudited)
                                           Sept. 28,   Dec. 31,    Sept. 30,
                                             2008        2007        2007

    ASSETS
    Current assets:
        Cash and cash equivalents           $504,385    $402,854    $401,385
        Marketable securities                    524       2,475      55,355
        Accounts receivable, net             331,388     181,217     185,208
        Finance receivables held for sale  2,245,015     781,280     431,843
        Finance receivables held for
         investment, net                   1,115,035   1,575,283   1,275,590
        Inventories                          401,277     349,697     376,950
        Other current assets                 222,890     174,508     130,126
    Total current assets                   4,820,514   3,467,314   2,856,457

    Finance receivables held for
     investment, net                         906,244     845,044     861,138
    Other long-term assets                 1,472,979   1,344,248   1,253,365
                                          $7,199,737  $5,656,606  $4,970,960

    LIABILITIES AND SHAREHOLDERS' EQUITY
    Current liabilities:
        Accounts payable & accrued
         liabilities                      $1,070,770    $785,124    $962,250
        Current portion of debt            1,138,982   1,119,955     250,168
    Total current liabilities              2,209,752   1,905,079   1,212,418

    Debt                                   2,033,000     980,000     980,000
    Postretirement healthcare benefits       207,810     192,531     207,957
    Other long-term liabilities              248,816     203,505     207,582

    Total shareholders' equity             2,500,359   2,375,491   2,363,003
                                          $7,199,737  $5,656,606  $4,970,960

    Note:  On January 1, 2008 the Company recorded a reduction to
    shareholders' equity of $18.1 million ($11.2 million, net of tax) to adopt
    provisions of Statement of Financial Accounting Standard No. 158,
    "Employers' Accounting for Defined Benefit Pension and Other
    Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and
    132( R )" that require sponsors of defined benefit pension and
    postretirement plans to measure the funded status of those plans as of the
    date of the year-end statement of financial position.

                            Harley-Davidson, Inc.
               Condensed Consolidated Statements of Cash Flows
                                (In thousands)
                                 (Unaudited)

                                                     Nine months ended
                                               September 28,     September 30,
                                                    2008             2007

    Net cash (used by) provided by
     operating activities                        ($221,222)        $1,368,257

    Cash flows from investing activities:
      Capital expenditures                        (153,687)          (139,437)
      Finance receivables held for investment,
       net                                        (111,250)           (92,147)
      Collection of retained securitization
       interests                                    75,379             87,827
      Net change in marketable securities            2,019            604,927
      Acquisition of business, net of
       cash acquired                               (95,224)                 -
      Other, net                                    (1,192)             1,696
    Net cash (used by) provided by investing
     activities                                   (283,955)           462,866

    Cash flows from financing activities:
      Proceeds from issuance of medium term notes  993,550                  -
      Net decrease in finance-credit facilities
       and commercial paper                        (86,519)          (506,938)
      Revolving debt                               175,057                  -
      Dividends                                   (225,243)          (189,093)
      Purchase of common stock for
       treasury                                   (250,008)        (1,000,133)
      Excess tax benefits from share-based
       payments                                        301              3,057
      Issuance of common stock under employee
       stock option plans                            1,179             21,429
    Net cash provided by (used by) financing
     activities                                    608,317         (1,671,678)

    Effect of exchange rate changes on cash
     and cash equivalents                           (1,609)             3,543

    Net increase in cash and cash equivalents      101,531            162,988

    Cash and cash equivalents:
      At beginning of period                       402,854            238,397
      At end of period                            $504,385           $401,385

                          Net Revenue and Motorcycle
                                Shipment Data
                                 (Unaudited)

                                 Three months ended       Nine months ended
                                Sept. 28,   Sept. 30,   Sept. 28,   Sept. 30,
                                  2008        2007        2008        2007
    NET REVENUE (in thousands)
    Harley-Davidson( R )
     motorcycles               $1,050,969  $1,182,628  $3,255,333  $3,328,309
    Buell( R ) motorcycles         26,111      22,527      89,704      72,795
    Parts & Accessories           259,033     251,499     706,640     703,107
    General Merchandise            84,034      83,185     244,830     232,011
    Other                           2,687       1,562       5,209       4,272
                               $1,422,834  $1,541,401  $4,301,716  $4,340,494

    HARLEY-DAVIDSON UNITS
    Motorcycle shipments:
      United States                49,953      65,756     149,228     182,447
      International                24,751      20,779      77,670      66,966
    Total                          74,704      86,535     226,898     249,413

    Motorcycle product mix:
      Touring                      24,008      28,461      75,691      84,934
      Custom                       34,322      39,488     105,316     109,576
      Sportster( R )               16,374      18,586      45,891      54,903
    Total                          74,704      86,535     226,898     249,413

    BUELL UNITS
    Motorcycle shipments:
      Buell                         2,760       2,639       9,224       8,376

                 Retail Sales of Harley-Davidson Motorcycles

                                        Three months ended  Nine months ended
                                         Sept. 28 Sept. 30 Sept. 28, Sept. 30
                                           2008     2007     2008      2007
    North America Region
      United States                       59,000   69,810   189,437   215,092
      Canada                               3,682    3,277    14,552    12,855
        Total North America Region        62,682   73,087   203,989   227,947

    Europe Region (Includes Middle East
     and Africa)
      Europe*                              8,481    8,301    34,284    32,594
      Other                                1,006      920     3,483     2,675
        Total Europe Region                9,487    9,221    37,767    35,269

    Asia Pacific Region
      Japan                                4,697    3,808    11,502    10,028
      Other                                2,310    2,156     7,722     6,816
        Total Asia Pacific Region          7,007    5,964    19,224    16,844

    Latin America Region                   1,776    1,254     6,034     3,902

        Total Worldwide Retail Sales      80,952   89,526   267,014   283,962

    Data Source (subject to update)
    Data source for all 2007 and 2008 retail sales figures shown above is
    sales warranty and registration information provided by Harley-Davidson
    dealers and compiled by the Company.  The Company must rely on information
    that its dealers supply concerning retail sales, and this information is
    subject to revision.

    Only Harley-Davidson( R ) motorcycles are included in the Harley-Davidson
    Motorcycle Sales data.

    * Data for Europe include Austria, Belgium, Denmark, Finland, France,
    Germany, Greece, Italy, Netherlands, Norway, Portugal, Spain, Sweden,
    Switzerland, and the United Kingdom.

                           Heavyweight Market Data

                                          Nine months ended
                                     September 30,     September 30,
                                         2008              2007

    United States(1)                   425,731           443,511

                                           Eight months ended
                                       August 31,        August 31,
                                         2008              2007
    Europe(2)                          323,139           311,164

    1 - United States industry data includes 651+cc models, derived from
        submission of motorcycle retail sales by each major manufacturer to an
        independent third party.

    2 - Europe data includes Austria, Belgium, Denmark, Finland, France,
        Germany, Greece, Italy, Netherlands, Norway, Portugal, Spain, Sweden,
        Switzerland, and the United Kingdom.  Industry retail motorcycle
        registration data includes 651+cc models, derived from information
        provided by Giral S.A., an independent agency.  Europe market data is
        reported on a one-month lag.


SOURCE Harley-Davidson, Inc.

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