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Brunswick Corp (NYSE:BC)

Q3 2008 Earnings Call

October 23, 2008 12:00 am ET

Executives

Dusty McCoy - Chairman and CEO

Peter B. Hamilton - CFO

Kathryn J. Chieger - Vice President Corporate and Investor Relations

Bruce Biat - Vice President Corporate and Investor Relations

Analysts

Ed Aaron - RBC

Tim Conder - Wachovia

Operator

Good morning and welcome to Brunswick Corporation’s 2008 third quarter earnings conference call. (Operator Instructions) Today’s meeting will be recorded. If you have any objections you may disconnect at this time.

I would now like to introduce Kathryn Chieger, Vice President Corporate and Investor Relations. Ma’am you may begin.

Kathryn Chieger

Good morning and thank you for joining us. With me today, are Dusty McCoy, Brunswick’s Chairman and CEO, and Peter Hamilton, our CFO. It also gives me great pleasure to introduce Bruce Biat (ph). Bruce is taking over my role as I move on to retirement. So in that regard, I will turn the call over to Bruce.

Bruce Biat

Thanks Kathryn. I feel very fortunate to be able to take over a function that has been extremely well managed over the last 12 years and I like forward to working with everyone and will do my best to give you the type of quality service that Kathryn has given you over the years.

Before we begin with our prepared remarks, I’d like to remind everyone that during this call our comments will include certain forward-looking statements about our future results. Please keep in mind that our actual results could differ materially from these expectations. For the details and the factors to consider, please refer to our 10-K, latest 10-Q and today’s press release.

All these documents are available on our website at brunswick.com. We appreciate you taking time to be with us this morning. Giving that we are in the busy earning season, we will try to keep our remarks brief and wrap up the call in about 45 minutes. I would now like to turn the call over to Dusty.

Dusty McCoy

Thanks, Kathryn and welcome aboard, Bruce. We’re glad to have you here. Good morning, everyone. As you saw in the press release, we issued earlier this morning, the third quarter was a difficult one. We reported a loss of $6.70 per share in the quarter, $6.37 of which resulted from restructuring, impairment and other special charges driven by our response to the difficult environment. Our loss from continuing operations adjusted for these items was $0.33 per share compared to earnings of $0.19 per share before special items in the third quarter of 2007.

Given the tough environment, I want to recognize the contribution of our Brunswick employees worldwide who are performing admirably every day in delivering on our cost reduction goals and implementing our restructuring initiatives. This is very hard work being done under difficult circumstances. And I thank them for their efforts on behalf of our shareholders.

Getting back to the $6.37 per share of charges, this total consists of $0.28 per share for restructuring activities; goodwill and impairments of $3.37; trade name impairments of $0.94 and a $1.78 charge for special tax items. Peter will review these charges and impairments in a few moments.

These results begin from weakness in the top line. Our sales for the quarter were down 22% with the decline spread raggedly across most of our businesses. Our boat sales were down 36% and engine sales were down 21% leaving our total marine sales down 28%. Your recall that our fiberglass boat plants did not operate in the month of July and this, of course, affected sales.

Before I go into more detail on the state of our marine businesses, let me take a few minutes to talk about our other segments. During the quarter, Life Fitness sales were ahead by 8%. Commercial sales which account for almost 90% of Life Fitness’ sales, were the key driver behind this growth as a number of new products such as the Elevation series of cardio products that include treadmills and feature iPod compatibility as well as the signature series of strength equipment have proven popular with health club managers.

We also continue to make further end roads with educational institutions and the hospitality industry. At the same time, Life Fitness has been making steady progress at reducing costs and indeed, like other portions of Brunswick, has been attacking not only operating costs which were down single digits in the quarter but also other fixed costs. The cost reduction efforts helped to blunt the affect of both higher material prices particularly those of steel as well as increased freight costs due to fuel surcharges.

Meanwhile, bowling and billiards sales during the quarter were off slightly. This is partly due to our closing six older centers in the second quarter when their leases expired. The absence of this revenue was mitigated to some extent by the performance of our growing number of Brunswick Zone Excel locations. Bowling and billiards continues to benefit from operating earnings of Zone Excels that opened in the last year.

We will be opening another Zone Excel in the Twin City suburb of Lakeville early next month. While even that historically recession resistant segments, such as retail bowling is reacting to current economic pressures. We believe our business model and family atmosphere continue to resonate with consumers. Bowling products particularly capital equipment sales show good gains in the quarter benefiting from new center and modernization activity both within and outside the United States.

Now let’s turn to our marine businesses. As the economic downturn, financial market disruptions and tight credit availability intensified in the September quarter, we saw a significant downturn in U.S. marine industry retail demand. Preliminary U.S. market data for the third quarter shows industry fiberglass stern drive and inboard product retail unit demand was down over 40%. And outboard fiberglass boat retail unit demand was down about 35%.

Industry retail demand for aluminum product was down about 20% in the quarter. At the same time, we also began to fill a slowing in the international marine markets. As we have mentioned for many quarters, in declining markets it is important that we produce and sell fewer wholesale units than are selling at retail.

And we continue to follow that strategy in the third quarter. The total number of boats, of fiberglass and aluminum, in the pipeline decreased in absolute numbers by about 1,600 boats versus this time last year. With the dramatic declines in retail demand, our weeks on hand measured against trailing 12 months retail units grew to 31 weeks. By comparison, at this time last year we had 26 weeks of supply in the channel.

The issue is with our fiberglass brand. We reduced the absolute number of fiberglass boats by about 1,400 units versus a year ago. And weeks on hand grew from 27 weeks to 36 weeks. We do not have a significant issue with our aluminum brands as retailers not as weak as what we’ve seen in fiberglass. So their pipeline inventories are more in line with seasonal norms.

The fourth calendar quarter is typically a slow quarter for retail sales and our marine businesses. And we see nothing on the horizon to indicate that the extremely sluggish demand we experienced in the third quarter won’t continue unabated.

As a result, to continue a meaningful reduction in the number of boats in our pipeline, we announced two weeks ago that we were closing four fiberglass plants and furlough three fiberglass plants beginning October 27 through the end of the year.

And as we said previously, given the plant closures and furloughs which will result in significantly lower sales in the fourth quarter and the resulting lower fixed costs absorption, we’re no longer confident of achieving our goal of posting positive earnings for the full year excluding charges. In these unprecedented market conditions, our focus in on maintaining a strong balance sheet and financial flexibility primarily by generating and protecting cash.

With our top line under pressure, our focus then is on cost reductions. With all the noise in our numbers, it is difficult to gleam the real measure of our costs reductions which we’ve achieved in 2008. As an example, setting aside restructuring and other special charges, we’ve reduced operating expenses by $30 million in the third quarter compared to the same quarter in 2007. At year end, we will have reduced operating expenses by more than $80 million.

As we exit 2008, our run rates for fixed cost reductions will be approximately $125 million and with the actions we have underway, our fixed cost entering 2010 will be more than $300 million lower than they were as ended 2007. As you know in 2007 and 2008, we announced the closure of 12 boat plants which represents 40% of our boat facilities.

Further, in 2008 alone we’ve reduced our salary and hourly workforce in our marine operations and corporate by about 35%. When completed, this level of fixed costs reduction positions us to be break even and cash flow positive down to a sales level as low as $4.5 billion and to be very profitable as markets stabilize and then grow as economic conditions improve. However, we are facing market conditions that will further pressure sales and therefore, we will reduce costs beyond these targets.

We exited the third quarter with cash on hand of $343 million which meant that we consumed $50 million of cash in the quarter. Peter will discuss third and fourth quarter cash flow in a moment. We’re in compliance with the debt covenance and our revolving credit agreement.

While we did not borrow under the facility in the third quarter and do not plan to borrow in the fourth quarter, there’s a reasonable likelihood that we will not be in compliance with the convenance and the revolving credit agreement as we exit the fourth quarter.

As a result, we’re in discussions with our banks to amend the agreement. Our goal is to have the amendment in place by year end. So that’s the state of play for 2008. We think it is highly unlikely that the marine markets will materially improve in early 2009. And our goal must be to adjust our costs as needed in 2009 to be free cash flow positive for the year or at least cash flow neutral.

We’re a typically a borrow on an inter month basis in the first quarter and we expect to be so in the first quarter of 2009. Beyond these general views, I don’t plan at this point to further discuss 2009 as we need to let the economy and marine markets reach their equilibrium so that we have better visibility.

I will now turn the call over to Peter and then come back with a couple of comments to end the call.

Peter B. Hamilton

Thanks very much, Dusty. Turning to cash flow. We ended the quarter with a cash balance, as Dusty said, at $343 million. And that was down approximately $50 million from the end of Q2 but up $15 million from last year’s third quarter cash balance. The third quarter’s $50 million cash outflow including $25 million required to continue our restructuring activities. Majority of our restructuring was related to either severance or product line exits.

Excluding restructuring cash, we consumed $25 million in the quarter. The $25 million outflow of cash for non-restructuring activities was essential used to fund working capital. As we curtailed production and limit our capital spending, cash is immediately consumed as we reduce our accounts payable. However, in this weak marine retail environment turning our inventory into cash does take more time.

Until our dealer network is able to absorb and sale additional marine products, this finished goods inventory will remain on our books. We expect that we’ll be able to generate positive cash flow from changes in working capital in the fourth quarter as the inventory works its way into our dealer network.

We continue to aggressively review and curtail our capital spending. Capital was limited to $27 million in the quarter. Although spending across all segments has been reduced, the most material reductions largely come from our marine businesses. On a full year basis, we’re projecting capital spending of approximately $105 million to $110 million which is well below the $140 million we discussed on our second quarter conference call.

Depreciation and amortization expense for 2008 is forecast at $180 million. Looking now to the fourth quarter cash dynamics there are a number of moving parts that are frankly very difficult to forecast with precision at this time. Compared to the third quarter, the unfavorable factors are likely to be increased cash restructuring costs for initiatives already in progress and that’s approximately $35 million in the fourth quarter verus $25 million in Q3.

And then the second unfavorable factor is likely increased operating losses. Working in our favor will be working capital cash generation, reduced capital expenditures and the proceeds from continuing efforts to divest or to prudently monetize our assets.

During the third quarter we recorded $39 million of restructuring charges bringing our year-to-date total to about $128 million. Of that total about half was cash. Restructuring charges in the fourth quarter will be about $45 million and as I mentioned, about $35 million of that will be cash.

Now, for those of you who missed our call two weeks ago, I’ll give a very brief rundown on what triggered the write down of goodwill and trade names in the quarter. Under FAS142, the accounting guidance that address goodwill and other intangibles, we recognized an impairment of goodwill primarily in the boat segment for approximately $374 million pre-tax. In addition, we recorded a charge of approximately $121 million pre-tax in the quarter to write down the value of certain trade names. Again, primarily in our boat segment.

These two non-cash charges were equivalent to approximately $381 million after tax or $4.31 per diluted share. Now although the specific accounting for goodwill and trade name impairments is somewhat different, the fundamental driver for each is essentially the same. Extremely weak marine market conditions have reduced at this point and time, the project valuation models of assets on our balance sheet below their book value.

This leads to the write down of intangible assets. These accounting actions do not result in cash charges and they do not affect compliance with our loan covenants. Turning now to the income tax line on the P&L for the third quarter, we reported a tax expense of $15.7 million despite a large loss before tax.

The reason for this is the application of FAS109 to our current business situation. Cumulative pre-tax losses over the prior three year period which we now have reported as a result of the restructuring and impairment charges, trigger a FAS109 review of whether $347 million of deferred tax assets on our balance sheet are either likely to be realized in full or whether evaluation allowance should be applied to that number.

In evaluating whether deferred tax assets can be fully realized, if the company has reported three years of cumulative losses, FAS109 does not permit the company to assume it will generate future pre-tax earnings that will utilized the assets, even though the assets have a life of approximately 20 years.

Instead the value of the asset must be supported by first, the ability to carry it back to reduced taxes paid in the previous two years and second, tax planning strategies that are available to the company today that would generate to income to utilize the asset.

As a result of this analysis, we recorded a valuation allowance in the quarter of $155 million. We believe that we’ve taken the proper accounting approach and that as we return to profitability, we’ll be able to reverse these charges back into income in future years.

Moving now from accounting to cash. The unprecedented weakness in the marine markets has obviously raised questions about the company’s liquidity. I would like to clarify a few points about this. First, the recent downgrade by Moody’s results in increase of the interest rate for our recently issued $250 million of notes by 50 basis points and takes it 10.75%. It has no other affect on our outstanding debt.

Turning to our revolving credit facility. One of our top priorities as we move into the fourth quarter is to amend the agreement to ensure that we will have the ability to borrow going forward into the first quarter of next year. We’ve already initiated conversations with our banks and our targeting to have announcement completed before the end of the fourth quarter.

As you are probably aware, our financial covenants are tied to EBITDA and period end cash balances. These metrics continue to be under stress as a result of the significant production cuts and restructuring initiatives that we are implementing. As we are unable to predict where marine market demand is going to settle. We feel it’s prudent to pursue a facility and covenant structure less dependent on these metrics.

As part of the amendment we may need to move to a secured facility. This is a function of the difficult credit environment and economic conditions along with our reduced credit ratings. Our existing credit agreements do not restrict us from pledging assets that are commonly used to secure revolving credit facilities. Assets like receivables, inventory, machinery and equipment.

There should be sufficient collateral to support an adequate line of credit which would be used to fund interim working capital needs. Restrictions on secured debt included in our bond and dentures relates solely to certain physical locations owned by the parent or select domestic subsidiaries as well as the stock of select subsidiaries. These restrictions do not relate to working capital and they also do not relate to bowling centers which are eligible for secured borrowings include sale lease back.

Thanks very much for your attention and I’ll now turn the call back to Dusty to wrap up.

Dusty McCoy

Thanks, Peter. These are tough times but we must view them in a larger context. When this economic downturn ends and it will. And the marine markets stabilize and improve. And they will. Brunswick will be in a cost position never before achieved. Our footprint adjustments, reductions in operational and functional cost structures, continued global presence and leading brands will serve us very well when we come out of the other side of this downturn.

In the meantime, our focus in the near term is to maintain and generate cash and keep our distribution as healthy as possible. We’re now ready for your questions.

Question-and-Answer Session

Operator

Thank you very much. At this time, (Operator Instructions). Our first question comes from Ed Aaron with RBC. Sir, your line is open.

Ed Aaron - RBC

Thank you. Good morning guys. Hey, couple of questions. I was hoping you could elaborate on a comment you made in your prepared remarks about generating some cash in the fourth quarter from efforts to divest or monetize assets?

Peter B. Hamilton

Yes, Ed, it’s Peter. We are currently working on bowling center sale lease backs. The timing of that transaction is still unclear because we’re involved in the, what I hope to be, final phases of the due diligence and of course, it always take two people to agree to a transaction. So that is one aspect.

We also continue to work to divest non-core assets and you’ve seen in prior quarter's evidence of that. And we continue to work on other aspects of that. And of course, as I alluded to in my comments, we are considering an asset backed arrangement for our revolving credit line agreements.

Ed Aaron - RBC

Okay, thanks for that clarity. And then also as far as the working capital goes with your receivables and your inventory, could you help us understand any risks of write-downs in either of those areas?

Peter B. Hamilton

Well, I think that question goes to really the health of the dealer network. And so we’re talking about, your question refers perhaps to the quality of our receivables and the quality of our inventory. And although it is true that our inventory is aging to some extent and although it is true that the dealer network feels the same pressures that we do as manufacturers in the boating business, we have not seen the need nor have our accountants that have any significant increases in the reserves in either of those two accounts.

Ed Aaron - RBC

Okay and then last question before I open it up. Any concerns about health of your suppliers? I mean just by way of discussion, I think you source engine blocks from GM and apparently there’s now a talk of (inaudible) risk with them. I mean is that -- when you kind of think about your supply chain how much risk do you see that in respect?

Dusty McCoy

I think the risk in our supply chain is not going to be materially different than as any other manufacturing company as it looks around its entire supply chain. Of course, MerCruiser business is important to us and GM is the block supplier. They also supply the primary competitor in the marketplace, Volvo, and therefore, we both would be under the same risks if GM were not to make it.

Ed Aaron - RBC

Okay. Thanks everybody.

Dusty McCoy

You’re welcome Ed.

Operator

Our next question comes from Tim Conder with Wachovia. Sir your line is open.

Tim Conder - Wachovia

Thank you. Could you give us, Peter or Dusty, a little color on the international boat sales and engine sales in the quarter? And then how should we -- you said that in the fourth quarter things should be down materially and how should we think about the fourth quarter as the mix maybe between the U.S. and international? And in particular with the international focus on Europe.

Dusty McCoy

Well, first, if we just step back and look in the third quarter. In our boat business, every international region was down some. And in our engine business, most were down. A couple were flat. It’s interesting with the decline in U.S. sales and our engine business more than half now of our sales in our engine business come from outside the United States. That’s also by the way true for Life Fitness but that’s more from international growth than it is a decline in U.S. market because they are up.

As we go forward, we believe the same ails that are here in the U.S. are going to evidence themselves outside the U.S. perhaps not to the same extent and therefore our anticipation is that we should expect some level of decline as we go into 2009. Was that helpful to you, Tim?

Tim Conder - Wachovia

Yes but so again, probably the trajectory Dusty would be fourth quarter international still not down as much as we should anticipate in the U.S.? And then similarly for at least the first half of 2009 is fair?

Dusty McCoy

That’s the way we see it right now, Tim, yes.

Tim Conder - Wachovia

Okay. Okay. And then I guess, could you give us a little more color on the inventory specifically in the U.S. channel? Maybe kind of break it down to what’s over 12 months and then even what’s over 18 months old because I guess back to kind of an ongoing question here. Your recourse in essence -- recourse back to you the manufacturer ends after 18 months, is that correct?

Dusty McCoy

That’s correct and it declined in the period from 12 to 18 months, and we’re seeing, and it’s not to be unexpected with the retail recline and aging of the inventory, but I will tell you -- at least from my perspective -- it is not out of line with the level of retail decline, and the key for us is to shut off the supply going in, and we’re taking some rather dramatic and drastic action here by shutting all these plants and putting the plants on furlough.

That, as we go then into the selling season, early next year Tim, it’s going to be very important, because that’s the only way we’re going to (inaudible) begin to clear some of this out.

Tim Conder - Wachovia

Okay. Any specific numbers, either from an industry perspective, or from Brunswick in particular, the aging percent of the inventory in the channel?

Dusty McCoy

Tim, I wouldn’t like to start getting into that, because we’ll end up turning Annie into a tracking mechanism I suspect over time, but I will tell you it is up, but is not up either alarmingly or materially right now.

Tim Conder - Wachovia

Would you say that your aged inventory, relative to the industry, better, same or worse?

Dusty McCoy

About the same.

Tim Conder - Wachovia

Okay, and finally, from a foreign exchange perspective, Peter, can you give us any color there on what assumptions you have in place now, or looking into next year? And any hedging that you’ve done from that perspective?

Peter B. Hamilton

As you know Tim, over the course of year-to-date, the dollar has been weaker, although it’s strengthened in the third quarter, and the weaker dollar does help us, because we tend to be low on Euro’s, it’s really our major currency exposure. We do hedge to mitigate that exposure, and those hedges have been successful in doing that.

In terms of looking into the crystal ball as to what hedge rates we’re going to use going forward in 2009, and what budget rates, with all the volatility in the market place, we have not locked in on that yet.

Tim Conder - Wachovia

Okay, and then if I may, just a housekeeping item, expectations; Peter mentioned the lower CapEx, just kind of give us an update on CapEx and D&A expectations this year in '09?

Peter B. Hamilton

Well, as I said, we’ll end this year -- or perhaps I didn’t say -- in the 105 to 110 range. We were down considerably in the third quarter compared to last year, 27 million in the third quarter, compared to 73 last year.

So you can see the kind of interdiction of capital that’s going on in this company. As we look forward to 2009, again, the 2009 plans had not been locked down, but there is no question that the capital number will be materially below the 105 to 110, which we will put up this year in 2008.

Tim Conder - Wachovia

Okay, and then anything Peter on D&A again for the year and next year? To write off and things?

Peter B. Hamilton

For this year Tim, we’re forecasting -- as I said in my remarks -- about 180 in D&A, that compares to about the same number, 177 for the previous year. In terms of 2009, maybe it will be down somewhat, 175, but not a significant drop.

Tim Conder - Wachovia

Great, thank you gentlemen.

Dusty McCoy

Tim, I want to come back and say one thing, because it’s important to recognize some of our people. When I go through the international or global sales, we continue to see very strong growth in Latin and South America, and I want to make sure I highlight that, it’s a real tribute to a bunch of people we have working very hard in those regions.

And in (inaudible) in fact a little bit more capital spending next year, it will clearly be under 100 million, and we’ll make decisions as we see what our cash position is further into this quarter, as to what we want the size next year to be, but no matter what, it’s going to be under 100 million.

Tim Conder - Wachovia

Okay, great. Thank you again.

Operator

Chris Hussey, with Goldman Sachs, your line is open for your question.

Chris Hussey - Goldman Sachs

Thanks very much, good morning guys. Can you just comment a little bit on how the business is going since we last talked a couple of weeks ago? Has it gotten measurably worse? What have you noticed?

Dusty McCoy

I wouldn’t say that it’s gotten measurably worse than since last we spoke. I think what we saw in the third quarter, Chris, is there was an accelerating decline, and if you look back at all the events that occurred in the third quarter, that feels about right, in September.

And then as we’ve gone into October, we feel it under the same pressure that we felt a couple of weeks ago; probably not enough time has elapsed, Chris, for us to give you a real view as to what the marine industry, especially is going to be doing through it’s fourth quarter, or early first quarter. But it’s clearly under lots of stress, and we see nothing that’s going to change that stress medium term.

Chris Hussey - Goldman Sachs

Any incremental deal or problems crop up recently?

Dusty McCoy

A few little ones, but nothing material or significant.

Chris Hussey - Goldman Sachs

The boat financing, are you finding that the young customer can still get access to boat financing?

Dusty McCoy

Financing is still out there, but you’ve got to have a darn good credit score in order to get it, and you’ve got to put a lot more down in order to get credit, and I think that’s true in any financing activity in this country right now.

Chris Hussey - Goldman Sachs

On the revolver securitization, it sounds like Peter, that you feel fairly confident that you’ve got enough assets to securitize the revolver at some level. Should we expect the revolver to be smaller going forward though if you do secure (inaudible) it?

Peter B. Hamilton

Yes, and we’re not unduly concerned about that Chris, because the half-a-billion level, it’s frankly, considerably in excess of our short-term working capital needs, and so yes, I think it will be smaller, I think it will be more expensive, and as we said, we will have to put up security, but I think it will be functional for our needs.

Chris Hussey - Goldman Sachs

How would you characterize your short-term working capital needs? How much do you feel you need through the first half of 2009? Your free cash flow negative period to get through this?

Peter B. Hamilton

It’s really, Chris, a function of a number of parts that are moving so quickly, that it just wouldn’t be responsible of Dusty or I to try and put a number on it. We are heavy into work to reevaluate what has to be done in light of the declining marine markets, and that work is going to anticipate a conservative top line, and that is going to lead to further actions as Dusty referred to in his comments.

And those actions in turn, will have an influence on working capital and it will basically have a good influence on working capital, because we will be buying less stuff and we would be liquidating inventories that we have, so the changes that we will have to make as a company in response to the weak market conditions, are those that will minimize our working capital needs over time.

It was interesting to me that with all that was going on in the third quarter, all the puts and takes, and all the enormous amounts of money involved, really the working capital change was a very, very modest number -- something in the neighborhood of $25 million-dollars.

Chris Hussey - Goldman Sachs

Okay, last question, would you sell one of the businesses like fitness or bowling billiards?

Dusty McCoy

I’ll never say never, and I won’t say we’re out lookin.

Chris Hussey - Goldman Sachs

All right, so not looking to do so, but wouldn’t rule it out in the event of a requirement.

Dusty McCoy

A 165-year-old company and it’s going to be a 300-year-old company some day, and we’re going to do what we have to do to get through this.

Chris Hussey - Goldman Sachs

Terrific, thank you guys.

Dusty McCoy

You’re welcome.

Operator

Our next question comes from Joe Hovorka, with Raymond James. Sir your line is open.

Joe Hovorka - Raymond James

Thank you, actually just a couple clarifications. I think that when you said that the funding for your notes that you recently issued went up 25 basis points at 10.75?

Peter B. Hamilton

There have been a number of credit moves over the past month. It was the most recent Moody's move that moved it up 50 basis points.

Joe Hovorka - Raymond James

So was there a move also on the S&P?

Peter B. Hamilton

That had happened prior to. These are notes that started as -- and I still refer to them as the 925’s and 975’s, but now they’re 10 and three-quarters.

Joe Hovorka - Raymond James

Got it. Then there was a comment about $4.5 million in revenues that you would be breaking even in cash or deposit. I’m assuming that was the 2010 revenue number?

Peter B. Hamilton

Yes.

Joe Hovorka - Raymond James

And that’s based on the $300 million-dollar run-rate that you’re talking about for cost savings?

Peter B. Hamilton

Yes.

Joe Hovorka - Raymond James

And you’ve also commented that you could go beyond that still, right?

Peter B. Hamilton

With cost savings?

Joe Hovorka - Raymond James

Yes.

Peter B. Hamilton

Yes.

Joe Hovorka - Raymond James

Okay, but no target on how much more than that 300?

Peter B. Hamilton

Not one that we’re prepared to talk about Joe on this call.

Joe Hovorka - Raymond James

Okay, and then you did mention that you anticipated using this revolver in the first quarter of 2009 to fund your working capital. If I recall, on the call a couple weeks ago, on the ninth, at that point, there was an anticipation you would not need the revolver at all in the first half of 2009, and not for the full year of 2009; what’s changed in those two weeks -- three weeks or whatever it’s been?

Kathryn J. Chieger:

Sir, I think it was we did not anticipate needing it this year, but would need it in the first quarter of next year.

Peter B. Hamilton

And we also said Joe, it remains our objective to be cash-flow neutral or cash-flow positive for 2009, but that does not mean that at any particular peak-period of need, we would not have to have temporary access to short-term credit. I think that’s the distinction here.

Joe Hovorka - Raymond James

Okay, and then the last two questions, one; can you talk a bit about the dividend, I know it’s an annual dividend that would be coming up soon, I’m assuming that’s -- can you comment if it’s going to be declared?

Dusty McCoy

We’ll be meeting with our board next week to review the dividend. The dividends will be reviewed Joe, in the context of our open and strongly stated desire to preserve and generate cash, and it will be in that context that we’ll look at the dividends.

Joe Hovorka - Raymond James

Fair enough, and then the final question is that your incremental margin on the (inaudible) has actually improved quite a bit from the sense that the loss of revenues that you had in the third quarter, versus this time last year, I think your operating margin of that revenue is something like 11% -- 11.5%.

Can you talk about what was driving that? I would have expected a much higher, incremental margin I guess is what I’m saying, on that kind of revenue decline. What helps you perform so well in that type of environment?

Dusty McCoy

Well one of the things we keep talking about is fixed costs coming out in a quote, operating expense numbers. There’s also cost coming out above the gross margin line. There are a few nipped issues in that, better control of inflation, you know Joe, it’s all the 100 things that you do in order to make your business run a little better.

Joe Hovorka - Raymond James

Is that the kind of incremental margin we can look at going forward? Or is that kind of a -- I guess did we get a lot of costs savings in the third quarter that may not be replicated, see what I’m saying?

Dusty McCoy

No, I do, but there’s a lot of cost savings also to come in the fourth quarter, and I don’t know Joe, I wouldn’t want to predict right now.

Joe Hovorka - Raymond James

Okay, fair enough. Thank you guys.

Dusty McCoy

You’re welcome.

Operator

Our next question comes from Hayley Wolff, with Rochdale Security.

Hayley Wolff - Rochdale Security.

Hi guys.

Peter B. Hamilton

Hi Hayley.

Hayley Wolff - Rochdale Security

A couple questions,, first, when you talked about sort of working capital needs for the quarter and beyond, is that in the context of the kind of drop in marine sales that we’ve see in September/October to date?

Peter B. Hamilton

Yes.

Hayley Wolff - Rochdale Security

Okay, and then can you give us the quantitative U.S. vs. International in the quarter, the way you typically break it out?

Kathryn J. Chieger

You mean the 39% international --

Hayley Wolff - Rochdale Security

Right, were international sales up “X” % or down “X” percent?

Dusty McCoy

International sales across the entire business -- marine, fitness and billiards, was down slightly, less than 5%, and as a percentage of our total sales in this quarter, international sales were 39%.

Hayley Wolff - Rochdale Security

And the decline was all in the marine businesses.

Dusty McCoy

All in the marine. We had significant growth the fitness business for instance.

Hayley Wolff - Rochdale Security

And what was the Marine, U.S. versus international boats and engines?

Dusty McCoy

Help me; I’m not understanding what --

Hayley Wolff - Rochdale Security

Marine sales in the quarter in the U.S. versus international; boats and engines.

Dusty McCoy

Okay, we’re around 300 million, international sales; we’re 100, and engines around 200 and 200.

Hayley Wolff - Rochdale Security

U.S. boat sales in the quarter were down how much? What percent?

Dusty McCoy

U.S. boat sales, I’m digging that number out --

Kathryn J. Chieger

It was about 40%.

Dusty McCoy

Yes, around 40%.

Hayley Wolff - Rochdale Security

And international?

Kathryn J. Chieger

Down about 20.

Dusty McCoy

About 20.

Hayley Wolff - Rochdale Security

Okay, and then on the life fitness side, is there any concern about some of the health-club spending starting to pull back in the outlook?

Dusty McCoy

Well, of concern yes. Outlook, we’re not really changing our outlook, it’s just going to be a day-by-day activity with the health clubs. What drives them is the availability of capital to keep expanding and putting in new equipment. It may be under some level of stress, Hayley, we’ll just have to let it play out.

Hayley Wolff - Rochdale Security

And then on the accounts receivable side? Within the accounts receivable, on the 515 million, how much of that is in the marine business, and can you talk in a little more detail about what’s going on, either it be your repurchase agreements and then how the international receivables are doing on the marine side as well.

Dusty McCoy

I’ll do the repurchase agreements quickly and then turn all of the hard part of the question over to Peter.

In our repurchase agreement, nothing has changed materially, as I said earlier. The dealer network, however, is clearly under stress, and as we’re go into the winter season they’ll be under more stress. We continue to believe Hayley this is something we can handle.

Again, not building boats and putting them into the pipeline is the (inaudible) for a lot of issues; including the need to buy back boats and then place them elsewhere, as well as falling retail demand.

But our dealer network is holding up quite well, and what we’re seeing with our dealers is they’ve done a great job of controlling costs, and doing what they have to do, in order to get through this, just like we’re doing what we have to do.

Hayley Wolff - Rochdale Security

Okay. Is there a risk that they get to this 18-month period and then decide that they want to put the boats back? I mean is there a waiting game that they play?

Dusty McCoy

No, or certainly not one that we’ve ever experienced.

Hayley Wolff - Rochdale Security

Okay.

Peter B. Hamilton

Hayley, in response to your other question, the marine receivables of the 518 that appear on the balance sheet, are about 50% -- 275 million.

Hayley Wolff - Rochdale Security

Okay. Thanks a lot.

Peter B. Hamilton

You’re welcome.

Operator

Our next question comes from Steven Rees, with JP Morgan, sir, your line is open.

Steven Rees - JP Morgan

Hi, thanks. I just had a question on the engine segment, we’re going to be looking at x charges. I think the profit performance is better then I would have thought given the sales decline. So maybe you could just talk about if there was anything specific to the quarter that allowed him to better align their cost structure, and if you do expect continued relative out performance in engines versus boats from a sales and profit perspective in 2009?

Dusty McCoy

A couple things going on there first, the decline in the international markets was significantly less than, for instance, that had gone on in our boat business. Secondly, our engine guys have done one heck of a great job at cost control in getting a lot of cost out and managing down time in a very efficient way -- they’re operating very well.

Steven Rees - JP Morgan

Okay, and so do you expect continued relative out performance in engines versus boats in 2009? Do you think it’s going to be a little bit better than what the boats are?

Dusty McCoy

I wouldn’t say that, based upon what we’re seeing right now.

Steven Rees - JP Morgan

Finally for Pete, is there anything on the debt side that’s coming due in 2009? I think you refinanced the 250 if I remember correctly.

Peter B. Hamilton

No, there isn’t; the next big one is 2011.

Steven Rees - JP Morgan

Okay, perfect, thank you very much.

Peter B. Hamilton

You’re welcome.

Operator

Our next question comes from James Hardiman, with FTN Midwest Securities.

James Hardiman - FTN Midwest Securities

Good morning, a couple brief questions here. You gave us some good numbers from the industry standpoint; I think you said fiberglass was down somewhere around 40% and aluminum down more like 20%.

What is the mix of what you sell today and how does that compare to a year or two ago, and where do you expect that to go? And then do you have a number for total powerboat sales in the quarter if you aggregate all that stuff from a retail perspective?

Dusty McCoy

I’m tryin to do a little math in my head. Our boat sales in the quarter I think were about 1.7 billion -- in our boat segment, which we’ve got some P&A sales in there and that’s a range of 250 to 260, so you back that out. And then our outboard aluminum businesses were slightly over 400-million, so the rest is fiberglass.

James Hardiman - FTN Midwest Securities

Okay.

Dusty McCoy

Did that give you enough math?

James Hardiman - FTN Midwest Securities

No, that’s perfect. And do you know what the total number would have been for the industry -- is industry similarly skewed to you guys? Is that how I should look at that? Or do you have a total powerboat number for the industry?

Kathryn J. Chieger

I think that if you look at the industry specifics James, that you would find that our mix is probably weighted a little bit more towards fiberglass in the industry overall.

James Hardiman - FTN Midwest Securities

Okay. And then, in terms of some of the issues affecting you guys in the third quarter, obviously, everything that’s going on with the economy, nobody really knows when that’s going to get any better, but specific to the boat industry, and specific to you guys, the hurricanes in the quarter seemed like they were material, you would think, and also the Olympic closure.

Can you comment on those two items and how those affected you, and talk about -- I’m assuming those issues are for the most part behind you. I don’t know if there’s any left over, over-hang from the hurricanes, but can you talk about those two issues and how they affected you?

Dusty McCoy

Sure. It’s going to be a little difficult for me James to put real numbers around, but let me give you the impact, if I may, in words.

Doing the hurricanes first, we had hurricanes or very -- I won’t say destructive -- but a lot of rain event of lows and tropical storms going all through Florida, and our dealer network there had to put stuff away, weather it, get material back out, get the store ready to be opened, and then another one would come.

And they incurred a lot of cost in Florida during that time, and of course with all that, they’re incurring cost, losing sales, and in our desire to keep them as healthy as possible meant that our sales to some dealers in Florida were down very dramatically, in the range of 80% to 90%.

The hurricane that went over into Texas way had a bit larger impact in the following sense: Texas has been economically a better market then has been a lot of other markets in the U.S., and in boating and our dealers just got shut down over there for -- pick a time, 10 days to a week, getting ready, going through it, and then getting back up, and that did hurt us.

Olympic is frankly a bit more painful. Olympic was a big part of our Bayliner Maxim sales, they had enormous market share out in the Northwest, and it was going through the bankruptcy and fundamentally didn’t sell anything for a fairly lengthy period going up to the auction. And we have in market share -- we did have market share in the range of 50% out there. So, when you’re losing -- in a market where you have 50% market share, a lot of high-volume product, it has a big impact.

We’ve now been repositioning the product, but the real world is we’ve got great new dealers, but it takes them a while to get up and running and get themselves positioned. So I think we’ll have some overflow or residual impact on our sales out there, up until some point next year would be my guess.

James Hardiman - FTN Midwest Securities

Okay, and then just -- that’s perfect, and then sort of piggy-backing off of that a little bit, with those two issues behind you, what can you say geographically about the demand that you’re seeing out there? I mean is Florida still basically the epicenter of the weakness or are we maybe annualizing some of the weakness in Florida, and it sounds like Texas might be getting off its feat as well, but what’s sort of the outlook for California? What can you tell us just anecdotally about the different parts of the country as we move forward here, if anything?

Dusty McCoy

As we look at the preliminary SSI numbers, California, Florida, some of the top five markets, are actually down worse than they had been before, and again, that’s to be expected in the economic conditions that we see.

Texas has been down more -- actually it’s been up slightly in a lot of the months. It was down some, and I think that was likely hurricane driven, but the pain is deeper in places like California and Florida, but I don’t want to diminish the difficulty around the entire United States.

James Hardiman - FTN Midwest Securities

Okay, fair enough, thanks guys.

Operator

Our last question comes from Ed Aaron with RBC.

Edward Aaron - RBC

I just wanted to ask a follow up on product development. I’m just curious to get some updated thoughts in terms of your willingness to spend on R&D and also your thoughts on whether -- and how you’re thinking about innovation in terms of the customers being able or willing to pay for more content, even though it might be innovative.

Peter B. Hamilton

Ed, I’ll give the numbers and then over to Dusty for the color, but our R&D spend year-to-date is essentially equivalent to last years, about 97 million versus 100 million last year, so as we do significant reductions across the company, one area which has not been significantly reduced is R&D.

Dusty McCoy

We’re going to have to ask ourselves Ed, as we go into 2009, the real ability of consumers to show up, and frankly, we’re going to have to be a bit more cheesy about where we’ll be investing the new product, but we think it’s important to invest in new product during a time like this.

In terms of whether consumers will pay for innovation, we’re seeing in twin-stern drives, that 75% of the sales now have our Axias (ph) drive system on it. Now whether we would have gotten those sales with or without Axias, I suspect some of that percentage of that 75% we would not have gotten without the Axias innovation on it. So we believe consumers are showing up and looking for the innovation and in fact, it’s likely driving sales right now.

Edward Aaron - RBC

Maybe I should a similar question in a slightly different way; let’s say there was a part of your business where you felt like there was a major opportunity to spend and innovate, but with capital constraints that we have, it would require selling off or divesting a business that had less potential for innovation. Would you consider doing that?

In other words, would you consider divesting some businesses, for reasons other then just having to conserve capital for liquidity? In other words, divesting businesses in order to better invest in other businesses for future innovation and growth.

Dusty McCoy

Certainly, and I think our shutting in four brands earlier, it is evidence of the fact that we’re looking through the portfolio and saying, these area areas that are not likely to be growth opportunities for us, or generate EBITDA levels that will satisfy us, so we’re getting out so we can redirect funds, so yes, that’s something we’re looking at constantly.

Edward Aaron - RBC

Thank you.

Dusty McCoy

You’re quite welcome. With that, we’ve well gone over our time by 20 minutes, thank you as always for a bunch of great questions. Thank you for listening to us during this busy time and spending time with us today, and with that we’re gone, and stay in contact with us as we work our way through this marketplace. Thank you.

Operator

That does conclude today’s conference, thank you all for joining; you may disconnect your lines at this time.

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