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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 2003
Commission file number: 0-25620
A.S.V., INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1459569
------------------------------ -------------------------------
State or other jurisdiction of I.R.S. Employer Identification No.
incorporation of organization
840 LILY LANE
P.O. BOX 5160
GRAND RAPIDS, MN 55744 (218) 327-3434
-------------------------------------- --------------------------
Address of principal executive offices Registrant's telephone number
Check whether the registrant (1) filed all reports required to be filed
by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the past
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. [X] Yes [ ] No
Indicate by check mark if the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). [X] Yes [ ] No
As of May 2, 2003, 10,086,161 shares of the registrant's Common Stock
were issued and outstanding.
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
A.S.V., INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
MARCH 31, December 31,
2003 2002
----------------- -----------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents.................................. $ 3,358,200 $ 4,058,091
Short-term investments..................................... 300,894 739,307
Accounts receivable, net................................... 17,133,649 14,397,958
Inventories................................................ 33,885,327 31,834,620
Prepaid expenses and other................................. 884,414 1,099,685
----------------- -----------------
Total current assets 55,562,484 52,129,661
PROPERTY AND EQUIPMENT, net................................... 5,135,912 5,080,536
----------------- -----------------
Total Assets $ 60,698,396 $ 57,210,197
================= =================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term liabilities................... $ 131,214 $ 129,550
Accounts payable .......................................... 5,461,633 2,838,370
Accrued liabilities
Compensation............................................. 268,046 265,649
Warranty reimbursements.................................. 525,700 555,200
Warranties............................................... 600,000 600,000
Other.................................................... 391,858 374,707
Income taxes payable....................................... 138,708 -
----------------- -----------------
Total current liabilities 7,517,159 4,763,476
----------------- -----------------
LONG-TERM LIABILITIES, less current portion................... 1,946,731 1,979,798
----------------- -----------------
COMMITMENTS AND CONTINGENCIES................................. - -
SHAREHOLDERS' EQUITY
Capital stock, $.01 par value:
Preferred stock, 11,250,000 shares authorized;
no shares outstanding.................................. - -
Common stock, 33,750,000 shares authorized;
shares issued and outstanding - 10,063,901............. 100,639 100,639
Additional paid-in capital................................. 38,666,925 38,666,925
Retained earnings.......................................... 12,466,942 11,699,359
----------------- -----------------
51,234,506 50,466,923
----------------- -----------------
Total Liabilities and Shareholders' Equity $ 60,698,396 $ 57,210,197
================= =================
See notes to consolidated financial statements.
2
A.S.V., INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
2003 2002
----------------- -----------------
Net sales..................................................... $ 14,612,230 $ 6,177,828
Cost of goods sold............................................ 11,808,766 4,753,140
----------------- -----------------
Gross profit......................................... 2,803,464 1,424,688
Operating expenses
Selling, general and administrative........................ 1,452,960 1,332,032
Research and development................................... 161,704 674,433
----------------- -----------------
Operating income (loss).............................. 1,188,800 (581,777)
Other income (expense)
Interest expense........................................... (36,623) (31,147)
Other, net................................................. 37,406 66,343
----------------- -----------------
Income (loss) before income taxes.................... 1,189,583 (546,581)
Provision for (benefit from) income taxes..................... 422,000 (181,000)
----------------- -----------------
NET EARNINGS (LOSS).................................. $ 767,583 $ (365,581)
================= =================
Net earnings (loss) per common share:
Basic.................................................... $ .08 $ (.04)
================= =================
Diluted.................................................. $ .08 $ (.04)
================= =================
Weighted average number of common shares outstanding:
Basic.................................................... 10,063,901 10,194,663
================= =================
Diluted.................................................. 10,113,634 10,194,663
================= =================
See notes to consolidated financial statements.
3
A.S.V., INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
2003 2002
----------------- -----------------
Cash flows from operating activities:
Net earnings (loss).......................................... $ 767,583 $ (365,581)
Adjustments to reconcile net earnings (loss) to
net cash used in operating activities:
Depreciation............................................. 144,171 114,916
Deferred income taxes.................................... 36,000 60,000
Changes in assets and liabilities
Accounts receivable.................................... (2,735,691) 594,893
Inventories............................................ (2,050,707) (4,837,919)
Prepaid expenses and other............................. 179,271 (10,164)
Accounts payable....................................... 2,623,263 2,018,173
Accrued expenses....................................... (9,952) (188,270)
Income taxes payable................................... 138,708 (505,062)
----------------- -----------------
Net cash used in operating activities................ (907,354) (3,119,014)
----------------- ------------------
Cash flows from investing activities:
Purchase of property and equipment........................... (199,547) (30,682)
Purchase of short-term investments........................... (205,894) (935,449)
Redemption of short-term investments......................... 644,307 725,249
----------------- -----------------
Net cash provided by (used in) investing activities.. 238,866 (240,882)
----------------- -----------------
Cash flows provided by financing activities:
Principal payments on long-term liabilities.................. (31,403) (26,224)
Proceeds from exercise of stock options...................... - 9,375
Retirement of common stock................................... - (303,695)
----------------- -----------------
Net cash used in financing activities................ (31,403) (320,544)
------------------ -----------------
Net decrease in cash and cash equivalents............ (699,891) (3,680,440)
Cash and cash equivalents at beginning of period................ 4,058,091 5,221,591
----------------- -----------------
Cash and cash equivalents at end of period...................... $ 3,358,200 $ 1,541,151
================= =================
Supplemental disclosure of cash flow information:
Cash paid for interest....................................... $ 32,728 $ 65,973
Cash paid for income taxes................................... $ 4,070 $ 455,881
See notes to consolidated financial statements.
4
A.S.V., INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 2003
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies consistently applied
in the preparation of the accompanying unaudited, consolidated financial
statements follows:
REVENUE RECOGNITION
The Company generally recognizes revenue on its product sales when
persuasive evidence of an arrangement exists, delivery has occurred, the price
is fixed or determinable and collectibility is reasonable assured. The Company
considers delivery to have occurred at the time of shipment.
RESEARCH AND DEVELOPMENT
All research and development costs are expensed as incurred.
INTERIM FINANCIAL INFORMATION
The accompanying unaudited, consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America (US GAAP) for interim financial information.
Accordingly, they do not include all of the footnotes required by US GAAP for
complete financial statements. In the opinion of management, all adjustments
(consisting of normal, recurring adjustments) considered necessary for a fair
presentation have been included. Results for the interim periods are not
necessarily indicative of the results for an entire year.
WARRANTIES
The Company provides a limited warranty to its customers. Provision for
estimated warranty costs are recorded when revenue is recognized based on
product failure rates, material usage and service delivery costs incurred in
correcting a product failure. Should actual failure rates, material usage or
service delivery costs differ from the Company's estimates, revisions to the
accrued warranty liability may be required.
Changes in the Company's accrued warranty liability are as follows:
March 31,
--------------------------------------------
2003 2002
------------------ -----------------
Balance, beginning of period $ 600,000 $ 500,000
Expense for new warranties issued 126,031 258,664
Warranty claims (126,031) (258,664)
------------------ -----------------
Balance, end of period $ 600,000 $ 500,000
================== =================
STOCK-BASED COMPENSATION
At March 31, 2003, the Company has three stock-based compensation
plans. The Company accounts for those plans under the recognition and
measurement principles of APB Opinion No. 25, Accounting for Stock Issued to
Employees, and related Interpretations. No stock-based employee compensation
cost is reflected in net earnings, as all options granted under those plans had
an exercise price equal to the market value of the underlying common stock on
the date of grant.
The following table illustrates the effect on net earnings and earnings
per share if the Company had applied the fair value recognition provisions of
FASB Statement No. 123, Accounting for Stock-Based Compensation, using the
following assumptions. The weighted average fair values of the options granted
during 2003 and 2002 are $4.52 and $5.50. The fair value of each option grant is
estimated on the date of grant using the Black-Scholes options-pricing model
with the following weighted-average assumptions used for all grants in 2003 and
2002; zero dividend yield; expected volatility of 44.8% and 40.8%, risk-free
interest rate of 3.55 and 4.75% and expected lives of 6.95 and 6.84 years.
5
Three Months Ended March 31,
--------------------------------------------
2003 2002
------------------ -----------------
Net earnings (loss), as reported $ 767,583 $ (365,581)
Less total stock-based employee
compensation determined under
fair value methods for all awards (231,824) (124,162)
------------------ -----------------
Pro forma net earnings (loss) $ 535,759 $ (489,743)
================== =================
Earnings (loss) per share:
Basic - as reported $ .08 $ (.04)
================== =================
Basic - pro forma $ .05 $ (.05)
================== =================
Diluted - as reported $ .08 $ (.04)
================== =================
Diluted - pro forma $ .05 $ (.05)
================== =================
NEW ACCOUNTING PRONOUNCEMENTS
FIN 45, Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others, was
released in November 2002. This Interpretation states that a guarantor is
required to measure and recognize the fair value of the guarantee at inception.
It must also provide new disclosures regarding the nature of any guarantees and
certain other items, including product warranties. The initial recognition and
measurement provisions are effective prospectively, that is, for guarantees
issued or modified on or after January 1, 2003. The Company adopted FIN 45 on
January 1, 2003 with no material effect on the Company's financial statements.
SFAS 143, Accounting for Asset Retirement Obligations. This statement
establishes standards for recognition and measurement of legal obligations
associated with the retirement of a tangible long-lived asset that results from
the acquisition, construction, or development and (or) normal operation of a
long-lived asset. This statement was effective for the Company beginning January
1, 2003. The Company adopted SFAS 143 on January 1, 2003 with no material effect
on the Company's financial statements.
SFAS 146, Accounting for Costs Associated with Exit or Disposal
Activities. This statement provides financial and reporting guidance for costs
associated with exit or disposal activities, including one-time terminations
benefits, contract termination costs other than for a capital lease, and costs
to consolidate facilities or relocate employees. This statement was effective
for the Company for all exit and disposal activities initiated after December
31, 2002. The Company adopted SFAS 146 on January 1, 2003 with no material
effect on the Company's financial statements.
NOTE 2. INVENTORIES
Inventories consist of the following:
MARCH 31, December 31,
2003 2002
------------------ -----------------
Raw materials, semi-finished and
work in process inventory $ 17,433,341 $ 16,502,994
Finished goods 11,979,437 10,779,010
Used equipment held for resale 4,472,549 4,552,616
------------------ -----------------
$ 33,885,327 $ 31,834,620
================== =================
6
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CRITICAL ACCOUNTING POLICIES
The following discussion and analysis of the Company's financial
condition and results of operations is based upon its financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States. The preparation of these financial statements
requires management to make estimates and judgments that affect the reported
amounts of assets, liabilities and expenses, and related disclosures. On an
on-going basis, management evaluates its estimates and judgments, including
those related to accounts receivable, inventories and warranty obligations. By
their nature, these estimates and judgments are subject to an inherent degree of
uncertainty. Management bases its estimates and judgments on historical
experience, observance of trends in the industry, information provided by
customers and other outside sources and on various other factors that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the amount of expenses and the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or
conditions.
Management believes the following critical accounting policies, among
others, affect its more significant judgments and estimates used in the
preparation of its consolidated financial statements.
Revenue Recognition and Accounts Receivable. Revenue is recognized when
persuasive evidence of an arrangement exists, delivery has occurred, the price
is fixed or determinable and collectibility is reasonably assured. The Company
generally obtains oral or written purchase authorizations from customers for a
specified amount of product at a specified price and considers delivery to have
occurred at the time of shipment. ASV maintains an allowance for doubtful
accounts for estimated losses resulting from the inability of its customers to
make required payments. If the financial condition of ASV's customers were to
deteriorate, resulting in an impairment of their ability to make payments,
additional allowances may be required.
Inventories. Inventories are stated at the lower of cost or market,
cost being determined on the first-in, first-out method. Adjustments to slow
moving and obsolete inventories to the lower of cost or market are provided
based on historical experience and current product demand. The Company evaluates
the adequacy of the inventories carrying value quarterly.
Warranties. ASV provides for the estimated cost of product warranties
at the time revenue is recognized. While ASV engages in extensive product
quality programs and processes, including actively monitoring and evaluating the
quality of its component suppliers, ASV's warranty obligation is affected by
product failure rates, material usage and service delivery costs incurred in
correcting a product failure. Should actual product failure rates, material
usage or service delivery costs differ from ASV's estimates, revisions to the
estimated warranty liability may be required.
RESULTS OF OPERATIONS
The following table sets forth certain Statements of Earnings data as a
percentage of net sales:
Three Months Ended March 31,
----------------------------
2003 2002
----- ------
Net sales.......................................... 100.0% 100.0%
Gross profit....................................... 19.2 23.1
Selling, general and administrative................ 9.9 21.6
Research and development........................... 1.1 10.9
Operating income (loss)............................ 8.1 (9.4)
Net earnings (loss)................................ 5.3 (5.9)
Net Sales. For the three months ended March 31, 2003, net sales
increased 137% to approximately $14,612,000 compared with approximately
$6,178,000 for the same period in 2002. This increase was the result of several
factors. First, the Company had increased sales of its undercarriages to
Caterpillar Inc. (Caterpillar) for use on its Multi-Terrain Loaders (MTLs)
during the first quarter of 2003. MTL undercarriage sales accounted for 57% of
the Company's net sales and consisted of three models of undercarriages during
the first quarter of 2003. In the first quarter of 2002, the Company had no MTL
undercarriage sales to Caterpillar due to a production issue experienced by
Caterpillar unrelated to ASV's undercarriages. In addition, two of the three MTL
undercarriage models had not yet gone into production in the first quarter of
2002. Second, sales of the Company's RC-30 and RC-50 products increased due to
increased marketing efforts to rental
7
facilities. Third, the Company began shipments of its latest product, the RC-100
Posi-Track during the first quarter of 2003. Offsetting these increases were
decreases in the sales of the Company's 4810 Posi-Track and 2800 series
Posi-Tracks due in part to the introduction of the RC-100 Posi-Track and a
greater number of MTL models available during 2003.
Gross Profit. Gross profit for the three months ended March 31, 2003
increased to approximately $2,803,000, compared with approximately $1,425,000
for the same period in 2002 while the gross profit percentage decreased from
23.1% in 2002 to 19.2% in 2003. The increase in gross profit can be attributed
to the increased sales experienced during the first quarter of 2003. The
decrease in gross profit percentage was due primarily to a shift in the mix of
products sold in the first quarter of 2003 as well as several other factors. As
discussed above, the Company had significant sales of MTL undercarriages during
the first quarter of 2003, and specifically a high concentration of lower priced
MTL undercarriages, which carry a lower gross profit percentage than the
Company's R-Series and Posi-Track products. Due to the level of pre-sold
production, the Company worked overtime during the first quarter of 2003 to
satisfy the order level. Also, the Company began production of the RC-100
Posi-Track during the first quarter of 2003 and certain production
inefficiencies were experienced, due primarily to timing issues for the receipt
of certain raw materials. Finally, a lesser number of 4810 Posi-Tracks were sold
in the first quarter of 2003 compared with 2002 which carry a higher than
average gross profit percentage.
Selling, General and Administrative. Selling, general and
administrative expenses increased from approximately $1,332,000, or 21.6% of net
sales in the first quarter of 2002, to approximately $1,453,000, or 9.9% of net
sales in the first quarter of 2003. The increase in expenses was due primarily
to increased advertising to promote the Company's products and increased travel
expenses to support the Company's marketing efforts to rental facilities.
Research and Development. Research and development expenses decreased
from approximately $674,000 in the first quarter of 2002 to approximately
$162,000 in the first quarter of 2003. The decrease was due to the Company
completing the development of undercarriages for Caterpillar's MTL product line
in 2002. The Company anticipates its investment in research and development will
be approximately 1% of its anticipated net sales for 2003.
Other Income (Expense). Interest expense for the first quarter of 2003
was similar to the first quarter of 2002. Other income decreased from
approximately $66,000 in the first quarter of 2002 to approximately $37,000 for
the first quarter of 2003. This decrease was due primarily to lower interest
income from decreased short-term investments as the Company used these
investments to fund operations in the first quarter of 2003.
Net Earnings (Loss). For the first quarter of 2003, net earnings were
approximately $768,000, compared to a net loss of approximately $366,000 for the
first quarter of 2002. The increase was primarily a result of increased sales
and decreased operating expenses, offset in part by a decreased gross profit
percentage and higher effective income tax rate.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2003, the Company had working capital of approximately
$48,045,000 compared with approximately $47,366,000 at December 31, 2002. While
overall working capital remained relatively the same during the period, several
components changed. First, cash and short-term investments decreased
approximately $1,138,000 due primarily to funding operations during the first
quarter of 2003. Second, accounts receivable increased approximately $2,736,000
from increased sales during the first quarter of 2003. Third, inventories
increased approximately $2,051,000 from December 31, 2002. This increase was due
to an increase in raw materials due to increased production levels and an
increase in finished goods as the Company took advantage of available production
time early in the quarter to produce certain models it anticipates will be
needed later in the year. Current liabilities increased approximately $2,754,000
at March 31, 2003 compared with December 31, 2002, due primarily to increased
accounts payable from the increased production levels and the timing of
inventory purchases.
In October 2000, the Company and Caterpillar entered into an alliance
agreement to jointly develop and manufacture a new product line of Caterpillar
rubber track skid steer loaders called Multi-Terrain Loaders, or MTLs. The
product line, which includes five new models, features Caterpillar's patented
skid steer loader technology and ASV's patented Maximum Traction Support
System(TM) rubber track undercarriage. The machines complement existing models
in both ASV's and Caterpillar's current product lines. They are being sold
through the Caterpillar dealer network.
The Company recognizes as sales its cost for the undercarriage, as
defined in the agreement, plus a portion of the gross profit that Caterpillar
will recognize upon sale of the MTL to Caterpillar dealers, when the Company
ships undercarriages to Caterpillar. The MTLs are not a commissionable product
under the Company's Commercial Alliance
8
Agreement with Caterpillar. The Company anticipates its 2003 sales of MTL
undercarriages to Caterpillar could approach $30 million.
In December 2000, the Company made a sale to one customer totaling
approximately $4.0 million. During 2001, this customer did not make payments in
accordance with the terms of its agreement with the Company, including
approximately $800,000 of machines and attachments sold by the customer for
which payment was not remitted to the Company. The Company has been working
closely with this customer to develop a plan for the payment of the amounts
owed.
In January 2002, the Company and the customer entered into a note
agreement for the value of the machines that had been previously sold by the
customer for which payment was not remitted to the Company. The initial amount
of the note was $800,000 and is due in 48 monthly installments plus interest at
the prime rate plus 2%, beginning March 15, 2002. The customer has generally
made payments on a timely basis under this note. Should the customer be
successful in raising a minimum of $2.5 million through a private placement
offering, the Company has agreed to convert $500,000 of the note balance to
shares of convertible preferred stock in the private placement. The Company has
also obtained a security interest in the machines that have not yet been sold by
the customer. In addition, the customer has agreed to remit payment to the
Company for any machines it sells, which the customer has been doing.
On October 7, 2002, the Company announced a new stock buy-back program
whereby ASV may repurchase up to $5 million of its common stock in the open
market. The Company is funding the repurchases with available funds. The
repurchase program is expected to last until October 7, 2003 or until such
amount of common stock is repurchased. As of May 2, 2003, the Company had
repurchased 110,700 shares of its common stock under this new buy-back program
at an aggregate purchase price of approximately $1,004,000.
In October 2002, the Company began a program to market its RC-30 and
RC-50 products directly to rental facilities. Under this program, ASV identifies
rental facilities that will lease ASV machines from an unaffiliated finance
company. ASV records the sale of the machines to the finance company when they
are delivered to the rental facility and receives payment from the finance
company at that time. The lease agreement between the rental facility and the
finance company provides the rental facility a 90-day period during which any
rental income generated is split between the rental facility and ASV. After the
90-day period has expired, the rental facility has the option of terminating the
lease, in which case ASV is responsible for the costs associated with
transferring the machines to another rental facility. If the rental facility
elects to continue the lease, ASV will refund any rental payments received
during the 90-day period. At the end of the four-year lease, should the rental
facility elect not to purchase the leased machines, ASV has guaranteed to pay a
residual value equal to 25% of the original selling price of the financed
equipment should the rental facility choose not to make the residual payment. At
that point, ASV would take possession of the equipment. As of March 31, 2003,
the total amount of future residual payments the Company may be required to make
in the event of nonpayment by rental facilities totaled approximately $334,000.
The Company believes the value of the related equipment will equal or exceed the
amount of residual payment. Accordingly, the Company does not anticipate any
loss will be incurred should any residual payments need to be made.
The Company believes cash expected to be generated from operations, its
existing cash and short-term investments, together with its available, unused
$10 million credit line, will satisfy the Company's projected working capital
needs and other cash requirements for the next twelve months and for the
foreseeable future.
NEW ACCOUNTING PRONOUNCEMENTS. FIN 45, Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others, was released in November 2002. This Interpretation
states that a guarantor is required to measure and recognize the fair value of
the guarantee at inception. It must also provide new disclosures regarding the
nature of any guarantees and certain other items, including product warranties.
The disclosure requirements are effective for the Company for the year ending
December 31, 2002. The initial recognition and measurement provisions are
effective prospectively, that is, for guarantees issued or modified on or after
January 1, 2003. The Company adopted FIN 45 on January 1, 2003 with no material
effect on the Company's financial statements.
SFAS 143, Accounting for Asset Retirement Obligations. This statement
establishes standards for recognition and measurement of legal obligations
associated with the retirement of a tangible long-lived asset that results from
the acquisition, construction, or development and (or) normal operation of a
long-lived asset. This statement was effective for the Company beginning January
1, 2003. The Company adopted SFAS 143 on January 1, 2003 with no material effect
on the Company's financial statements.
9
SFAS 146, Accounting for Costs Associated with Exit or Disposal
Activities. This statement provides financial and reporting guidance for costs
associated with exit or disposal activities, including one-time terminations
benefits, contract termination costs other than for a capital lease, and costs
to consolidate facilities or relocate employees. This statement is effective for
the Company for all exit and disposal activities initiated after December 31,
2002. The Company adopted SFAS 146 on January 1, 2003 with no material effect on
the Company's financial statements.
The statements set forth above under "Liquidity and Capital Resources"
and elsewhere in this Form 10-Q regarding ASV's future sales levels, product
mix, profitability, expense levels and liquidity are forward-looking statements
based on current expectations and assumptions, and entail various risks and
uncertainties that could cause actual results to differ materially from those
expressed in such forward-looking statements. Certain factors may affect whether
these anticipated events occur including ASV's ability to successfully
manufacture the machines, unanticipated delays, costs or other difficulties in
the development and manufacture of the machines, market acceptance of the
machines, general market conditions, corporate developments at ASV, Polaris or
Caterpillar and ASV's ability to realize the anticipated benefits from its
alliances with Polaris and Caterpillar. Any forward-looking statements provided
from time-to-time by the Company represent only management's then-best current
estimate of future results or trends. Additional information regarding these
risk factors and uncertainties is detailed in the Risk Factors filed as Exhibit
99 to the Current Report on Form 10-Q for the period ended June 30, 2002.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has no history of, and does not anticipate in the future,
investing in derivative financial instruments, derivative commodity instruments
or other such financial instruments. Transactions with international customers
are entered into in U.S. dollars, precluding the need for foreign currency
hedges. Additionally, the Company invests in money market funds and fixed rate
U.S. government and corporate obligations, which experience minimal volatility.
Thus, the exposure to market risk is not material.
ITEM 4. CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Financial Officer have
concluded, based on their evaluation within 90 days of the filing date of this
report, that the Company's disclosure controls and procedures are adequately
designed to ensure that information required to be disclosed by the Company in
the reports that it files or submits under the Securities and Exchange Act of
1934, as amended, is recorded, processed, summarized and reported, within the
time periods specified in applicable rules and forms. There have not been any
significant changes in the Company's internal controls or in other factors that
could significantly affect those controls, subsequent to the date of such
evaluation, including any corrective actions taken with regard to significant
deficiencies and material weaknesses.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
ASV is a party to certain claims arising in the ordinary course of
business. In the opinion of management, the outcome of such claims will not
materially affect ASV's current or future financial position or results of
operation.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
10
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Exhibit
Number Description
- ------- --------------------------------------------------------------------------------------------------------
3.1 Second Restated Articles of Incorporation of the Company (a)
3.1a Amendment to Second Restated Articles of Incorporation of the Company filed January 6, 1997 (d)
3.1b Amendment to Second Restated Articles of Incorporation of the Company filed May 4, 1998 (g)
3.2.1 Bylaws of the Company (a)
3.3 Amendment to Bylaws of the Company adopted April 13, 1999 (l)
4.1 Specimen form of the Company's Common Stock Certificate (a)
4.3 * 1994 Long-Term Incentive and Stock Option Plan (a)
4.4 Warrant issued to Leo Partners, Inc. on December 1, 1996 (d)
4.5 * 1996 Incentive and Stock Option Plan (e)
4.6 * 1996 Incentive and Stock Option Plan, as amended (f)
4.7 * 1998 Non-Employee Director Stock Option Plan (f)
4.8 * Amendment to 1998 Non-Employee Director Stock Option Plan (m)
4.9 Securities Purchase Agreement dated October 14, 1998 between Caterpillar Inc. and the Company (h)
4.10 Warrant issued to Caterpillar Inc. on January 29, 1999 (i)
4.11 Securities Purchase Agreement dated October 31, 2000 between Caterpillar Inc. and the Company (n)
4.12 Replacement Warrant issued to Caterpillar Inc. on October 31, 2000 (n)
10.1 Development Agreement dated July 14, 1994 among the Iron Range Resources and Rehabilitation Board,
the Grand Rapids Economic Development Authority ("EDA") and the Company (b)
10.2 Lease and Option Agreement dated July 14, 1994 between the EDA and the Company (b)
10.3 Option Agreement dated July 14, 1994 between the EDA and the Company (b)
10.4 Supplemental Lease Agreement dated April 18, 1997 between the EDA and the Company (e)
10.5 Supplemental Development Agreement dated April 18, 1997 between the EDA and the Company (e)
10.6 Line of Credit dated May 22, 1997 between Norwest Bank Minnesota North, N.A. and the Company (e)
10.7 * Employment Agreement dated October 17, 1994 between the Company and Thomas R. Karges (c)
10.8 Extension of Lease Agreement dated May 13, 1998 between the EDA and the Company (g)
10.9 First Amendment to Credit Agreement dated June 30, 1998 between Norwest Bank Minnesota North, N.A.
and the Company (g)
11
10.10 Commercial Alliance Agreement dated October 14, 1998 between Caterpillar Inc. and the Company (h)
10.11 Management Services Agreement dated January 29, 1999 between Caterpillar Inc. and the Company (j)
10.12 Marketing Agreement dated January 29, 1999 between Caterpillar Inc. and the Company (j)
10.13 Third Amendment to Credit Agreement dated June 9, 1999 between Norwest Bank Minnesota North, N.A. and
the Company (k)
10.14 Fourth Amendment to Credit Agreement dated June 1, 2000 between Norwest Bank Minnesota North, N.A.
and the Company (m)
10.15** Multi-Terrain Rubber-Tracked Loader Alliance Agreement dated October 31, 2000 between Caterpillar Inc.
and the Company (n)
10.16** Manufacturing and Distribution Agreement dated January 2, 2001 between Polaris Industries Inc. and the
Company (o)
10.17 Fifth Amendment to Credit Agreement dated June 1, 20021 between Wells Fargo Bank Minnesota, N.A. and
the Company (p)
10.18 Sixth Amendment to Credit Agreement dated June 1, 2002 between Wells Fargo Bank Minnesota, N.A. and
the Company (q)
10.19 Seventh Amendment to Credit Agreement dated June 1, 2002 between Wells Fargo Bank Minnesota, N.A. and
the Company (r)
10.20** Marketing Agreement dated March 13, 2002 between Jacobsen, a division of Textron, Inc., and the Company
11 Statement re: Computation of Per Share Earnings
99.1 Risk Factors (q)
99.2 Certification of the Chief Executive Officer
99.3 Certification of the Chief Financial Officer
----------------------------------------------------------------------
(a) Incorporated by reference to the Company's Registration Statement
on Form SB-2 (File No. 33-61284C) filed July 7, 1994.
(b) Incorporated by reference to the Company's Post-Effective
Amendment No. 1 to Registration Statement on Form SB-2 (File No.
33-61284C) filed August 3, 1994.
(c) Incorporated by reference to the Company's Quarterly Report on
Form 10-QSB for the quarter ended September 30, 1994 (File No.
33-61284C) filed November 11, 1994.
(d) Incorporated by reference to the Company's Annual Report on Form
10-KSB for the year ended December 31, 1996 (File No. 0-25620)
filed electronically March 28, 1997.
(e) Incorporated by reference to the Company's Quarterly Report on
Form 10-QSB for the quarter ended June 30, 1997 (File No. 0-25620)
filed electronically August 13, 1997.
(f) Incorporated by reference to the Company's Definitive Proxy
Statement for the year ended December 31, 1997 (File No. 0-25620)
filed electronically April 28, 1998.
(g) Incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998 (File No. 0-25620)
filed electronically August 12, 1998.
12
(h) Incorporated by reference to the Company's Current Report on Form
8-K (File No. 0-25620) filed electronically October 27, 1998.
(i) Incorporated by reference to the Company's Current Report on Form
8-K (File No. 0-25620) filed electronically February 11, 1999.
(j) Incorporated by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1998 (File No. 0-25620) filed
electronically March 26, 1999.
(k) Incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1999 (File No. 0-25620)
filed electronically August 9, 1999.
(l) Incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1999 (File No.
0-25620) filed electronically November 12, 1999.
(m) Incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2000 (File No. 0-25620)
filed electronically August 10, 2000.
(n) Incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2000 (File No.
0-25620) filed electronically November 13, 2000.
(o) Incorporated by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 2000 (File No. 0-25620) filed
electronically March 30, 2001.
(p) Incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2001 (File No. 0-25620)
filed electronically August 13, 2001.
(q) Incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2002 (File No. 0-25620)
filed electronically August 14, 2002.
(r) Incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2002 (File No.
0-25620) filed electronically November 14, 2002.
* Indicates management contract or compensation plan or arrangement.
** Certain information contained in this document has been omitted
and filed separately accompanied by a confidential request
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.
(b) REPORTS ON FORM 8-K
The following current Reports on Form 8-K were filed by the Company
during the quarter ended March 31, 2003:
Current Report on Form 8-K dated February 13, 2003 reporting under Item
9. "Regulation FD Disclosure" that on February 13, 2003, ASV issued a press
release announcing the formation of a strategic sales alliance between ASV and
Jacobsen, a division of Textron Inc. Under the sales alliance, ASV intends to
sell its RC-30 Turf Edition and RC-50 Turf Edition all-surface loaders designed
for the golf and sports turf markets. Jacobsen and ASV expect to enter into a
formal agreement memorializing the terms and conditions of the sales alliance
shortly.
Current Report on Form 8-K dated March 6, 2003 reporting under Item 9.
"Regulation FD Disclosure" that on March 6, 2003, ASV issued a press release
disclosing its financial results for the three and twelve months ended December
31, 2002. In addition, the press release contained information regarding a
conference call held March 6, 2003 during which ASV discussed its financial
results for the three and twelve months ended December 31, 2002 and its outlook
for fiscal 2003.
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
A.S.V., INC.
Dated: May 15, 2003 By /s/ Gary Lemke
-----------------------------------------------
Gary Lemke
President
Dated: May 15, 2003 By /s/ Thomas R. Karges
-----------------------------------------------
Thomas R. Karges
Chief Financial Officer
(principal financial and accounting officer)
14
CERTIFICATIONS
I, Gary Lemke, President of A.S.V., Inc., certify that:
1. I have reviewed this quarterly report on Form 10-Q of A.S.V., Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiary, is made known to us by
others within those entities, particularly during the period
in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: May 15, 2003 /s/ Gary Lemke
------------------------
President
15
CERTIFICATIONS
I, Thomas R. Karges, Chief Financial Officer of A.S.V., Inc., certify that:
1. I have reviewed this quarterly report on Form 10-Q of A.S.V., Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiary, is made known to us by
others within those entities, particularly during the period
in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: May 15, 2003 /s/ Thomas R. Karges
------------------------
Chief Financial Officer
16
EXHIBIT INDEX
EXHIBIT METHOD OF FILING
- ------- ----------------
10.20 Marketing Agreement dated March 13, 2003 between Jacobsen, a
Division of Textron Inc., and the Company......................... Filed herewith electronically
11 Statement re: Computation of Per Share Earnings................... Filed herewith electronically
99.1 Certification of the Chief Executive Officer...................... Filed herewith electronically
99.2 Certification of the Chief Financial Officer...................... Filed herewith electronically