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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 SEPTEMBER 30, 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
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 October 31, 2003, 10,338,739 shares of registrant's $.01 par
value Common Stock were outstanding.
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
A.S.V., INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
SEPTEMBER 30, December 31,
2003 2002
----------- -----------
ASSETS
CURRENT ASSETS
Cash and cash equivalents .............................. $14,985,852 $ 4,058,091
Short-term investments ................................. 305,662 739,307
Accounts receivable, net ............................... 21,738,951 14,397,958
Inventories ............................................ 26,833,705 31,834,620
Prepaid expenses and other ............................. 517,830 1,099,685
----------- -----------
Total current assets ........................ 64,382,000 52,129,661
PROPERTY AND EQUIPMENT, net ............................... 6,077,102 5,080,536
----------- -----------
Total Assets ................................ $70,459,102 $57,210,197
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term liabilities ............... 134,655 129,550
Accounts payable ....................................... 6,615,550 2,838,370
Accrued liabilities
Compensation ......................................... 291,669 265,649
Warranty reimbursements .............................. 508,000 555,200
Warranties ........................................... 750,000 600,000
Other ................................................ 696,527 374,707
Income taxes payable ................................... 1,475,148 -
----------- -----------
Total current liabilities ................... 10,471,549 4,763,476
----------- -----------
LONG-TERM LIABILITIES, less current portion ............... 1,879,391 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 -- 10,187,711 in 2003;
10,063,901 in 2002 ................................. 101,877 100,639
Additional paid-in capital ............................. 40,174,482 38,666,925
Retained earnings ...................................... 17,831,803 11,699,359
----------- -----------
58,108,162 50,466,923
----------- -----------
Total Liabilities and Shareholders' Equity $70,459,102 $57,210,197
=========== ===========
See notes to consolidated financial statements.
2
A.S.V., INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------------- -------------------------------
2003 2002 2003 2002
------------ ------------ ------------ ------------
Net sales .......................................... $ 29,188,649 $ 11,474,655 $ 70,215,357 $ 32,366,419
Cost of goods sold ................................. 22,676,469 9,352,291 55,567,464 25,347,394
------------ ------------ ------------ ------------
Gross profit .............................. 6,512,180 2,122,364 14,647,893 7,019,025
Operating expenses:
Selling, general and administrative ........... 1,510,603 1,120,999 4,554,786 3,705,835
Research and development ...................... 192,909 248,663 556,795 1,631,408
------------ ------------ ------------ ------------
Operating income .......................... 4,808,668 752,702 9,536,312 1,681,782
Other income (expense)
Interest expense .............................. (31,292) (31,536) (99,968) (95,233)
Other, net ................................... 19,067 60,444 106,100 172,983
------------ ------------ ------------ ------------
Income before income taxes ................ 4,796,443 781,610 9,542,444 1,759,532
Provision for income taxes ......................... 1,717,000 255,000 3,410,000 585,000
------------ ------------ ------------ ------------
NET EARNINGS .............................. $ 3,079,443 $ 526,610 $ 6,132,444 $ 1,174,532
============ ============ ============ ============
Net earnings per common share
Basic ......................................... $ .30 $ .05 $ .60 $ .12
============ ============ ============ ============
Diluted ....................................... $ .29 $ .05 $ .59 $ .11
============ ============ ============ ============
Weighted average number of common shares outstanding
Basic ......................................... 10,152,916 10,176,714 10,101,992 10,183,965
============ ============ ============ ============
Diluted ....................................... 10,743,850 10,253,347 10,430,048 10,248,290
============ ============ ============ ============
See notes to consolidated financial statements.
3
A.S.V., INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30,
2003 2002
------------ ------------
Cash flows from operating activities:
Net earnings ........................................... $ 6,132,444 $ 1,174,532
Adjustments to reconcile net earnings to net
cash provided by (used in) operating activities:
Depreciation ....................................... 489,072 316,424
Deferred income taxes .............................. 68,000 590,000
Tax benefit from exercise of stock options ......... 232,000 -
Changes in assets and liabilities:
Accounts receivable .............................. (7,340,993) (1,294,706)
Inventories ...................................... 5,000,915 (6,347,392)
Prepaid expenses and other ....................... 513,855 404,725
Accounts payable ................................. 3,777,180 1,723,520
Accrued liabilities .............................. 450,640 (228,530)
Income taxes payable ............................. 1,475,148 (260,069)
------------ ------------
Net cash provided by (used in) operating activities ....... 10,798,261 (3,921,496)
------------ ------------
Cash flows from investing activities:
Purchase of property and equipment ..................... (1,485,638) (285,083)
Purchase of short-term investments ..................... (305,662) (934,833)
Redemption of short-term investments ................... 739,307 725,249
------------ ------------
Net cash used in investing activities ..................... (1,051,993) (494,667)
------------ ------------
Cash flows from financing activities:
Advances on line of credit, net ........................ - 440,000
Principal payments on long-term liabilities ............ (95,302) (77,732)
Proceeds from exercise of stock options, net of costs... 1,628,356 47,130
Retirements of common stock ............................ (351,561) (501,290)
------------ ------------
Net cash provided by (used in) financing activities ....... 1,181,493 (91,892)
------------ ------------
Net increase (decrease) in cash and cash equivalents ...... 10,927,761 (4,508,055)
Cash and cash equivalents at beginning of period .......... 4,058,091 5,221,591
------------ ------------
Cash and cash equivalents at end of period ................ $ 14,985,852 $ 713,536
============ ============
Supplemental disclosure of cash flow information:
Cash paid for interest ................................. $ 96,548 $ 154,850
Cash paid for income taxes ............................. 1,391,630 845,069
See notes to consolidated financial statements.
4
A.S.V., INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
(UNAUDITED)
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.
Preparation of the Company's consolidated financial statements requires
management to make estimates and assumptions that affect reported amounts of
assets and liabilities and related revenues and expenses. Actual results could
differ from these estimates.
WARRANTIES
The Company provides a limited warranty to its customers. Provision for
estimated warranty costs are recorded when revenue is recognized based on the
Company's estimate of 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:
Three Months ended September 30,
--------------------------------
2003 2002
--------- ---------
Balance, beginning of period $ 650,000 $ 600,000
Expense for new warranties issued 323,655 139,868
Warranty claims (223,655) (139,868)
--------- ---------
Balance, end of period $ 750,000 $ 600,000
========= =========
5
STOCK-BASED COMPENSATION
At September 30, 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.
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------- -------------------------------
2003 2002 2003 2002
------------- -------------- ------------- --------------
Net earnings, as reported $ 3,079,443 $ 526,610 $ 6,132,444 $ 1,174,532
Less total stock-based employee
compensation determined under
fair value methods for all awards (204,603) (143,861) (586,965) (431,584)
-------------- --------------- -------------- ---------------
Pro forma net earnings $ 2,874,840 $ 382,749 $ 5,545,479 $ 742,948
============= ============== ============= ==============
Earnings per share:
Basic -- as reported $ .30 $ .05 $ .60 $ .12
============= ============== ============= ==============
Basic -- pro forma $ .28 $ .04 $ .55 $ .07
============= ============== ============= ==============
Diluted -- as reported $ .29 $ .05 $ .59 $ .11
============= ============== ============= ==============
Diluted -- pro forma $ .27 $ .04 $ .53 $ .07
============= ============== ============= ==============
NOTE 2. INVENTORIES
Inventories consist of the following:
SEPTEMBER 30, December 31,
2003 2002
------------------ -----------------
Raw materials, semi-finished and
work in process inventory $ 16,605,504 $ 16,502,994
Finished goods 7,406,175 10,779,010
Used equipment held for resale 2,822,026 4,552,616
------------------ -----------------
$ 26,833,705 $ 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 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 Statement of Earnings data as a
percentage of net sales:
Three Months Ended Nine Months Ended
September 30, September 30,
2003 2002 2003 2002
-------- -------- -------- --------
Net sales.............................. 100.0% 100.0% 100.0% 100.0%
Gross profit........................... 22.3 18.5 20.9 21.7
Selling, general and administrative.... 5.2 9.8 6.5 11.4
Research and development............... 0.7 2.2 0.8 5.0
Operating income....................... 16.4 6.6 13.6 5.2
Net earnings........................... 10.6 4.6 8.7 3.6
7
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002.
Net Sales. Net sales for the three months ended September 30, 2003
increased 154% to approximately $29,189,000, compared with approximately
$11,475,000 for the same period in 2002. The increase in sales was due to
additional products available in 2003 and increased market acceptance of rubber
track machines. In the third quarter of 2003, the Company was selling three
models of undercarriages to Caterpillar Inc. (Caterpillar) for the jointly
developed Multi-Terrain Loader (MTL) product line manufactured by Caterpillar.
In the third quarter of 2002, the Company sold only one model of undercarriage
to Caterpillar due to a production issue experienced by Caterpillar unrelated to
ASV's undercarriages. The Company also experienced increased sales of its ASV
branded products during the third quarter of 2003, due, in part, to one
additional model, the RC-100 Posi-Track, which went into production in the first
quarter of 2003. In addition, the Company experienced increased sales of service
parts during the third quarter of 2003 as the number of machines in the field
continues to increase. Included in this increase was approximately $450,000 of
MTL service parts to Caterpillar as the Company began supplying Caterpillar
distribution facilities with MTL service parts during the third quarter of 2003.
Caterpillar dealers now order MTL service parts directly from Caterpillar rather
than ASV.
Gross Profit. Gross profit for the three months ended September 30,
2003 was approximately $6,512,000, or 22.3% of net sales, compared to
approximately $2,122,000, or 18.5% of net sales, for the same period in 2002.
The increase in gross profit percentage was due a shift in the mix of products
sold during the third quarter of 2003. The Company sold a greater percentage of
higher margin undercarriages and ASV branded products during the third quarter
of 2003 as compared with the third quarter of 2002. The increased sale of
service parts also contributed to the increased gross profit percentage as
service parts generally carry a higher gross profit percentage than whole goods.
Selling, General and Administrative Expenses. Selling, general and
administrative (S, G & A) expenses increased from approximately $1,121,000, or
9.8% of net sales, in the third quarter of 2002, to approximately $1,511,000, or
5.2% of net sales, in the third quarter of 2003. The increase in S, G & A
expenses was due primarily to increased commissions paid to the Company's sales
force. The decrease in S, G & A expenses, when expressed as a percentage of net
sales, was due to undercarriage sales to Caterpillar not requiring the same
level of S, G & A expenses as sales to ASV's independent dealers.
Research and Development Expenses. Research and development expenses
decreased from approximately $249,000 in the third quarter of 2002 to
approximately $193,000 in the third quarter of 2003. The decrease was due to the
Company completing the development of undercarriages for Caterpillar's MTL
product line in 2002.
Net Earnings. Net earnings for the third quarter of 2003 were
approximately $3,079,000, compared with approximately $527,000 for the third
quarter of 2002. The increase was primarily a result of significantly increased
sales and an increased gross profit percentage, offset in part by increased
operating expenses and a higher effective income tax rate.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002.
Net Sales. Net sales for the nine months ended September 30, 2003
increased 117%, to approximately $70,215,000 compared with approximately
$32,366,000 for the same period in 2002. This increase was due primarily to
increased sales of MTL undercarriages to Caterpillar in 2003. The Company is
selling three models of MTL undercarriages to Caterpillar for use on five models
of MTLs in 2003. In contrast, the Company was only selling two models of
undercarriages for use on four MTL models in 2002. In addition, during 2002, ASV
only supplied MTL undercarriages to Caterpillar during the second and third
quarters, as Caterpillar had placed its MTLs on production hold for the first
quarter, thereby preventing ASV from shipping undercarriages in the first
quarter of 2002. Also contributing to the sales increase in 2003 were increased
sales of the Company's RC-50 and RC-100 Posi-Track products due to increased
popularity and increased market acceptance. Offsetting these increases were
decreases in the sales of ASV's model 4810 Posi-Track and 2800 series
Posi-Tracks in 2003. The Company believes these decreases were due to the
introduction of the RC-100 Posi-Track in January of 2003 and the introduction of
additional MTL models in 2002 and 2003.
Gross Profit. Gross profit for the nine months ended September 30, 2003
was approximately $14,648,000, or 20.9% of net sales, compared with
approximately $7,019,000, or 21.7% of net sales, for the nine months ended
September 30, 2002. The increased gross profit was due to the increased sales
experienced in 2003. The decrease in the gross profit percentage for the nine
month period ended September 30, 2003 was due primarily to a greater number of
lower margin MTL undercarriages sold in 2003.
8
Selling, General and Administrative Expenses. S, G & A expenses
increased from approximately $3,706,000, or 11.4% of net sales, for the nine
months ended September 30, 2002, to approximately $4,555,000, or 6.5% of net
sales, for the nine months ended September 30, 2003. The increase in expenses
was due primarily to two factors. First, the Company had increased marketing
costs related to the introduction of new products and the Company's marketing
efforts to rental facilities in 2003. Second, commissions to ASV's sales force
increased in 2003 due to the increased sales. In addition,in the second quarter
of 2002, selling, general and administrative expenses were lower than historical
levels due primarily to the reversal of a portion of a remarketing reserve
during the second quarter of 2002. The Company had previously established a
remarketing reserve of $250,000 for any expected costs associated with
remarketing existing machines at one customer's locations, some of which were
ultimately returned to Company. ASV had originally anticipated these machines
would be remarketed to other dealers, but instead chose to have certain of these
machines returned to ASV for use in its new rental program which began in the
second quarter of 2002. As these machines were returned to ASV and reflected as
sales returns with a corresponding decrease in gross profit of approximately
$148,000, a portion of the remarketing reserve was no longer needed. The Company
reversed the portion of the remarketing reserve that related to the returned
machines, which decreased selling, general and administrative expenses by
approximately $148,000.
Research and Development Expenses. Research and development expenses
decreased from approximately $1,631,000 for the nine months ended September 30,
2002 to approximately $557,000 for the nine months ended September 30, 2003. The
decrease was due to the Company completing the development of undercarriages for
Caterpillar's MTL product line in 2002.
Net Earnings. Net earnings for the nine months ended September 30, 2003
increased to approximately $6,132,000 from approximately $1,175,000 for the nine
months ended September 30, 2002. The increase was primarily a result of
significantly increased sales and decreased operating expenses, offset in part
by a decreased gross profit percentage and a higher effective income tax rate.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2003, the Company had working capital of approximately
$53.9 million compared with approximately $47.4 million at December 31, 2002, an
increase of approximately $6.5 million. Cash and short-term investments
increased approximately $10.5 million due to increased sales, better accounts
receivable collection, proceeds received from the Company's used equipment
auction and proceeds received from the exercise of stock options. Accounts
receivable increased approximately $7.3 million due to the increased sales
experienced during 2003. Inventories decreased approximately $5.0 million during
2003, due primarily to the sale of finished goods and used equipment in
inventory at December 31, 2002. Current liabilities increased approximately $5.7
million due primarily to increased accounts payable from increased production
levels. In addition, the Company's income taxes payable increased approximately
$1.5 million due to increased profitability in 2003.
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
recognizes 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 Agreement with Caterpillar. The Company
anticipates sales of MTL undercarriages to Caterpillar could be in the range of
$45-47 million for the twelve months ended December 31, 2003.
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.
9
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. As of October 31, 2003, the
customer was six payments in arrears under this note. The Company anticipates it
may refinance the existing note balance over a term not to exceed 60 months with
payments due in monthly principal installments plus interest at the prime rate
plus 2%. 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.
This customer is in the process of pursuing $6-7 million of debt and
equity financing through a private placement offering with non-affiliated
investors. The customer is also pursuing external financing for approximately
$600,000 of the amount owed the Company under its trade account receivable
balance. The Company anticipates it may convert a portion of the amount owed to
it under its trade account receivable balance to equity in the private
placement, such amount not to exceed $300,000. The Company does not currently
anticipate it will incur a loss on the amounts owed to it by this customer.
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. 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 September 30,
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
$165,000. 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.
Through June 30, 2003, the lease agreement between the rental facility
and the finance company provided the rental facility a 90-day period during
which any rental income generated was split between the rental facility and ASV.
After the 90-day period expired, the rental facility had the option of
terminating the lease, in which case ASV was responsible for the costs
associated with transferring the machines to another rental facility. If the
rental facility elected to continue the lease, ASV refunded any rental payments
received during the 90-day period.
Beginning July 1, 2003, this rental program was revised such that all
new leases between the finance company and the rental facility did not include
the lease termination option after the initial 90-day period. As of September
30, 2003, the Company was still responsible for the remarketing of approximately
$1,321,000 of machines and attachments. The Company has accrued the estimated
costs to remarket these machines and attachments as of September 30, 2003 and
does not anticipate it will incur any loss as a result of marketing these
machines and attachments.
In October 2003, the Company's 2002 stock repurchase program expired.
On October 14, 2003, the Company's Board of Directors approved a new stock
repurchase program whereby ASV may repurchase up to $10 million of its common
stock in the open market. The Company intends to fund any repurchases with
available funds. The repurchase program is expected to last until October 14,
2004 or until such amount of common stock is repurchased. The Company had
repurchased 195,580 shares of its common stock under all prior repurchase
programs at an aggregate purchase price of approximately $1,974,000.
On October 21, 2003 ASV issued an Acceleration Notice to Caterpillar
with respect to 1,040,069 shares of ASV's common stock issuable pursuant to the
warrant issued to Caterpillar. As a result of the Acceleration Notice,
Caterpillar has 75 days to exercise its rights to purchase 1,040,069 newly
issued shares of ASV common stock at $21.00 per share under its warrant with
ASV, or lose the ability to acquire those shares under the terms of the warrant.
The Company believes the revenues it is reporting in this Current
Report on Form 10-Q will allow for the issuance of a second Acceleration Notice
to Caterpillar with respect to an additional 2,054,426 shares of ASV's common
stock issuable pursuant to the warrant issued to Caterpillar. Should the Company
issue this second Acceleration Notice, Caterpillar would have 75 days from the
date of the second Acceleration Notice to exercise its rights to purchase the
additional 2,045,426 newly issued shares of ASV common stock at $21.00 per share
under its warrant with ASV, or lose the ability to acquire those shares under
the terms of the warrant.
10
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.
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 or
Caterpillar and ASV's ability to realize the anticipated benefits from its
alliances with 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 its Current Report on Form 10-Q for the period ended June 30, 2003.
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 US 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
Evaluation of Disclosure Controls and Procedures. Under the supervision
and with the participation of the Company's management, including the Company's
Chief Executive Officer and Chief Financial Officer, the Company evaluated the
effectiveness of the design and operation of its disclosure controls and
procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end
of the period covered by this report. Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that, as of the end of
the period covered by this report, 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.
Changes in Internal Controls. During our third fiscal quarter, there
have not been any significant changes in the Company's internal control over
financial reporting (as defined in Rule 13(a)-15(f) under the Exchange Act) that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
11
ITEM 5. OTHER INFORMATION
None
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 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)
12
10.9 First Amendment to Credit Agreement dated June 30, 1998
between Norwest Bank Minnesota North, N.A. and the Company (g)
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, 2003 between Jacobsen, a
division of Textron, Inc., and the Company (s)
10.21 Business Loan Agreement dated July 7, 2003 between Wells Fargo
Bank Minnesota, N.A. and the Company (t)
11 Statement re: Computation of Per Share Earnings
31.1 Certification of the Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of the Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of the Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
99 Risk Factors (t)
--------------------------------------------------------------
(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.
13
(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.
(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.
(s) Incorporated by reference to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2003
(File No. 0-25620) filed electronically May 14, 2003.
(t) Incorporated by reference to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2003
(File No. 0-25620) filed electronically August 14, 2003.
* 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.
14
(b) REPORTS ON FORM 8-K
The following current Reports on Form 8-K were filed by the Company
during the quarter ended September 30, 2003:
Current Report on Form 8-K dated July 10, 2003, reporting under Item 9.
"Regulation FD Disclosure" that on July 10, 2003 ASV issued a press release
announcing its preliminary net sales and earnings per share for the second
quarter of 2003. ASV announced its final results for the second quarter of 2003
would be released the morning of Thursday, July 24, 2003. In addition, ASV
announced it will hold a conference call to discuss its final results for the
second quarter of 2003 at 9 a.m. Central time on Thursday, July 24, 2003.
Current Report on Form 8-K dated July 24, 2003, reporting under Item 9.
"Regulation FD Disclosure" that on July 24, 2003, ASV issued a press release
disclosing its financial results for the three and six months ended June 30,
2003. In addition, the press release contained information regarding a
conference call to be held July 24, 2003 during which ASV intends to discuss its
financial results for the three months ended June 30, 2003 and its outlook for
the remainder of fiscal 2003.
15
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: November 7, 2003 By /s/ Gary Lemke
----------------------------------------------
Gary Lemke
President
Dated: November 7, 2003 By /s/ Thomas R. Karges
----------------------------------------------
Thomas R. Karges
Chief Financial Officer
(principal financial and accounting officer)
16
EXHIBIT INDEX
EXHIBIT METHOD OF FILING
11 Statement re: Computation of Per Share Earnings................... Filed herewith electronically
31.1 Certification of the Chief Executive Officer...................... Filed herewith electronically
31.2 Certification of the Chief Financial Officer...................... Filed herewith electronically
32.1 Certification of the Chief Executive Officer...................... Filed herewith electronically
32.2 Certification of the Chief Financial Officer...................... Filed herewith electronically
17