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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, 2004
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,
including zip code including area code
Check whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 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 whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Securities Exchange Act of 1934).
[X] Yes [ ] No
As of April 30, 2004, 12,655,922 shares of the issuer'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,
2004 2003
---------------- -----------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents.................................... $ 41,325,180 $ 29,402,756
Short-term investments....................................... 310,998 305,662
Accounts receivable, net..................................... 26,276,431 16,484,603
Inventories.................................................. 29,206,820 26,686,707
Other current assets......................................... 636,174 3,614,506
----------------- -----------------
Total current assets 97,755,603 76,494,234
PROPERTY AND EQUIPMENT, net..................................... 7,432,681 6,129,922
----------------- -----------------
Total Assets $ 105,188,284 $ 82,624,156
================= =================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term liabilities..................... $ 138,204 $ 136,414
Accounts payable............................................. 8,856,381 6,004,890
Accrued liabilities
Compensation............................................... 488,068 372,027
Warranty reimbursements.................................... 491,100 491,100
Warranties................................................. 1,150,000 850,000
Other...................................................... 642,930 645,346
Income taxes payable......................................... 346,105 -
Other current liabilities.................................... 85,000 -
----------------- -----------------
Total current liabilities 12,197,788 8,499,777
----------------- -----------------
LONG-TERM LIABILITIES, less current portion..................... 1,809,873 1,844,858
----------------- -----------------
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 - 12,636,599 in 2004; 11,053,588 in 2003 126,357 110,536
Additional paid-in capital................................... 67,041,971 51,751,723
Retained earnings............................................ 24,012,295 20,417,262
----------------- -----------------
91,180,623 72,279,521
----------------- -----------------
Total Liabilities and Shareholders' Equity $ 105,188,284 $ 82,624,156
================= =================
See notes to consolidated financial statements.
2
A.S.V., INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
2004 2003
----------------- -----------------
Net sales..................................................... $ 33,053,771 $ 14,612,230
Cost of goods sold............................................ 25,483,569 11,808,766
----------------- -----------------
Gross profit......................................... 7,570,202 2,803,464
Operating expenses
Selling, general and administrative........................ 1,900,522 1,452,960
Research and development................................... 155,555 161,704
----------------- -----------------
Operating income..................................... 5,514,125 1,188,800
Other income (expense)
Interest expense........................................... (28,609) (36,623)
Other, net................................................. 179,517 37,406
----------------- -----------------
Income before income taxes........................... 5,665,033 1,189,583
Provision for income taxes.................................... 2,070,000 422,000
----------------- -----------------
NET EARNINGS......................................... $ 3,595,033 $ 767,583
================= =================
Net earnings per common share:
Basic.................................................... $ .29 $ .08
================== =================
Diluted.................................................. $ .26 $ .08
================== =================
Weighted average number of common shares outstanding:
Basic.................................................... 12,464,518 10,063,901
================= =================
Diluted.................................................. 13,706,606 10,113,634
================= =================
See notes to consolidated financial statements.
3
A.S.V., INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
2004 2003
----------------- -----------------
Cash flows from operating activities:
Net earnings............................................... $ 3,595,033 $ 767,583
Adjustments to reconcile net earnings to
net cash used in operating activities:
Depreciation........................................... 205,704 144,171
Deferred income taxes.................................. 1,160,000 36,000
Tax benefit from stock option exercises................ 485,000 -
Changes in assets and liabilities
Accounts receivable.................................. (9,791,828) (2,735,691)
Inventories.......................................... (2,520,113) (2,050,707)
Other current assets................................. 1,903,332 179,271
Accounts payable..................................... 2,851,491 2,623,263
Accrued liabilities.................................. 413,625 (9,952)
Income taxes payable................................. 346,105 138,708
----------------- -----------------
Net cash used in operating activities.............. (1,351,651) (907,354)
------------------ ------------------
Cash flows from investing activities:
Purchase of property and equipment......................... (1,508,463) (199,547)
Purchase of short-term investments......................... (211,230) (205,894)
Redemption of short-term investments....................... 205,894 644,307
----------------- -----------------
Net cash provided by (used in) investing activities (1,513,799) 238,866
----------------- -----------------
Cash flows provided by financing activities:
Principal payments on long-term liabilities................ (33,195) (31,403)
Proceeds from issuance of common stock, net................ 21,826,431 -
Proceeds from exercise of stock options, net............... 920,592 -
Retirement of common stock and warrant..................... (7,925,954) -
------------------ -----------------
Net cash provided by (used in) financing activities 14,787,874 (31,403)
------------------ -----------------
Net increase (decrease) in cash and cash equivalents 11,922,424 (699,891)
Cash and cash equivalents at beginning of period.............. 29,402,756 4,058,091
----------------- -----------------
Cash and cash equivalents at end of period.................... $ 41,325,180 $ 3,358,200
================= =================
Supplemental disclosure of cash flow information:
Cash paid for interest..................................... $ 28,756 $ 32,728
Cash paid for income taxes................................. $ 85 $ 4,070
See notes to consolidated financial statements.
4
A.S.V., INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 2004
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
A.S.V., Inc. ("ASV" or 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
estimated 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 warranty liability may be required.
Changes in the Company's warranty liability are as follows:
March 31,
--------------------------------------------
2004 2003
------------------ -----------------
Balance, beginning of period $ 850,000 $ 600,000
Expense for new warranties issued 627,165 126,031
Warranty claims (327,165) (126,031)
------------------ -----------------
Balance, end of period $ 1,150,000 $ 600,000
================== =================
STOCK-BASED COMPENSATION
At March 31, 2004, 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.
5
A.S.V., INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
STOCK-BASED COMPENSATION (Continued)
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 2004 and 2003 are $18.34 and $4.52. 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 2004 and
2003: zero dividend yield; expected volatility of 52.3% and 44.8%, risk-free
interest rate of 3.64 and 3.55% and expected lives of 6.90 and 6.95 years.
Three Months Ended March 31,
--------------------------------------------
2004 2003
------------------ -----------------
Net earnings, as reported $ 3,595,033 $ 767,583
Less total stock-based employee
compensation determined under
fair value methods for all awards,
net of income taxes (222,138) (149,526)
------------------ -----------------
Pro forma net earnings $ 3,372,895 $ 618,057
================== =================
Earnings per share:
Basic - as reported $ .29 $ .08
================== =================
Basic - pro forma $ .27 $ .06
================== =================
Diluted - as reported $ .26 $ .08
================== =================
Diluted - pro forma $ .25 $ .06
================== =================
NOTE 2. INVENTORIES
Inventories consist of the following:
MARCH 31, December 31,
2004 2003
------------------ -----------------
Raw materials, service parts
and work-in-process $ 20,037,057 $ 16,589,121
Finished goods 6,555,897 7,385,768
Used equipment held for resale 2,613,866 2,711,818
------------------ -----------------
$ 29,206,820 $ 26,686,707
================== =================
6
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
ASV designs, manufactures and sells rubber-tracked, all-purpose
crawlers and related accessories and attachments. ASV also manufactures
rubber-tracked undercarriages, which are a primary component on Caterpillar
Inc.'s (Caterpillar) Multi Terrain Loaders (MTL). ASV's products are able to
traverse nearly any terrain with minimal damage to the ground, making it
effective in industries such as construction, landscaping and agriculture. ASV
distributes its products through an independent dealer network in the United
States, Canada, Australia, New Zealand and Portugal. The undercarriages sold to
Caterpillar are incorporated by Caterpillar in their MTL products and sold
exclusively through the Caterpillar dealer network, primarily in North America.
ASV experienced a significant increase in sales in the first quarter of
2004 due to several reasons as explained below:
o The Company believes there is a greater acceptance of rubber
track machines in the marketplace as users experience the
benefits that a rubber track machine can provide over a standard
wheeled machine.
o The number of companies entering into the rubber track machine
market has increased in the last few years, thereby contributing
to the increased awareness and market acceptance of the products.
o ASV has increased its number of product offerings over the past
few years thereby making it easier to attract prospective dealers
to carry the R-Series Posi-Track product line.
o Caterpillar has increased the number of MTL models it offers to
its dealers from two models in 2001 to five in 2004. In addition,
the number of Caterpillar dealers that are able to carry the MTL
product line has increased from 16 pilot dealers in 2001 to all
North American dealers (approximately 65) in 2004.
o The current low interest rate environment has provided for easier
financing by end users.
o Recent tax legislation has provided increased depreciation
allowances allowing end users to depreciate a greater portion of
machine purchases in the first year of ownership, thereby
potentially reducing the cost of machine ownership in the first
year of operation.
CRITICAL ACCOUNTING POLICIES
The following discussion and analysis of the Company's financial
condition and results of operations are based upon the Company's financial
statements, which have been prepared in accordance with US GAAP. 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 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 the Company's 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
7
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 does not
believe its inventories are subject to rapid obsolescence. 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,
------------------------------
2004 2003
------------ -------------
Net sales.......................................... 100.0% 100.0%
Gross profit....................................... 22.9 19.2
Selling, general and administrative................ 5.7 9.9
Research and development........................... 0.5 1.1
Operating income................................... 16.7 8.1
Net earnings....................................... 10.9 5.3
Net Sales. For the three months ended March 31, 2004, net sales
increased 126% to $33.1 million, compared with $14.6 million for the same period
in 2003. This increase was primarily the result of three factors. First, sales
of the Company's R-Series products increased over 300% due to the addition of
two new models, the RC-60 and RC-85, in January 2004, a full quarter of sales of
the RC-100 in the first quarter of 2004 versus a partial quarter in 2003, and a
greater number of R-Series dealers in 2004. Sales of R-Series products
represented 53%, or $17.4 million, of the Company's sales in the first quarter
of 2004, compared with 29%, or $4.3 million, in the first quarter of 2003.
Second, sales of the Company's undercarriages to Caterpillar for use on their
MTLs increased 34% in the first quarter of 2004 compared with the same period in
2003. MTL undercarriage sales consisted of three models of undercarriages for
the first quarter of 2004. In the first quarter of 2003, one undercarriage model
was added during the quarter and, as such, had sales for only a portion of the
quarter. Sales of undercarriages represented 34%, or $11.2 million, of the
Company's sales in the first quarter of 2004, compared with 57%, or $8.3
million, in the first quarter of 2003. Third, sales of service parts more than
doubled during the first quarter of 2004 compared with the first quarter of 2003
due to a greater number of machines and undercarriages in service.
Gross Profit. Gross profit for the three months ended March 31, 2004
increased to approximately $7.6 million, compared with approximately $2.8
million for the same period in 2003, and the gross profit percentage increased
from 19.2% in 2003 to 22.9% in 2004. The increase in gross profit was due
primarily to the increased sales experienced during the first quarter of 2004.
The increase in gross profit percentage was due primarily to a shift in the mix
of products sold in the first quarter of 2004. The Company experienced a shift
in sales mix from lower margin undercarriages that represented the majority of
sales in the first quarter of 2003 to a greater concentration of R-Series
products, which carry a higher gross profit percentage during the first quarter
of 2004. The Company also implemented a $1,000 price increase on its RC-50 and
RC-100 effective January 1, 2004, contributing to the increased gross margin
percentage during the first quarter of 2004. The Company also believes its gross
profit percentage was aided by vendor quality and cost reduction programs
initiated in 2003 as well as operational efficiencies obtained from higher
production volumes. Also, during the first quarter of 2003, the Company began
production of the RC-100 Posi-Track and certain production inefficiencies were
experienced.
8
Selling, General and Administrative. Selling, general and
administrative expenses increased from approximately $1.5 million, or 9.9% of
net sales in the first quarter of 2003, to $1.9 million, or 5.7% of net sales in
the first quarter of 2004. The increase in expenses was due primarily to
increased advertising and promotion to promote the technology benefits of the
Company's products, increased sales commissions from increased sales of the
Company's R-Series products and the overall increase in the volume of the
Company's business.
Research and Development. Research and development expenses decreased
from $162,000 in the first quarter of 2003 to approximately $156,000 in the
first quarter of 2004. The decrease was due to the Company's completion of the
development of the RC-60 and RC-85 products in the first quarter of 2004.
Other Income (Expense). Interest expense for the first quarter of 2004
was similar to the first quarter of 2003 as debt levels remained relatively
constant. Other income increased from approximately $37,000 in the first quarter
of 2003 to approximately $180,000 for the first quarter of 2004. This increase
was due primarily to greater funds available for investment in 2004, due to
proceeds received from the sale of common stock to Caterpillar in January 2004
and proceeds received from the exercise of employee stock options in the fourth
quarter of 2003 and net earnings generated in 2003 and 2004.
Net Earnings. For the first quarter of 2004, net earnings were
approximately $3.6 million, compared with net earnings of $768,000 for the first
quarter of 2003. The increase was primarily a result of increased sales with an
increased gross profit percentage, offset in part by increased operating
expenses and a higher effective income tax rate. The higher effective income tax
rate is due to lower anticipated research and development tax credits and a
higher marginal income tax rate for anticipate earnings in excess of $10 million
for 2004.
LIQUIDITY AND CAPITAL RESOURCES
For the quarter ended March 31, 2004, the Company generated
approximately $12 million of cash, compared with using cash of approximately
$700,000 for the quarter ended March 31, 2003. During the first quarter of 2004,
the Company used $1.4 million of cash to fund operations, due primarily to the
large increase in accounts receivable from the more than doubling of sales
during the quarter. The use of cash for operations was also due to an increase
in raw materials needed to satisfy its increased production levels. The Company
used $1.5 million of cash to invest in property, plant and equipment, primarily
consisting of the purchase of additional manufacturing space in January 2004 for
$1.2 million. Financing activities generated an additional $14.8 million, due
primarily to the sale of common stock to Caterpillar in January 2004, offset by
the repurchase of the warrant held by Caterpillar in January 2004.
For 2004, the Company anticipates sales in the range of $130-155
million, with earnings expected to be in the range of $.95-1.17 per share on a
diluted basis. The Company anticipates its 2004 sales of MTL undercarriages to
Caterpillar may exceed $50 million. The Company's payment terms from Caterpillar
are generally net 30 days.
CATERPILLAR REVENUE RECOGNITION/GROSS PROFIT
The Company recognizes as sales its cost for the MTL undercarriages, as
defined in the Commercial Alliance Agreement between the Company and
Caterpillar, plus a portion of the anticipated gross profit that Caterpillar
expects to recognize upon sale of the MTLs to Caterpillar dealers, when the
Company ships undercarriages to Caterpillar. On January 1, 2005, the Company's
portion of the anticipated gross profit that Caterpillar expects to recognize
upon sale of the MTLs to Caterpillar dealers will be reduced by 33% for two of
the three undercarriages the Company currently sells to Caterpillar. On January
1, 2006, the Company's portion of the anticipated gross profit that Caterpillar
expects to recognize upon sale of the MTLs to Caterpillar dealers will be
reduced by 33% for the other undercarriage the Company currently sells to
Caterpillar. The Company believes these revisions will not cause its overall
gross profit percentage generated on the sale of MTL undercarriages in 2005 to
fall below the overall gross profit percentage it generated on the sale of MTL
undercarriages for the year ended December 31, 2003. The MTL undercarriages are
not a commissionable product under the Company's Commercial Alliance Agreement
with Caterpillar.
9
CUSTOMER NOTE AND FINANCING ARRANGEMENT
Included in accounts receivable at March 31, 2004 is a note receivable
for approximately $867,000 from a customer. The note bears interest at the prime
rate plus 2% and is due in 60 monthly installments beginning February 2004. As
of April 30, 2004, the customer is current on all amounts owed the Company under
this note.
The Company has guaranteed the repayment of a $589,000 note made by
this same customer to a non-affiliated finance company in payment of amounts
owed to the Company by this customer. The Company has computed the value of the
guarantee at $35,000 and has recorded this amount as a reduction of net sales
for the year ended December 31, 2003, when the note and guarantee were entered
into. A similar amount has been included in other accrued liabilities at March
31, 2004.
RENTAL PROGRAM
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 collectibility is reasonably assured.
At the end of the four-year lease, should the rental facility elect not to
purchase the leased machines from the finance company, ASV has guaranteed to pay
a residual value equal to 25% of the original selling price of the financed
equipment. At that point, ASV would take possession of the equipment. As of
March 31, 2004, the total amount of future residual payments the Company may be
required to make in the event of nonpayment by rental facilities totaled
approximately $100,000. 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 only 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 to eliminate
the lease termination option after the initial 90-day period. As of March 31,
2004, the Company was still responsible for the remarketing of approximately
$1.1 million of machines and attachments. The Company has accrued the estimated
costs to remarket these machines and attachments as of March 31, 2004 and does
not anticipate it will incur any loss as a result of marketing these machines
and attachments.
RELATIONSHIP WITH FINANCE COMPANIES
The Company has affiliated itself with several finance companies that
finance the sale of the Company's products. By using these finance companies,
the Company receives payment for its products shortly after their shipment. The
Company pays a portion of the interest cost associated with financing these
shipments that would normally be paid by the customer, over a period generally
ranging from three to twelve months, depending on the amount of down payment
made by the customer. The Company is also providing twelve-month terms for one
machine to be used for demonstration purposes for each qualifying dealer. In
addition, the Company does, from time to time, offer extended term financing on
the sale of certain products to its dealers for periods ranging from 90 days to
two years.
STOCK REPURCHASE PROGRAM
In October 2003, the Company announced a new stock buy-back program
whereby ASV may repurchase up to $10 million of its common stock in the open
market. The Company intends to fund the repurchases with available funds. The
term of the repurchase program is through October 2004 or until such amount of
common stock is repurchased. As of April 30, 2004, the Company had repurchased
22,000 shares of its common stock under this program, at an aggregate cost of
$645,000. Under previous programs, the most recent of which expired in September
2003, the Company repurchased 195,580 shares of its own common stock at an
aggregate purchase price of approximately $1,974,000.
10
CATERPILLAR EQUITY TRANSACTIONS
In January 2004, the Company sold 1,040,069 shares of its common stock
to Caterpillar at $21.00 per share. These shares were subject to an acceleration
notice issued to Caterpillar by the Company in October 2003 in connection with
the warrant held by Caterpillar.
Also in January 2004, the Company repurchased the remaining warrant
held by Caterpillar for a cash payment of $7.2 million and the issuance of
500,000 shares of the Company's common stock. As of April 30, 2004, Caterpillar
owned 24.8% of the Company's outstanding common stock.
CASH REQUIREMENTS
The Company believes cash expected to be generated from operations,
cash generated from the sale of stock to Caterpillar in January 2004, 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.
FORWARD-LOOKING STATEMENTS
The statements set forth in this "Liquidity and Capital Resources"
section 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 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
Company's Quarterly Report on Form 10-Q for the period ended June 30, 2003.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has the following off-balance sheet arrangement as of March
31, 2004:
To assist one of the Company's customers in obtaining financing from a
non-affiliated finance company to pay a portion of its accounts receivable
balance owed to the Company, ASV has guaranteed the repayment of a $589,000 note
to the finance company. The Company has computed the value of the guarantee at
$35,000 and has recorded this amount as a reduction of net sales for the year
ended December 31, 2003, when the note and guarantee were entered into. A
similar amount has been included in other accrued liabilities at March 31, 2004.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has no history of investing in derivative financial
instruments, derivative commodity instruments or other such financial
instruments, and the Company does not anticipate making such investments in the
future. 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 Securities and Exchange Act
of 1934, as amended (the "Exchange Act")). Based upon that evaluation,
11
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 were adequately designed to ensure that information required to
be disclosed by the Company in the reports that it files or submits under the
Exchange Act, is recorded, processed, summarized and reported within the time
periods specified in applicable rules and forms.
Changes in Internal Controls. During the first fiscal quarter of 2004,
there has been no change in the Company's internal controls over financial
reporting (as defined in Rule 13(a)-15(f) under the Exchange Act) that has
materially affected, or is 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, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY
SECURITIES
On January 5, 2004, the Company sold to Caterpillar Inc., in a cash
transaction, 1,040,069 newly issued shares of the Company's common stock at a
price of $21.00 per share for an aggregate purchase price of $21,841,449. These
shares were subject to an acceleration notice issued to Caterpillar by the
Company in October 2003 in connection with the warrant held by Caterpillar. The
common stock was sold pursuant to an exemption from registration under Rule 506
of Regulation D of the Securities Act of 1933, as amended (the "Securities
Act"). There were no underwriting discounts or commissions incurred for the sale
of the common stock.
On January 22, 2004, the Company repurchased the remaining warrant held
by Caterpillar for a cash payment of $7.2 million and the issuance of 500,000
newly issued shares of the Company's common stock. The common stock was issued
pursuant to an exemption from registration under Rule 506 of Regulation D of the
Securities Act. There were no underwriting discounts or commissions incurred for
the issuance of the common stock.
The following table provides information about purchases by the Company
during the quarter ended March 31, 2004 of equity securities that are registered
by the Company pursuant to Section 12 of the Exchange Act.
TOTAL NUMBER OF
SHARES PURCHASED AS APPROXIMATE DOLLAR VALUE
TOTAL NUMBER OF PART OF PUBLICLY OF SHARES THAT MAY YET BE
SHARES PURCHASED AVERAGE PRICE PAID ANNOUNCED PLANS OR PURCHASED UNDER THE PLANS
PERIOD (1) PER SHARE PROGRAMS (2) OR PROGRAMS
- -------------------------- ------------------ ---------------------- --------------------- ---------------------------
01/01/04 - 01/31/04 -- $-- -- $10,000,000
02/01/04 - 02/29/04 -- $-- -- $10,000,000
03/01/04 - 03/31/04 22,000 $ 29.34 22,000 $ 9,354,563
TOTAL 22,000 $ 29.34 22,000 $ 9,354,563
(1) The Company repurchased an aggregate of 22,000 shares of its common stock
pursuant to the repurchase program that it publicly announced on October
22, 2003 (the "Program").
(2) The board of directors approved the repurchase by the Company of shares of
the Company's common stock having a value of up to $10 million in the
aggregate pursuant to the Program. The expiration date of this Program is
the earlier of October 14, 2004 or until such amount of common stock is
repurchased.
12
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
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 (c)
3.1b Amendment to Second Restated Articles of Incorporation of the Company filed May 4, 1998 (f)
3.2 Bylaws of the Company (a)
3.3 Amendment to Bylaws of the Company adopted April 13, 1999 (k)
4.1 Specimen form of the Company's Common Stock Certificate (a)
4.2* 1994 Long-Term Incentive and Stock Option Plan (a)
4.3 Warrant issued to Leo Partners, Inc. on December 1, 1996 (c)
4.4 * 1996 Incentive and Stock Option Plan (d)
4.5 * 1996 Incentive and Stock Option Plan, as amended (e)
4.6 * 1998 Non-Employee Director Stock Option Plan (e)
4.7 * Amendment to 1998 Non-Employee Director Stock Option Plan (l)
4.8 Securities Purchase Agreement dated October 14, 1998 between Caterpillar Inc. and the Company (g)
4.9 Warrant issued to Caterpillar Inc. on January 29, 1999 (h)
4.10 Securities Purchase Agreement dated October 31, 2000 between Caterpillar Inc. and the Company (m)
4.11 Replacement Warrant issued to Caterpillar Inc. on October 31, 2000 (m)
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)
13
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 (d)
10.5 Supplemental Development Agreement dated April 18, 1997 between the EDA and the Company (d)
10.6 Line of Credit dated May 22, 1997 between Norwest Bank Minnesota North, N.A. and the Company (d)
10.7 * Employment Agreement dated October 17, 1994 between the Company and Thomas R. Karges
10.8 Extension of Lease Agreement dated May 13, 1998 between the EDA and the Company (f)
10.9 First Amendment to Credit Agreement dated June 30, 1998 between Norwest Bank Minnesota North, N.A. and the
Company (f)
10.10 Commercial Alliance Agreement dated October 14, 1998 between Caterpillar Inc. and the Company (g)
10.11 Management Services Agreement dated January 29, 1999 between Caterpillar Inc. and the Company (i)
10.12 Marketing Agreement dated January 29, 1999 between Caterpillar Inc. and the Company (i)
10.13 Third Amendment to Credit Agreement dated June 9, 1999 between Norwest Bank Minnesota North, N.A. and the
Company (j)
10.14 Fourth Amendment to Credit Agreement dated June 1, 2000 between Norwest Bank Minnesota North, N.A. and the
Company (l)
10.15** Multi-Terrain Rubber-Tracked Loader Alliance Agreement dated October 31, 2000 between Caterpillar Inc. and the
Company (m)
10.16** Manufacturing and Distribution Agreement dated January 2, 2001 between Polaris Industries Inc. and the Company (n)
10.17 Fifth Amendment to Credit Agreement dated June 1, 2001 between Wells Fargo Bank Minnesota, N.A. and the
Company (o)
10.18 Sixth Amendment to Credit Agreement dated June 1, 2002 between Wells Fargo Bank Minnesota, N.A. and the
Company (p)
10.19 Seventh Amendment to Credit Agreement dated June 1, 2002 between Wells Fargo Bank Minnesota, N.A. and the
Company (q)
10.20** Marketing Agreement dated March 13, 2003 between Jacobsen, a division of Textron, Inc., and the Company (r)
10.21 Business Loan Agreement dated July 7, 2003 between Wells Fargo Bank Minnesota, N.A. and the Company (s)
11 Statement re: Computation of Per Share Earnings
21 Subsidiaries (a)
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
14
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 Annual Report on Form 10-KSB for the year ended December 31, 1996
(File No. 0-25620) filed electronically March 28, 1997.
(d) 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.
(e) 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.
(f) 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.
(g) Incorporated by reference to the Company's Current Report on Form 8-K (File No. 0-25620) filed electronically
October 27, 1998.
(h) Incorporated by reference to the Company's Current Report on Form 8-K (File No. 0-25620) filed electronically
February 11, 1999.
(i) 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.
(j) 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.
(k) 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.
(l) 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.
(m) 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.
(n) 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.
(o) 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.
(p) 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.
15
(q) 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.
(r) 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.
(s) 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 Exchange Act.
(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, 2004:
Current Report on Form 8-K dated January 5, 2004 reporting under Item
9. "Regulation FD Disclosure" that on January 5, 2004, ASV issued a press
release disclosing that Caterpillar Inc. had exercised its warrant for the
purchase of 1,040,069 shares of ASV common stock at $21.00 per share.
Current Report on Form 8-K dated January 22, 2004 reporting under Item
9. "Regulation FD Disclosure" that on January 22, 2004, ASV issued a press
release disclosing that it had repurchased the warrant held by Caterpillar Inc.
at $.88 per share, or approximately $7.2 million, plus 500,000 shares of ASV
Common Stock. The Company also announced that it increased guidance for its
anticipated diluted earnings per share for 2004.
Current Report on Form 8-K dated March 2, 2004 reporting under Item 9.
"Regulation FD Disclosure" that on March 2, 2004, ASV issued a press release
disclosing its financial results for the three and twelve months ended December
31, 2003. In addition, the press release contained information regarding a
conference call to be held March 2, 2004.
16
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 7, 2004 By /s/ Gary Lemke
--------------------------
Gary Lemke
President
Dated: May 7, 2004 By /s/ Thomas R. Karges
--------------------------
Thomas R. Karges
Chief Financial Officer
(principal financial
and accounting officer)
17
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 pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002................. Filed herewith electronically
31.2 Certification of the Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002................. Filed herewith electronically
32.1 Certification of the Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002................. Filed herewith electronically
32.2 Certification of Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002................. Filed herewith electronically
18