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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, 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 or organization
840 LILY LANE
GRAND RAPIDS, MN 55744 (218) 327-3434
--------------------------------------- ------------------------------
Address of principal executive offices, Registrant's telephone number,
including zip code including area code
NOT APPLICABLE
--------------
Former name, former address and former fiscal year, if changed since last report
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 Exchange Act). [X] Yes [ ] No
As of October 29, 2004, 13,094,504 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,
2004 2003
-------------- --------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents .................................. $ 43,946,833 $ 29,402,756
Short-term investments ..................................... 4,232,332 305,662
Accounts receivable, net ................................... 28,312,083 16,484,603
Inventories ................................................ 29,257,453 26,686,707
Other current assets ....................................... 955,293 3,614,506
-------------- --------------
Total current assets ............................ 106,703,994 76,494,234
PROPERTY AND EQUIPMENT, net ................................... 7,763,655 6,129,922
-------------- --------------
Total Assets .................................... $ 114,467,649 $ 82,624,156
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term liabilities ................... $ 141,867 $ 136,414
Accounts payable ........................................... 7,429,059 6,004,890
Accrued liabilities
Compensation ............................................. 384,381 372,027
Warranty reimbursements .................................. 491,100 491,100
Warranties ............................................... 2,045,000 850,000
Other .................................................... 769,296 645,346
Income taxes payable ....................................... 1,714,751 -
-------------- --------------
Total current liabilities ............................ 12,975,454 8,499,777
-------------- --------------
LONG-TERM LIABILITIES, less current portion ................... 1,738,862 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 - 12,656,794 in 2004; 11,053,588 in 2003 126,568 110,536
Additional paid-in capital ................................. 67,002,415 51,751,723
Retained earnings .......................................... 32,624,350 20,417,262
-------------- --------------
99,753,333 72,279,521
-------------- --------------
Total Liabilities and Shareholders' Equity $ 114,467,649 $ 82,624,156
============== ==============
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,
----------------------------- -----------------------------
2004 2003 2004 2003
------------- ------------- ------------- -------------
Net sales .......................................... $ 40,607,328 $ 29,188,649 $ 112,742,264 $ 70,215,357
Cost of goods sold ................................. 31,303,643 22,676,469 87,100,595 55,567,464
------------- ------------- ------------- -------------
Gross profit .............................. 9,303,685 6,512,180 25,641,669 14,647,893
Operating expenses:
Selling, general and administrative ........... 2,345,209 1,510,603 6,341,065 4,554,786
Research and development ...................... 223,798 192,909 561,333 556,795
------------- ------------- ------------- -------------
Operating income .......................... 6,734,678 4,808,668 18,739,271 9,536,312
Other income (expense)
Interest income ............................... 214,489 25,887 573,826 80,235
Interest expense .............................. (27,907) (31,292) (84,684) (99,968)
Other, net .................................... 1,599 (6,820) 3,675 25,865
------------- ------------- ------------- -------------
Income before income taxes ................ 6,922,859 4,796,443 19,232,088 9,542,444
Provision for income taxes ................ 2,493,000 1,717,000 7,025,000 3,410,000
------------- ------------- ------------- -------------
NET EARNINGS .............................. $ 4,429,859 $ 3,079,443 $ 12,207,088 $ 6,132,444
============= ============= ============= =============
Net earnings per common share
Basic ......................................... $ .35 $ .30 $ .97 $ .61
============= ============= ============= =============
Diluted ....................................... $ .34 $ .29 $ .92 $ .59
============= ============= ============= =============
Weighted average number of common shares outstanding
Basic ......................................... 12,637,502 10,152,916 12,578,128 10,101,992
============= ============= ============= =============
Diluted ....................................... 13,105,023 10,743,850 13,307,484 10,430,048
============= ============= ============= =============
See notes to consolidated financial statements.
3
A.S.V., INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30,
2004 2003
------------ ------------
Cash flows from operating activities:
Net earnings ........................................ $ 12,207,088 $ 6,132,444
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation .................................... 681,002 489,072
Deferred income taxes ........................... 375,000 68,000
Tax benefit from exercise of stock options ...... 950,000 232,000
Changes in assets and liabilities:
Accounts receivable ........................... (11,827,480) (7,340,993)
Inventories ................................... (2,570,746) 5,000,915
Other current assets .......................... 2,284,213 513,855
Accounts payable .............................. 1,424,169 3,777,180
Accrued liabilities ........................... 1,331,304 450,640
Income taxes payable .......................... 1,714,751 1,475,148
------------ ------------
Net cash provided by operating activities .............. 6,569,301 10,798,261
------------ ------------
Cash flows from investing activities:
Purchase of property and equipment .................. (2,314,735) (1,485,638)
Purchase of short-term investments .................. (4,232,332) (305,662)
Redemption of short-term investments ................ 305,662 739,307
------------ ------------
Net cash used in investing activities .................. (6,241,405) (1,051,993)
------------ ------------
Cash flows from financing activities:
Principal payments on long-term liabilities ......... (100,543) (95,302)
Proceeds from issuance of common stock, net ......... 21,826,431 -
Proceeds from exercise of stock options, net of costs 1,801,691 1,628,356
Retirements of common stock ......................... (9,311,398) (351,561)
------------ ------------
Net cash provided by financing activities .............. 14,216,181 1,181,493
------------ ------------
Net increase in cash and cash equivalents .............. 14,544,077 10,927,761
Cash and cash equivalents at beginning of period ....... 29,402,756 4,058,091
------------ ------------
Cash and cash equivalents at end of period ............. $ 43,946,833 $ 14,985,852
============ ============
Supplemental disclosure of cash flow information:
Cash paid for interest .............................. $ 85,311 $ 96,548
Cash paid for income taxes .......................... 3,938,318 1,391,630
See notes to consolidated financial statements.
4
A.S.V., INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
(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
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 reasonably
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:
Three Months ended September 30,
2004 2003
----------- ---------
Balance, beginning of period $ 1,685,000 $ 650,000
Expense for new warranties issued 756,421 323,655
Warranty claims (396,421) (223,655)
----------- ---------
Balance, end of period $ 2,045,000 $ 750,000
=========== =========
STOCK-BASED COMPENSATION
At September 30, 2004, the Company had 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. The weighted
average fair values of the options granted during 2004 and 2003 are $17.79 and
$4.52, respectively. 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 52.1% and 44.8%, risk-free interest rate of 3.78%
and 3.55% and expected lives of 6.92 and 6.95 years.
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------------- ----------------------------
2004 2003 2004 2003
------------- ------------- ------------- -------------
Net earnings, as reported $ 4,429,859 $ 3,079,443 $ 12,207,088 $ 6,132,444
Less total stock-based employee
compensation determined under
fair value methods for all awards,
net of income taxes (452,072) (196,089) (1,187,615) (561,792)
------------- ------------- ------------- -------------
Pro forma net earnings $ 3,977,787 $ 2,883,354 $ 11,019,473 $ 5,570,652
============= ============= ============= =============
Earnings per share:
Basic - as reported $ .35 $ .30 $ .97 $ .61
============= ============= ============= =============
Basic - pro forma $ .31 $ .28 $ .88 $ .55
============= ============= ============= =============
Diluted - as reported $ .34 $ .29 $ .92 $ .59
============= ============= ============= =============
Diluted - pro forma $ .30 $ .27 $ .83 $ .53
============= ============= ============= =============
NOTE 2. INVENTORIES
Inventories consist of the following:
SEPTEMBER 30, December 31,
2004 2003
----------- -----------
Raw materials, service parts
and work-in-process $19,727,167 $16,589,121
Finished goods 6,991,621 7,385,768
Used equipment held for resale 2,538,665 2,711,818
----------- -----------
$29,257,453 $26,686,707
=========== ===========
NOTE 3. ACQUISITION OF LOEGERING MFG. INC.
On October 4, 2004, ASV closed on its acquisition of Loegering Mfg. Inc.
of Casselton, North Dakota in a merger transaction. Loegering is a manufacturer
of over-the-tire steel tracks for wheeled skid-steers and also provides
attachments for the skid-steer market. ASV acquired all the outstanding common
stock of Loegering for $18.23 million through the issuance of approximately
430,000 shares of ASV common stock valued at $14.75 million and cash of $3.48
million. Of the ASV shares issued in the transaction, 130,699 shares will be
registered for resale on a Form S-3 Registration Statement. On October 29, 2004,
ASV filed a Form S-3 Registration Statement, which had not been declared
effective by the Securities and Exchange Commission as of November 9, 2004.
Following completion of the transaction, Loegering became a wholly owned
subsidiary of ASV. The acquisition has been accounted for as a purchase. In a
related transaction, ASV acquired real property representing Loegering's
manufacturing facility from Loegering affiliates for $1.57 million.
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 them 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 its MTL products and sold exclusively through the
Caterpillar dealer network, primarily in North America.
On October 4, 2004, ASV closed on its acquisition of Loegering Mfg. Inc.
of Casselton, North Dakota in a merger transaction. Loegering is a manufacturer
of over-the-tire steel tracks for wheeled skid-steers and also provides
attachments for the skid-steer market. Following completion of the transaction,
Loegering became a wholly owned subsidiary of ASV.
ASV experienced a significant increase in sales in the first nine months
of 2004 due to several reasons as explained below:
- 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.
- 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.
- 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.
- 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.
- The current low interest rate environment has provided for
easier financing by end users.
- 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 amount of expenses and
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.
Management believes the following critical accounting policies, among
others, affect its more significant judgments and estimates used in the
preparation of ASV's consolidated financial statements.
7
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 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 Consolidated Statement of Earnings
data as a percentage of net sales:
Three Months Ended Nine Months Ended
September 30, September 30,
2004 2003 2004 2003
-------- -------- -------- --------
Net sales ............................ 100.0% 100.0% 100.0% 100.0%
Gross profit ......................... 22.9 22.3 22.7 20.9
Selling, general and administrative... 5.8 5.2 5.6 6.5
Research and development ............. 0.6 0.7 0.5 0.8
Operating income ..................... 16.6 16.4 16.6 13.6
Net earnings ......................... 10.9 10.6 10.8 8.7
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003.
Net Sales. Net sales for the three months ended September 30, 2004
increased 39% to $40.6 million, compared with $29.2 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 due to the addition of two new
models, the RC-60 and RC-85, in January 2004, and a greater number of R-Series
dealers in 2004. Sales of R-Series products represented $18.7 million, or 46% of
the Company's sales in the third quarter of 2004, compared with $9.9 million, or
34% of the Company's sales, in the third quarter of 2003. Second, sales of
service parts increased $2.0 million during the third quarter of 2004 compared
with the third quarter of 2003, due to a greater number of machines and
undercarriages in service. Third, sales of the Company's undercarriages to
Caterpillar for use on its MTLs increased $773,000 in the third quarter of 2004
compared with the same period in 2003. This increase was a result of Caterpillar
changing over its production of MTLs to a newer series in the first half of 2004
and increasing its production in the second half of 2004.
Gross Profit. Gross profit for the three months ended September 30, 2004
was $9.3 million, or 22.9% of net sales, compared to $6.5 million, or 22.3% of
net sales, for the same period in 2003. The increase in gross profit percentage
was primarily due to savings realized from ASV's cost reduction project
implemented during the first quarter of 2004 as well as price increases on
selected R-Series Posi-Track products and MTL products during the third quarter
of 2004. Partially offsetting these increases were steel surcharges of
approximately $800,000 during the third quarter of 2004. No steel surcharges
were experienced in the third quarter of 2003. 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.
8
Selling, General and Administrative Expenses. Selling, general and
administrative (S, G & A) expenses increased from approximately $1.5 million, or
5.2% of net sales, in the third quarter of 2003, to approximately $2.3 million,
or 5.8% of net sales, in the third quarter of 2004. The increases in S, G & A
expenses were due primarily to increased marketing costs, including advertising,
promotion and commissions paid to the Company's sales force, along with costs
related to the acquisition of Loegering Mfg. Inc. and initial compliance costs
related to Sarbanes-Oxley implementation.
Research and Development Expenses. Research and development expenses
increased from approximately $193,000 in the third quarter of 2003 to
approximately $224,000 in the third quarter of 2004. The increase was due to the
Company expanding its testing programs during the summer months for potential
new products.
Other Income (Expense). Other income (net) increased to $188,000 in the
third quarter of 2004 compared with other expense (net) of $12,000 in the third
quarter of 2003. 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, proceeds received from the exercise of employee
stock options and net earnings generated in 2003 and 2004.
Net Earnings. Net earnings for the third quarter of 2004 were $4.4
million, compared with $3.1 million for the third quarter of 2003. The increase
was primarily a result of increased sales and an increased gross profit
percentage, offset in part by increased operating expenses and a slightly higher
effective income tax rate.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003.
Net Sales. Net sales for the nine months ended September 30, 2004
increased 61% to $112.7 million, compared with $70.2 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 more than doubled in 2004, due to the
addition of two new models in January 2004, a greater number of R-Series dealers
in 2004 and a full nine months of sales of the RC-100 in 2004, which was
introduced in the first quarter of 2003. Second, sales of service parts more
than doubled during the nine months ended September 30, 2004 compared with the
same period in 2003 due to a greater number of machines and undercarriages in
service. Third, sales of MTL undercarriages increased approximately 9% for the
nine months ended September 30, 2004. This increase was due to three models of
undercarriages being sold for the first nine months of 2004. In 2003, one
undercarriage model was added during the first quarter and, as such, had sales
for only a portion of 2003.
Gross Profit. For the nine months ended September 30, 2004, gross profit
increased to $25.6 million, compared with $14.6 million for the same period in
2003, and the gross profit percentage increased from 20.9% in 2003 to 22.7% in
2004. The increase in gross profit was due primarily to the increased sales
experienced during the first nine months of 2004 as discussed above. The
increase in gross profit percentage was due primarily to a shift in the mix of
products sold in the first nine months of 2004 as the Company had increased
sales of R-Series Posi-Track products in 2004 over 2003. R-Series products
generally carry a higher gross profit percentage than MTL undercarriages. The
Company also believes its raw material unit cost reduction project initiated in
the first quarter of 2004 as well as operational efficiencies obtained from
higher production volumes helped increase the gross profit percentage in the
first nine months of 2004. Offsetting these increases were steel surcharges of
approximately $1.5 million in the first nine months of 2004. The Company
experienced no steel surcharges in the nine months ended September 30, 2003.
Selling, General and Administrative Expenses. For the nine months ended
September 30, 2004, selling, general and administrative expenses increased to
$6.3 million, or 5.6% of net sales, compared with $4.6 million, or 6.5% of net
sales, for the same period in 2003. 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, costs related to the acquisition of Loegering Mfg.
Inc., initial compliance costs related to Sarbanes-Oxley implementation and the
overall increase in the volume of the Company's business.
Research and Development Expenses. Research and development expenses
increased slightly to $561,000 for the nine months ended September 30, 2004,
compared with $557,000 for the nine months ended September 30, 2003. The Company
anticipates its future spending on research and development activities will
focus on additional product offerings and additional applications of its track
technology.
9
Other Income (Expense). For the nine months ended September 30, 2004,
other income was $493,000, compared with $6,000 for the same period in 2003.
This increase was due primarily to greater funds available for investment in
2004, proceeds received from the sale of common stock to Caterpillar in January
2004, proceeds received from the exercise of employee stock options and net
earnings generated in 2003 and 2004.
Net Earnings. Net earnings were $12.2 million for the nine months ended
September 30, 2004, compared with $6.1 million for the nine months ended
September 30, 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 anticipated earnings in excess of $10
million for 2004.
LIQUIDITY AND CAPITAL RESOURCES
For the nine months ended September 30, 2004, the Company generated $14.5
million of cash, compared with $10.9 million of cash generated for the nine
months ended September 30, 2003. During 2004, the Company generated $6.6 million
of cash from operations, due primarily to the increased profitability
experienced in 2004 and an increase in accounts payable due to increased volume,
offset in part by increased accounts receivable from the increased sales during
2004 and increased inventory levels to support higher production. The Company
used $6.2 million of cash in 2004 to purchase short-term investments and invest
in property, plant and equipment, consisting primarily of additional
manufacturing space. Financing activities generated an additional $14.2 million
in 2004, due primarily to the sale of common stock to Caterpillar in January
2004 and the exercise of employee stock options, offset by the repurchase of the
warrant held by Caterpillar in January 2004 and repurchases of shares under the
Company's stock repurchase program.
ACQUISITION OF LOEGERING MFG. INC.
On October 4, 2004, ASV closed on its acquisition of Loegering Mfg. Inc.
of Casselton, North Dakota in a merger transaction. Loegering is a manufacturer
of over-the-tire steel tracks for wheeled skid-steers and also provides
attachments for the skid-steer market. ASV acquired all the outstanding common
stock of Loegering for $18.23 million through the issuance of approximately
430,000 shares of ASV common stock valued at $14.75 million and cash of $3.48
million. Of the ASV shares issued in the transaction, 130,699 shares will be
registered for resale on a Form S-3 Registration Statement. On October 29, 2004,
ASV filed a Form S-3 Registration Statement, which had not been declared
effective by the Securities and Exchange Commission as of November 9, 2004.
Following completion of the transaction, Loegering became a wholly owned
subsidiary of ASV. The acquisition has been accounted for as a purchase. In a
related transaction, ASV acquired real property representing Loegering's
manufacturing facility from Loegering affiliates for $1.57 million. The Company
anticipates Loegering's fourth quarter earnings will be accretive to ASV's
earnings by two to four cents.
In October 2004, the Company advanced Loegering $5.15 million to pay debt
and accounts payable.
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 may cause its overall gross
profit percentage generated on the sale of MTL undercarriages in 2005 to be less
than the overall gross profit percentage it has generated on the sale of MTL
undercarriages for the nine months ended September 30, 2004. However, the
Company has not completed its 2005 business planning meeting with Caterpillar,
at which the Company and Caterpillar determine the selling prices, and therefore
the gross profit, of the Company's undercarriages it will sell to Caterpillar in
2005. The Company believes, based on preliminary cost estimates, that its gross
profit on the sale of its undercarriages to Caterpillar will not be less than
20% for 2005.
10
CUSTOMER NOTE RECEIVABLE
Included in accounts receivable at September 30, 2004 is a note receivable
for approximately $858,000 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 October 31, 2004, the customer is current on all amounts owed the Company
under this note.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has guaranteed the repayment of a $589,000 note made by a
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 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 September 30, 2004. As
of October 31, 2004, the customer is current on all amounts owed the finance
company under this note.
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. During the third quarter of 2004, the Company made no repurchases of its
common stock under this program. This stock repurchase program expired in
October 2004 and was not renewed. Under this program, the Company repurchased
66,000 shares of its common stock, at an aggregate cost of $1.9 million. Under
previous programs, the most recent of which expired in September 2003, the
Company repurchased 195,580 shares of its common stock at an aggregate purchase
price of $2.0 million.
CASH REQUIREMENTS
The Company believes cash expected to be generated from operations and its
existing cash and short-term investments 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, anticipated gross profit on
the sale of undercarriages to Caterpillar, the effect of the Loegering
acquisition on ASV's financial results, Loegering's anticipated sales and
earnings for 2004 and the benefits of the acquisition 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 the risks and
uncertainties associated with successfully integrating the operations of
Loegering, unanticipated delays, costs and expenses inherent in the development
and marketing of new products and services; developments in the demand for each
companies' products and services; ASV's ability to successfully manufacture its
products; unanticipated delays, costs or other difficulties in the manufacture
of the products; unanticipated problems or delays experienced by Caterpillar
relating to the manufacturing or marketing of the MTL machines; market
acceptance of the machines; deterioration of the general market and economic
conditions; corporate developments at ASV or Caterpillar; ASV's ability to
realize the anticipated benefits from its relationship with Caterpillar and
Loegering; relationships with major customers and suppliers; the ability to
retain key personnel; the impact of governmental laws and regulations;
competitive factors; and any future acts or threats of terrorism or war. 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
11
information regarding these risk factors and uncertainties is detailed in the
Risk Factors filed as Exhibit 99 to ASV's Quarterly Report on Form 10-Q for the
period ended June 30, 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, 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 Control Over Financial Reporting. During the third
fiscal quarter, there has been no change in the Company's internal control 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. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
As previously disclosed in ASV's Current Report on Form 8-K filed on
October 7, 2004, ASV closed on its acquisition of Loegering Mfg. Inc. of
Casselton, North Dakota in a merger transaction on October 1, 2004. ASV acquired
all the outstanding shares of common stock of Loegering for $18,230,000 through
the issuance of 428,404 shares of ASV common stock valued at $14.75 million and
cash of $3.48 million. The issuance and sale of the ASV shares were effected
without registration under the Securities Act of 1933, as amended (the
"Securities Act") in reliance on Section 4(2) of the Securities Act as a
transaction by an issuer not involving a public offering and under the safe
harbor provisions of Regulation D under the Securities Act. The purchasers were
given access to information about ASV, represented that they were accredited
investors able to bear the economic risk of loss of the investment and
represented that the shares were being acquired for investment purposes only and
not with a view to any resale in connection with any distribution. Of the ASV
shares issued in the transaction, 130,699 shares will be registered for resale
on a Form S-3 Registration Statement. On October 29, 2004, ASV filed a Form S-3
Registration Statement (Registration No. 333-120062), which had not been
declared effective by the Securities and Exchange Commission as of November 9,
2004.
During the quarter ended September 30, 2004, the Company made no
repurchases of its common stock pursuant to the repurchase program that it
publicly announced on October 22, 2003 (the "Program"). The Program expired on
October 14, 2004.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. 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 (b)
3.1b Amendment to Second Restated Articles of Incorporation of the Company filed May 4, 1998 (c)
3.2 Bylaws of the Company (a)
3.3 Amendment to Bylaws of the Company adopted April 13, 1999 (d)
4.1 Specimen form of the Company's Common Stock Certificate (a)
10.1* 2004 Stock Incentive Plan (e)
10.2 Merger Agreement, dated as of October 1, 2004 by and among the Company, Loegering Mfg, Inc., LMI Merger Corp., The
Marilyn A. Loegering Revocable Trust and Marilyn A. Loegering (f)
10.3 Form of Incentive Stock Option Agreement under the Company's 1996 Incentive and Stock Option Plan
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
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 (g)
- ------------------------
(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 Annual Report on
Form 10-KSB for the year ended December 31, 1996 (File No.
0-25620) filed electronically March 28, 1997.
(c) 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.
(d) 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.
13
(e) Incorporated by reference to the Company's Definitive Proxy
Statement for the year ended December 31, 2003 (File No.
0-25620) filed electronically April 29, 2004.
(f) Incorporated by reference to the Company's Current Report on
Form 8-K (File NO. 0-25620) filed electronically October 7,
2004.
(g) Incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2004 (File No.
0-25620) filed electronically August 9, 2004.
* Indicates management contract or compensation plan or
arrangement.
14
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 9, 2004 By /s/ Gary Lemke
-----------------------------
Gary Lemke
Chief Executive Officer
(duly authorized officer)
Dated: November 9, 2004 By /s/ Thomas R. Karges
-----------------------------
Thomas R. Karges
Chief Financial Officer
(principal financial and
accounting officer)
15
EXHIBIT INDEX
EXHIBIT METHOD OF FILING
- ------- -----------------------------
10.3 Form of Incentive Stock Option Agreement under the
Company's 1996 Incentive and Stock Option Plan................ Filed herewith electronically
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