-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Un+AyD5YlcDl46b8VDHk+yoJUpu3R3gwL0Nfr/Ckwoo0IR/CYKVq47BQJVZuP/jP J3DlvROynsbpZ7F/kx0a5A== 0001045969-99-000585.txt : 19990810 0001045969-99-000585.hdr.sgml : 19990810 ACCESSION NUMBER: 0001045969-99-000585 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASV INC /MN/ CENTRAL INDEX KEY: 0000926763 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION MACHINERY & EQUIP [3531] IRS NUMBER: 411459569 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-25620 FILM NUMBER: 99681475 BUSINESS ADDRESS: STREET 1: P O BOX 5160 STREET 2: 840 LILY LANE CITY: GRAND RAPIDS STATE: MN ZIP: 55744-5160 BUSINESS PHONE: 2183273434 MAIL ADDRESS: STREET 1: PO BOX 5160 STREET 2: 840 LILY LANE CITY: GRAND RAPIDS STATE: MN ZIP: 55744-5160 10-Q 1 FORM 10-Q 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 June 30, 1999 Commission file number: 0-25620 A.S.V., Inc. (Exact name of registrant as specified in its charter) Minnesota 41-1459569 ----------------------- -------------------------- State or other jurisdiction of I.R.S. Employer Identification No. incorporation of organization 840 Lily Lane P.O. Box 5160 Grand Rapids, MN 55744 (218) 327-3434 ---------------------- ----------------------------- Address of principal executive offices Registrant's telephone number Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No As of August 2, 1999, 9,681,251 shares of registrant's $.01 par value Common Stock were outstanding. 1 PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS A.S.V., INC. CONSOLIDATED BALANCE SHEETS
June 30, December 31, ASSETS 1999 1998 ----------- ----------- (Unaudited) CURRENT ASSETS Cash and cash equivalents........................... $ 58,922 $ 308,565 Short-term investments.............................. 2,749,164 243,035 Accounts receivable, net............................ 6,653,235 4,563,840 Inventories......................................... 30,511,759 18,776,758 Prepaid expenses and other.......................... 921,881 1,076,446 ----------- ----------- Total current assets.............................. 40,894,961 24,968,644 PROPERTY AND EQUIPMENT, net.......................... 4,699,693 4,563,996 ----------- ----------- TOTAL ASSETS.................................. $45,594,654 $29,532,640 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES .................................................. Line of credit...................................... $ 95,000 $ 3,535,000 Current portion of long-term liabilities............ 256,567 219,417 Accounts payable.................................... 2,955,023 2,913,526 Accrued liabilities Compensation....................................... 207,036 281,055 Warranties......................................... 400,000 400,000 Commission......................................... 238,000 -- Other.............................................. 228,705 204,017 Income taxes payable................................ 125,747 -- ---------- ------------ Total current liabilities..................... 4,506,078 7,553,015 ---------- ------------ LONG-TERM LIABILITIES, less current portion.......... 2,235,736 2,464,385 ---------- ------------ 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; 9,673,539 shares issued and outstanding in 1999; 8,601,835 shares issued and outstanding in 1998... 96,735 86,018 Additional paid-in capital.......................... 30,690,863 12,701,622 Retained earnings................................... 8,065,242 6,727,600 ---------- ---------- 38,852,840 19,515,240 ---------- ---------- Total Liabilities and Shareholders' Equity......... $45,594,654 $29,532,640 =========== ===========
See notes to consolidated financial statements. 2 A.S.V., INC. CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
Three Months Ended Six Months Ended June 30, June 30, ------------------------- -------------------------- 1999 1998 1999 1998 ---------- ----------- ------------ ------------ Net sales..................... $9,064,173 $10,484,279 $17,526,818 $19,513,117 Cost of goods sold............ 6,645,345 7,923,015 12,870,863 14,694,010 ---------- ----------- ----------- ----------- Gross profit............. 2,418,828 2,561,264 4,655,955 4,819,107 Operating expenses: Selling, general and administrative............. 1,252,499 942,703 2,365,658 1,750,898 Research and development... 155,176 105,088 263,384 203,537 --------- ------- --------- --------- Operating income......... 1,011,153 1,513,473 2,026,913 2,864,672 Other income (expense) Interest expense............ (60,229) (126,579) (126,132) (255,525) Other, net.................. 62,771 105,185 146,861 139,770 --------- --------- --------- --------- Income before income taxes................... 1,013,695 1,492,079 2,047,642 2,748,917 Provision for income taxes.... 325,000 565,000 710,000 1,030,000 ---------- ---------- ---------- ---------- NET INCOME.................. $ 688,695 $ 927,079 $1,337,642 $1,718,917 ========== ========== ========== ========== Net income per common share Basic....................... $.07 $.12 $.14 $.23 ==== ==== ==== ==== Diluted *................... $.07 $.11 $.14 $.20 ==== ==== ==== ==== Weighted average number of common shares outstanding Basic....................... 9,662,264 7,538,225 9,488,210 7,533,479 ========== ========= ========= ========= Diluted *................... 10,081,662 9,031,745 9,880,775 8,975,213 =========== ========= ========= =========
* Includes add back of after-tax effect of interest expense for convertible debentures for 1998. See notes to consolidated financial statements. 3 A.S.V., INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six months ended June 30, 1999 and 1998
1999 1998 ------------ ------------- Cash flows from operating activities: Net income............................................... $ 1,337,642 $ 1,718,917 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation........................................... 171,000 150,000 Interest accrued on capital lease obligation........... 24,144 23,028 Deferred income taxes.................................. (65,000) (100,000) Effect of warrant earned............................... 75,600 75,600 Changes in assets and liabilities: Accounts receivable.................................. (2,089,395) (777,376) Inventories.......................................... (11,735,001) (2,076,960) Prepaid expenses and other........................... 219,565 26,289 Accounts payable..................................... 41,497 1,285,669 Accrued expenses..................................... 188,669 238,226 Income taxes payable................................. 300,747 106,250 ------------ ---------- Net cash provided by (used in) operating activities....... (11,530,532) 669,643 ------------ ---------- Cash flows from investing activities: Purchase of property and equipment....................... (306,697) (299,543) Purchase of short-term investments....................... (3,509,129) -- Redemption of short-term investments..................... 1,003,000 764,583 ---------- -------- Net cash provided by (used in) investing activities....... (2,812,826) 465,040 ---------- -------- Cash flows from financing activities: Principal payments on line of credit.................... (3,440,000) -- Principal payments on long-term liabilities.............. (215,643) (25,719) Proceeds from sale of common stock and warrant, net of offering costs........................................ 17,551,105 -- Proceeds from exercise of stock options.................. 547,321 57,165 Retirements of common stock.............................. (349,068) -- ----------- ---------- Net cash provided by financing activities................. 14,093,715 31,446 ----------- ---------- Net increase (decrease) in cash and cash equivalents...... (249,643) 1,166,129 Cash and cash equivalents at beginning of period.......... 308,565 316,599 ----------- ---------- Cash and cash equivalents at end of period................ $ 58,922 $1,482,728 =========== ========== Supplemental disclosure of cash flow information: Cash paid for interest................................... $ 139,445 $ 241,353 Cash paid for income taxes............................... 310,264 1,023,750 Supplemental disclosure of non-cash investing and financing activity: Tax benefit from exercise of stock options............... $ 175,000 $90,000 Assets acquired by incurring long-term liabilities....... -- 647,794
See notes to consolidated financial statements. 4 A.S.V., INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 1999 (Unaudited) NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Interim Financial Information The accompanying unaudited, consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the footnotes required by generally accepted accounting principles 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. NOTE 2. LINE OF CREDIT During the second quarter of 1999, the Company amended its line of credit agreement with its primary bank. The amended line of credit provides for borrowings up to $10,000,000 at an interest rate of prime minus 1/2% (7.25% at June 30, 1999). All other major terms and conditions remain the same. NOTE 3. CONTINGENCY The Year 2000 issue relates to limitations in computer systems and applications that may prevent proper recognition of the Year 2000. The potential effect of the Year 2000 issue on the Company and its business partners will not be fully determinable until the year 2000 and thereafter. If Year 2000 modifications are not properly completed either by the Company or entities with whom the Company conducts business, the Company's financial condition and results of operations could be adversely impacted. 5 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations The following table sets forth certain Statement of Earnings data as a percentage of net sales:
Three Months Ended June 30, Six Months Ended June 30, 1999 1998 1999 1998 ------ ------ ------ ------ Net sales............................. 100.0% 100.0% 100.0% 100.0% Cost of goods sold.................... 73.3 75.6 73.4 75.3 Gross profit.......................... 26.7 24.4 26.6 24.7 Selling, general and administrative... 13.8 9.0 13.5 9.0 Operating income...................... 11.2 14.4 11.6 14.7 Interest expense...................... .7 1.2 .7 1.3 Net income............................ 7.6 8.8 7.6 8.8
For the three months ended June 30, 1999 and 1998. Net Sales. Net sales for the three months ended June 30, 1999 were approximately $9,064,000, compared with approximately $10,484,000 for the same period in 1998. The main factor for the decrease in sales is an approximate 18.7% decrease in Posi-Track related sales. This decrease was due primarily to the continued transition of selling the Company's Posi-Track products to the Caterpillar dealer network. As of July 30, 1999, 30 Caterpillar dealers, representing over 200 locations, are selling and servicing the Posi-Track. It is the Company's belief that some Caterpillar dealers are waiting to place significant orders until they have received training from ASV factory personnel. The Company believes this training is a necessary process to enable the Caterpillar dealers to learn the benefits and technical features that distinguish the Posi-Track from its competition. Sales of parts, used equipment and other items increased approximately 28.7% for the three month period ended June 30, 1999 compared with the same period in 1998. This increase was primarily due to parts sales increasing as the number of vehicles in the field continues to increase. Gross Profit. Gross profit for the three months ended June 30, 1999 was approximately $2,419,000, or 26.7% of net sales compared with approximately $2,561,000, or 24.4% of net sales, in 1998. The decreased gross profit was attributable to decreased sales volume in 1999. The increased gross profit percentage was attributable to greater efficiencies in the Company's purchasing processes, better inventory management and a change in the Company's discount policy for its customers, with more sales made utilizing extended payment terms. Selling, General and Administrative Expenses. Selling, general and administrative expenses increased from approximately $943,000 for the second quarter of 1998 to approximately $1,252,000 for the same period in 1999. As a percentage of net sales, selling, general and administrative expenses increased from 9.0% of net sales in second quarter 1998, to 13.8% of net sales in second quarter 1999. The increased dollar volume was due to increased marketing costs as well as increased compensation costs as sales and administrative personnel have been added to support expanded sales and customer service roles. In particular, the commission paid to Caterpillar Inc. for sales of products to Caterpillar dealers accounted for over 75% of the increase in selling, general administrative expenses. The increased percentage of selling, general and administrative expenses was due to the Company having the necessary infrastructure to support higher sales volumes. Research and Development. Research and development expenses increased from approximately $105,000 in second quarter 1998 to approximately $155,000 in 1999. The increase was due mainly to the development of the Company's new, smaller concept vehicle and work on the development of a rubber tracked agricultural tractor. In order to maintain its competitive advantage over other manufacturers of similar products, the Company believes it will increase the level of spending on research and development activities. It is expected the main thrust of these activities will be directed towards extensions of the Company's current product lines and improvements of existing products. 6 Interest Expense. Interest expense decreased from approximately $127,000 for the second quarter of 1998 to approximately $60,000 for the second quarter of 1999. The decrease was due to the elimination of the interest expense in 1999 for the Company's convertible debentures, which were exchanged for common stock in the fourth quarter of 1998. Net Income. Net income for the second quarter of 1999 was approximately $689,000, compared with approximately $927,000 for the second quarter of 1998. The decrease in 1999 resulted primarily from decreased sales and increased operating expenses, offset in part by an increased gross profit percentage and decreased interest expense. In addition, the Company also recorded a $50,000 income tax benefit for amended income tax returns for prior years. For the six months ended June 30, 1999 and 1998. Net Sales. Net sales for the six months ended June 30, 1999 decreased 10.2%, to approximately $17,527,000 compared with the same period in 1998. This decrease was due primarily to the continued transition of selling the Company's Posi-Track products to the Caterpillar dealer network as discussed above. Sales of parts, used equipment and other items increased approximately 34% due primarily to an increase in the sale of parts as a greater number of machines are in service in 1999. Also, the Company recognized net sales of approximately $665,000 in the first quarter of 1999 for the final subcontract work performed on a military contract. Gross Profit. Gross profit for the six months ended June 30, 1999 was approximately $4,656,000, or 26.6% of net sales compared with approximately $4,819,000, or 24.7% of net sales, for the six months ended June 30, 1998. The decreased gross profit was due to decreased sales in 1999. The increased gross profit percentage in 1999 was due to the increased efficiencies obtained from the Company's increased production volume, greater efficiencies in the Company's purchasing processes, better inventory management and a change in the Company's discount policy for its customers, with more sales made utilizing extended payment terms. Selling, General and Administrative Expenses. Selling, general and administrative expenses increased from approximately $1,751,000, or 9.0% of net sales for the six months ended June 30, 1998, to approximately $2,366,000, or 13.5% of net sales, for the six months ended June 30, 1999. The increased dollar volume was due to increased marketing costs as well as increased compensation costs as sales and administrative personnel have been added to support expanded sales and customer service roles. In particular, the commission paid to Caterpillar Inc. accounted for approximately 70% of the increase in selling, general administrative expenses. The increased percentage of selling, general and administrative expenses was due to the Company having the necessary infrastructure to support higher sales volumes. Research and Development. Research and development expenses increased from approximately $204,000 in 1998 to approximately $263,000 in 1999. The increase was due mainly to the development of the Company's new, smaller concept vehicle and work on the development of a rubber tracked agricultural tractor as well as continuing improvements to the Company's existing models. Interest Expense. Interest expense decreased from approximately $256,000 for the six months ended June 30, 1998 to approximately $126,000 for the same period in 1999. The decrease was the net effect of two factors. First, the Company's convertible debentures were exchanged for common stock in the fourth quarter of 1998, eliminating future interest expense on the debentures. Second, the Company utilized its line of credit during 1999 to fund operations. Net Income. Net income for the six months ended June 30, 1999 decreased to approximately $1,338,000 from approximately $1,719,000 for 1998. The decrease resulted primarily from decreased sales and increased operating expenses, offset in part by an increased gross profit percentage and decreased interest expense. In addition, the Company also recorded a $50,000 income tax benefit for amended income tax returns for prior years. Liquidity and Capital Resources At June 30, 1999, the Company had working capital of approximately $36,389,000 compared with working capital of approximately $17,416,000 at December 31, 1998, an increase of approximately $18,973,000. This increase was due to the sale of common stock and a warrant to Caterpillar Inc. in January 1999 for $18 million. The Company used these proceeds primarily to pay off its line of credit and fund current operations. During the transition to Caterpillar dealers, the Company chose not to reduce its production levels, but instead, increased its finished goods. This decision, along with the inventory needed to begin producing a new model, the Posi-Track 4810, and the repurchase of certain 7 inventory from current and former dealers, caused inventory levels to increase 62% compared with December 31, 1998. Accounts receivable increased as extended terms have been offered to certain dealers. On October 14, 1998, the Company entered into a Securities Purchase Agreement (the Agreement) with Caterpillar Inc. (Caterpillar). The Agreement was approved by the Company's shareholders on January 28, 1999 and closed January 29, 1999. Under the terms of the Agreement, Caterpillar acquired, for an aggregate purchase price of $18,000,000, one million newly issued shares of the Company's common stock and a warrant to purchase an additional 10,267,127 newly- issued shares of the Company's common stock at a price of $21.00 per share. Also under the terms of the Agreement, the Company's board of directors was increased from eight to ten with the additional two members appointed as designated by Caterpillar. In connection with entering into the Agreement, the Company and Caterpillar have entered into several ancillary agreements. These agreements provide the Company access to Caterpillar's dealer network and also make various management, financial and engineering resources from Caterpillar available to the Company following the closing. One of these agreements is a Marketing Agreement which provides, among other things, that the Company will pay Caterpillar a commission equal to 5% of the dealer net price for complete machines and 3% for replacement parts and Company-branded attachments for all sales made to Caterpillar dealers. Should the Company manufacture products that are sold under the Caterpillar brand name, the Company will pay Caterpillar a trademark license fee equal to 3% of the net sales of these products to Caterpillar dealers. It is the intent of the Company and Caterpillar to introduce the Company's Posi-Track products to Caterpillar's North American dealers as soon as practicable. With the signing and announcement of the Agreement with Caterpillar, certain of the Company's existing, non-Caterpillar dealers have been hesitant to place orders for the Company's products. Management believes these dealers are uncertain of their future status as Posi-Track dealers. Between the time of the announcement of the Caterpillar transaction and June 1999, approximately 43 dealer locations elected to no longer carry the Company's products. These 43 locations are comprised of 14 dealers who will no longer carry the Company's products and one dealer whose Posi-Track trade areas have been reduced. The dealer whose trade area has been reduced was the Company's largest customer for 1998. This dealer accounted for approximately 21% of the Company's net sales in 1998. This dealer is a Caterpillar dealer and their Posi- Track trade area was reduced as they were selling into the trade area of approximately nine other Caterpillar dealers. During that same time period, the number of Caterpillar dealers selling and servicing the Posi-Track product line has increased from six to 30, representing dealers in the United States, Canada and Australia with a total of over 200 locations. The Company believes its sales since the signing of the Agreement decreased due to the factors discussed above. In addition, several Caterpillar dealers have chosen to wait until they have received training on the Posi-Track from factory representatives before placing significant orders. During the second quarter, the Company began a comprehensive training program to educate the Caterpillar Dealers on the Posi-Track's unique undercarriage. In addition, the Company believes certain Caterpillar dealers are waiting to place orders until any other non-Caterpillar Posi-Track dealers are no longer carrying the Company's products in that Caterpillar dealer's trade area. The Company is working with these dealers to provide a smooth transition to the Caterpillar dealer network. The Company believes the slow-down in sales is temporary and expects the order level to increase as additional Caterpillar dealers receive training and begin carrying the Posi-Track models. Although the Company has been working closely with Caterpillar to introduce the Posi-Track products to North American Caterpillar dealers as quickly as possible, the Company may experience a decrease in its sales volume while the Company proceeds through this transitional period with Caterpillar. In connection with the election of certain of the Company's independent dealers to no longer carry the Posi-Track product line, the Company has made arrangements with certain of these dealers to repurchase their existing inventory of Posi-Track products and transfer it to the new Caterpillar dealers. In some instances, it has been necessary for the Company to take possession of the inventory, rather than transferring it directly to the new Caterpillar dealer. In these situations, the Company will be responsible for re-marketing this inventory. The Company does not currently anticipate a material loss from the re-marketing of this inventory. As a result of the transaction, the Company's near term revenues, profitability and other financial results are expected to be lower than if the transaction were not entered into. The decline is related to a number of factors, including (i) the commission to be paid to Caterpillar for sales made to Caterpillar dealers, (ii) transition issues affecting orders from the preexisting non-Caterpillar affiliated dealers, and (iii) certain other costs of implementing the transaction and the ancillary agreements. Over the longer term, however, management believes that the Company will be able to achieve improved financial results due to the transaction, including the ancillary agreements. 8 During the second quarter of 1999, the Company amended its line of credit with its primary bank. The amended line of credit provides for borrowings up to $10,000,000 at an interest rate equal to prime minus 1/2% (7.25 percent at June 30, 1999). All other major terms and conditions remain the same. The Company believes its existing cash and marketable securities, together with cash expected to be provided by operations and available credit lines, will satisfy the Company's projected working capital needs and other cash requirements for at least the next twelve months. However, should the Company find it necessary to offer extended terms on the sale of a large percentage of its products, the Company may need to finance the related accounts receivable from these sales. The company believes it can obtain this financing, although it cannot be guaranteed. Impact of the Year 2000 Issue. The Company has established a team to assess and address the possible exposures related to the Year 2000 ("Y2K") issue. The areas under investigation include business computer systems, production equipment, vendor readiness and contingency plans. The Company does not use internally developed computer software and is therefore not anticipating major reprogramming efforts. The Company's primary financial and operational system has been assessed and is certified Y2K compliant. There are several ancillary applications that may not currently be Y2K compliant, but the Company expects it will be able to purchase Y2K compliant versions by late-calendar 1999, the cost of which is not expected to be material. The majority of the Company's personal computers are currently Y2K compliant. Those computers that may not currently be Y2K compliant are planned to be replaced as part of the Company's technology update strategy. None of these replacements have been accelerated in response to the Y2K issue and are not anticipated to have a material effect on the Company's consolidated financial statements. Equipment used for production or quality control does not use dates to control operations. The costs of this examination to date have been expensed as incurred and have totaled less than $5,000. The Company has mailed questionnaires to its significant vendors to determine the extent to which the Company may be vulnerable to those third parties' failure to remediate their own Y2K issues. The Company is currently reviewing the responses to the returned questionnaires and will be developing a contingency plan once it has completed its assessment of significant vendor compliance. A contingency plan, if needed, will be developed during the second half of 1999 to minimize the Company's exposure to work slowdowns or business disruptions. In the event any vendors are not Y2K compliant, the Company may seek new vendors to meet its production needs. Any costs that may be incurred by the Company that are related to external systems Y2K issues are unknown at this time (other than immaterial costs of the questionnaire itself). However, management expects that after reviewing and evaluating the responses to the survey, it will be able to complete an assessment of its Y2K exposure and estimate the costs associated with resolving any Y2K issues. The Company's most significant year 2000 risk relates to year 2000 compliance of the Company's suppliers and customers, particularly because the Company is dependent on third party suppliers for certain components of its products. The Company is in the process of identifying year 2000 issues of key third parties which could impact it. There can be no assurance that the year 2000 issue will be properly addressed by customers, vendors and other third parties. The efforts of third parties are not within the Company's control, and their failure to remedy year 2000 issues successfully could result in business disruption, loss of revenue and increased operating cost. Although the Company does not at this time expect a significant impact on its consolidated financial position, results of operations and cash flows, the assessment has not been completed and there can be no assurance that the systems of other companies will be converted on a timely basis and will not have a corresponding adverse effect on the Company. The statements set forth above under "Liquidity and Capital Resources" in this Form 10-Q which are not historical facts are forward-looking statements including the statements regarding the Company's expected revenue, profitability and other financial results in 1999 and beyond, the Company's capital needs and the impact of and the Company's plans with respect to the year 2000. These forward-looking statements involve risks and uncertainties, many of which are outside the Company's control and, accordingly, actual results may differ materially. Factors that might cause such a difference include, but are not limited to, lack of market acceptance of new or existing products, inability to attract new dealers for the Company's products, unexpected delays in obtaining raw materials, unexpected delays in the manufacturing process, unexpected additional expenses or operating losses, the activities of competitors or the failure of the Company or third parties to adequately address issues relating to the year 2000. Additional factors include the Company's ability to realize the anticipated benefits from the relationship with Caterpillar and the factors set forth in the Risk Factors filed as Exhibit 99 to this Current Report on Form 10- Q. Any forward-looking statements provided from time-to-time by the Company represent only management's then-best current estimate of future results or trends. 9 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company has no history of, and does not anticipate in the future, investing in derivative financial instruments, derivative commodity instruments or other such financial instruments. Transactions with international customers are entered into in US dollars, precluding the need for foreign currency hedges. Additionally, the Company invests in money market funds and fixed rate U.S. government and corporate obligations, which experience minimal volatility. Thus, the exposure to market risk is not material. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The annual meeting of shareholders of A.S.V., Inc. was held on June 4, 1999. Matters submitted at the meeting for vote by the shareholders were as follows: (a) Election of Directors. The following directors were elected at the Annual Meeting, each with the following votes:
For Against --------- ------- Philip C. Smaby 9,177,187 14,216 Gary D. Lemke 9,182,567 8,836 Edgar E. Hetteen 9,182,567 8,836 Jerome T. Miner 9,175,028 16,375 Karlin S. Symons 9,181,917 9,486 Leland T. Lynch 9,180,317 11,086 James H. Dahl 9,182,567 8,836 R. E. "Teddy" Turner, IV 9,180,317 11,086 Richard A. Benson 9,182,367 9,036 Richard A. Cooper 9,182,367 9,036
(d) Ratification of Appointment of Independent Public Accountants. Shareholders ratified the appointment of Grant Thornton LLP as the Company's independent public accountants for the fiscal year ending December 31, 1999, with a vote of 9,183,460 votes for, 5,550 votes against and 2,393 shares abstaining. ITEM 5. OTHER INFORMATION None 10 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit Number Description - ------ ----------- 3.1 Second Restated Articles of Incorporation of the Company (a) 3.1a Amendment to Second Restated Articles of Incorporation of the Company filed January 6, 1997 (e) 3.1b Amendment to Second Restated Articles of Incorporation of the Company filed May 4, 1998 (h) 3.2 Bylaws of the Company (a) 4.1 Specimen form of the Company's Common Stock Certificate (a) 4.3 * 1994 Long-Term Incentive and Stock Option Plan (a) 4.4 Warrant issued to Leo Partners, Inc. on December 1, 1996 (d) 4.5 * 1996 Incentive and Stock Option Plan (e) 4.6 * 1996 Incentive and Stock Option Plan, as amended (f) 4.7 * 1998 Non-Employee Director Stock Option Plan (f) 4.8 Securities Purchase Agreement dated October 14, 1998 between Caterpillar Inc. and the Company (h) 4.9 Warrant issued to Caterpillar Inc. on January 29, 1999 (i) 4.10 Option Certificate dated as of October 14, 1998 between Caterpillar Inc. and the Company (h) 4.11 Voting Agreement dated as of October 14, 1998 by certain shareholders of the Company and Caterpillar Inc. (h) 10.1 Development Agreement dated July 14, 1994 among the Iron Range Resources and Rehabilitation Board ("IRRRB"), the Grand Rapids Economic Development Agency ("EDA") and the Company (b) 10.2 Lease and Option Agreement dated July 14, 1994 between the EDA and the Company (b) 10.3 Option Agreement dated July 14, 1994 between the EDA and the Company (b) 10.4 Supplemental Lease Agreement dated April 18, 1997 between the EDA and the Company (e) 10.5 Supplemental Development Agreement dated April 18, 1997 between the EDA and the Company (e) 10.6 Line of Credit dated May 22, 1997 between Norwest Bank Minnesota North, N.A. and the Company (e) 10.7 * Employment Agreement dated October 17, 1994 between the Company and Thomas R. Karges (c) 10.8 Consulting Agreement between the Company and Leo Partners, Inc. dated December 1, 1996 (d) 10.9 Extension of Lease Agreement dated May 13, 1998 between the EDA and the Company (g) 10.10 First Amendment to Credit Agreement dated September 30, 1998 between Norwest Bank Minnesota North, N.A. and the Company (g) 10.11 Commercial Alliance Agreement dated October 14, 1998 between Caterpillar Inc. and the Company (h) 11 10.12 Management Services Agreement dated January 29, 1999 between Caterpillar Inc. and the Company (j) 10.13 Marketing Agreement dated January 29, 1999 between Caterpillar Inc. and the Company (j) 10.14 Third Amendment to Credit Agreement dated June 9, 1999 between Norwest Bank Minnesota North, N.A. and the Company 11 Statement re: Computation of Per Share Earnings 22 List of Subsidiaries (a) 27 Financial Data Schedule for the six months ended June 30, 1999 99 Risk Factors - ------------------------- (a) Incorporated by reference to the Company's Registration Statement on Form SB-2 (File No. 33-61284C) filed July 7, 1994. (b) Incorporated by reference to the Company's Post-Effective Amendment No. 1 to Registration Statement on Form SB-2 (File No. 33-61284C) filed August 3, 1994. (c) Incorporated by reference to the Company's Quarterly Report on Form 10-QSB for the quarter ended September 30, 1994 (File No. 33-61284C) filed November 11, 1994. (d) Incorporated by reference to the Company's Annual Report on Form 10-KSB for the year ended December 31, 1996 (File No. 0-25620) filed electronically March 28, 1997. (e) Incorporated by reference to the Company's Quarterly Report on Form 10-QSB for the quarter ended June 30, 1997 (File No. 0- 25620) filed electronically August 13, 1997. (f) Incorporated by reference to the Company's Definitive Proxy Statement for the year ended December 31, 1997 (File No. 0-25620) filed electronically April 28, 1998. (g) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 (File No. 0-25620) filed electronically August 12, 1998. (h) Incorporated by reference to the Company's Current Report on Form 8-K (File No. 0-25620) filed electronically October 27, 1998. (i) Incorporated by reference to the Company's Current Report on Form 8-K (File No. 0-25620) filed electronically February 11, 1999. (j) Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 0-25620) filed electronically March 26, 1999. * Indicates management contract or compensation plan or arrangement. (b) Reports on Form 8-K No reports on Form 8-K were filed during the quarter ended June 30, 1999. 12 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: August 9, 1999 By /s/ Gary Lemke --------------------------- Gary Lemke President Dated: August 9, 1999 By /s/ Thomas R. Karges --------------------------- Thomas R. Karges Chief Financial Officer (principal financial and accounting officer) 13 EXHIBIT INDEX
Exhibit Method of Filing - ------- --------------------- 10.16 Third Amendment to Credit Agreement Filed herewith electronically 11 Statement re: Computation of Per Share Earnings Filed herewith electronically 27 Financial Data Schedule Filed herewith electronically 99 Risk Factors Filed herewith electronically
14 EX-10.16 2 THIRD AMENDMENT TO CREDIT AGREEMENT Exhibit 10.16 Norwest Bank Minnesota North, National Association Third Amendment to Credit Agreement - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the "Third Amendment") is dated as of the 9th day of June, 1999, and is by and between A.S.V., Inc. (the "Borrower") --- ---- ---- and Norwest Bank Minnesota North, National Association, a national banking association (the "Bank"). REFERENCE IS HEREBY MADE to that certain Credit Agreement dated May 22, 1997 (the "Agreement") whereby Bank agreed to provide a Two Million and 00/100 Dollars ($2,000,000.00) line of credit to be used for working capital with a Line Expiration Date of June 1, 1998. WHEREAS, the Borrower has requested the Bank to extend the maturity date of its credit line and increase said credit line to $10,000,000.00; and, WHEREAS, the Bank is willing to grant the Borrower's requests, subject to the provisions of this Amendment; NOW, THEREFORE, the Bank and the Borrower agree as follows: 1. All references in the Agreement to the Two Million Dollars ($2,000,000.00) are hereby amended to Ten Million Dollars ($10,000,000.00). 2. All references in the Agreement to the Line Expiration Date of June 1, 1998 are hereby amended to on the earlier of DEMAND or June 1, 2000. 3. The Commitment Fee shall be paid quarterly beginning August 31, 1999. 4. Page 4, Covenants, 1. Financial Information and Reporting, the sections labeled Interim Financial Statements, Borrowing Base Certificate, Accounts ---------------------------- -------------------------- -------- Receivable Aging, Accounts Payable Aging, and Inventory List of the ---------------- ---------------------- -------------- Agreement are hereby amended by adding the following after the sentence "Provide the Bank within 20 days of each month end,":only if the Borrower has an outstanding balance on the Line of Credit, 5. Page 6, Tangible Net Worth, of the Agreement is amended in its entirety as follows: Maintain a minimum Tangible Net Worth of at least $30,000,000.00 as of the end of each fiscal year. THE BORROWER hereby represents and warrants to the Bank as follows: A. The Agreement constitutes a valid, legal and binding obligation owed by the Borrower to the Bank, subject to no counterclaim, defense, offset, abatements or recoupment. B. As of the date of the Amendment, (i) all of the representations and warranties contained in the Agreement are true and (ii) there exists no Event of Default and no event which, with the giving of notice or the passage of time, or both, could become an Event of Default. 15 C. The execution, delivery and performance of this Amendment by the Borrower are within its corporate powers, have been duly authorized, and are not in contravention of law or the terms of the Borrower's Articles of Incorporation or by-laws, or of any undertaking to which the Borrower is a party or by which it is bound. D. Except as modified by the Amendment, the Agreement remains unchanged and in full force and effect. IN WITNESS WHEREOF, the Borrower and the Bank have executed this Amendment as of the date first written above. A.S.V., Inc. NORWEST BANK MINNESOTA NORTH, NATIONAL ASSOCIATION By:/s/ Thomas R. Karges By: /s/ Gerald K. Johnson --------------------- --------------------- Its CFO Its Vice President 16 EX-11 3 STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS A.S.V., Inc. and Subsidiary Exhibit 11 - Computation of Earnings per Share
Three Months Ended Six Months Ended June 30, June 30, -------- -------- Basic 1999 1998 1999 1998 ---- ---- ---- ---- Earnings Net income $ 688,695 $ 927,079 $1,337,642 $1,718,917 =========== ========== ========== ========== Shares Weighted average number of common shares outstanding 9,662,264 7,538,225 9,488,210 7,533,479 ========= ========== ========== ========== Basic earnings per common share $ .07 $ .12 $ .14 $ .23 =========== ========== ========== ========== Diluted Earnings Net income $ 688,695 $ 927,079 $1,337,642 $1,718,917 Add after-tax interest expense applicable to 6.5% convertible debentures -- 50,781 -- 101,562 ---------- --------- --------- --------- Net income applicable to common stock $ 688,695 $ 977,860 $1,337,642 $1,820,479 =========== ========= ========== ========== Shares Weighted average number of common shares outstanding 9,662,264 7,538,225 9,488,210 7,533,479 Assuming exercise of options and warrants reduced by the number of shares which could have been purchased with the proceeds from the exercise of such options and warrants 419,398 811,702 392,565 759,916 Assuming conversion of 6.5% convertible debentures -- 681,818 -- 681,818 ---------- --------- --------- --------- Weighted average number of common and common equivalent shares outstanding 10,081,662 9,031,745 9,880,775 8,975,213 ========== ========= ========= ========= Diluted earnings per common share $ .07 $ .11 $ .14 $ .20 =========== ========== ========== ==========
EX-27 4 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF EARNINGS FOUND ON PAGES 2 AND 3 OF THE COMPANY'S FORM 10-Q FOR THE SIX MONTHS ENDED JUNE 30, 1999, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 6-MOS DEC-31-1998 JAN-01-1999 JUN-30-1999 58,922 2,749,164 6,693,235 40,000 30,511,759 40,894,961 5,744,241 1,044,548 45,594,654 4,506,078 2,235,736 0 0 96,735 38,756,105 45,594,654 17,526,818 17,526,818 12,870,863 12,870,863 2,629,042 0 126,132 2,047,642 710,000 1,337,642 0 0 0 1,337,642 0.14 0.14
EX-99 5 RISK FACTORS Exhibit 99 RISK FACTORS Forward-looking statements made by A.S.V., Inc. (the "Company") constitute the Company's current expectations or beliefs concerning future events. Any forward-looking statements made by the Company are qualified by important factors that could cause actual results to differ materially from those projected in the forward-looking statements. Important factors which may cause actual results to differ from those projected in forward-looking statements include the factors set forth herein. Relationship with Caterpillar Inc. In January 1999, Caterpillar Inc. ("Caterpillar") purchased 1,000,000 shares of the Company's Common Stock and a warrant to purchase an additional 10,267,127 shares of the Company's Common Stock (the "Warrant"). In connection with the purchase of the Common Stock and the Warrant, the Company and Caterpillar entered into several agreements, including a Commercial Alliance Agreement, a Marketing Agreement and a Management Services Agreement. These agreements contemplate that the Company and Caterpillar will also enter into several additional agreements, including a Trademark and Trade Dress License Agreement, Supply Agreements, a Services Agreement, a Technology License Agreement and a Joint Venture Agreement (these agreements, the Commercial Alliance Agreement, the Marketing Agreement and the Management Services Agreement are collectively referred to as the "Commercial Agreements"). Dependence on Caterpillar Dealer Network. In connection with the transaction with Caterpillar, the Company intends to shift from an independent dealer network to selling its products primarily through the Caterpillar dealer network. As a result, the Company is in the process of terminating its relationship with certain of its non-Caterpillar dealers and is meeting with new Caterpillar dealers in an effort to sign these dealers up as dealers for the Company's products. The Company expects that the vast majority of its sales in the future will be to Caterpillar dealers. Therefore, the Company will be dependent upon the cooperation of Caterpillar and the Caterpillar dealers to sell its products. There can be no assurance that the Caterpillar dealers will dedicate adequate resources or attention to the sale of the Company's products or that Caterpillar will continue to encourage its dealers to promote the Company's products. If Caterpillar stopped promoting the Company's products to its dealers or Caterpillar dealers did not adequately promote the sale of the Company's products, the Company's revenue would be decreased and its business would be harmed. Dependence Upon Success of Relationship With Caterpillar. As a result of the transactions with Caterpillar, including the transaction contemplated by the Commercial Agreements, the Company intends to increasingly rely on services provided by or through Caterpillar for the operation of its business, including marketing, management, financing, development, warranty and parts services. As a result, the Company will become increasingly dependent upon the cooperation of Caterpillar for the operation of its business. Although Caterpillar is obligated under the terms of the Commercial Agreements to provide certain services to the Company, the specific obligations of Caterpillar under those agreements are not explicitly defined. Therefore, if Caterpillar chose not to cooperate with the Company in providing those services, it may be impractical for the Company to require Caterpillar to provide any such services to the extent necessary to be beneficial to the Company. If Caterpillar were to decide not to actively support the Company and to cooperate with the Company to provide it services, the Company's business would be materially harmed. Ability of Caterpillar to Influence or Control the Company. Caterpillar owns approximately 10% of the outstanding shares of Common Stock (approximately 8% assuming the exercise of all outstanding options and warrants), and has the right to acquire up to approximately 51% of the Company's Common Stock (assuming the exercise of all outstanding options and warrants) upon exercise in full of the Warrant. As a result, Caterpillar has the ability to influence the business and operations of the Company to a significant extent, and has the ability to greatly influence any vote of the shareholders, including votes concerning the election of directors and changes in control. In addition, to the extent Caterpillar acquires a controlling interest in the Company through the exercise of the Warrant, other purchases of Common Stock, or otherwise, Caterpillar will have the ability to control the outcome of any such shareholder votes regardless of the votes of any other shareholder, including any such vote relating to the acquisition of the remaining interest in the Company by Caterpillar. Therefore, Caterpillar may be in a position to control the timing and the terms upon which any such acquisition or other business combination involving the Company may occur, subject to the fiduciary duties it might have as a majority shareholder to the remaining shareholders. In addition to its rights as a shareholder to influence or control the Company, Caterpillar has certain rights under the Securities Purchase Agreement 18 between the Company and Caterpillar dated October 14, 1998, including the right to designate directors for election to the Board of Directors and a right of first offer with respect to future financings by the Company, which increase Caterpillar's ability to influence and control the Company. Management of Growth The Company's management has had limited experience in managing companies experiencing growth like that of the Company. Further growth and expansion of the Company's business will place additional demands upon the Company's current management and other resources. The Company believes that future growth and success depends to a significant extent on the Company's ability to be able to effectively manage growth of the Company in several areas, including, but not limited to: (i) production facility expansion/construction; (ii) entrance to new geographic and use markets; (iii) international sales, service and production; and (iv) employee and management development. No assurance can be given that the Company's business will grow in the future and that the Company will be able to effectively manage such growth. If the Company is unable to manage growth effectively, the Company's business, results of operations and financial condition would be materially adversely affected. Market Acceptance of Rubber Track Vehicles The success of the Company is dependent upon increasing market acceptance of rubber track vehicles in the markets in which the Company's products compete. Most small to medium sized tractor-type vehicles in competition with the Posi- Track are wheeled vehicles and most track-driven vehicles are designed for specific limited tasks. The market for rubber track vehicles is relatively new and there can be no assurance that the Company's products will gain sufficient market acceptance to enable the Company to sustain profitable operations. Development of New Products The Company intends to increase its market penetration by developing and marketing new rubber-tracked vehicles. There can be no assurance that the Company will be able to successfully develop the new products, or that any new products developed by the Company will gain market acceptance. Future Capital Needs; Uncertainty of Additional Funding The Company anticipates that it will require additional financing in order to expand its business, including capital to expand its current marketing efforts, expand its production facilities, purchase capital equipment, increase inventory and accounts receivable and add to its dealer network. Such financing may be obtained through the exercise of the Warrant held by Caterpillar or through additional equity or debt financings. Such financing may not be available when needed or on terms acceptable to the Company. Moreover, any additional equity financings may be dilutive to existing shareholders, and any debt financing may involve restrictive covenants. An inability to raise expansion funds when needed will likely require the Company to delay or scale back some of its planned market expansion activities. Competition Companies whose products compete in the same markets as the Posi-Track and Track Truck have substantially more financial, production and other resources than the Company, as well as established reputations within the industry and more extensive dealer networks. Also, the growth potential of the markets being pursued by the Company could attract more competitors. There can be no assurance that the Company will be able to compete effectively in the marketplace or that it will be able to establish a significantly dominant position in the marketplace before its potential competitors are able to develop similar products. Dependence on Certain Supplies Certain of the components included in the Company's products are obtained from a single supplier or a limited number of suppliers. The rubber track component of the Company's products is manufactured in Canada by a single supplier. Disruption or termination of supplier relationships could have a material adverse effect on the Company's operations. The Company believes that alternative sources could be obtained, if necessary, but the inability to obtain sufficient quantities of the components or the need to develop alternative sources, if and as required in the future, could 19 result in delays or reductions in product shipments which in turn may have an adverse effect on the Company's operating results and customer relationships. Industry Conditions; Cyclicality; Seasonality The construction and farm equipment industries, in which the Posi-Track competes, have historically been cyclical. Sales of construction and agricultural equipment are generally affected by the level of activity in the construction and agricultural industries including farm production and demand, weather conditions, interest rates and construction levels (especially housing starts). In addition, the demand for the Company's products may be affected by the seasonal nature of the activities in which they are used. Dependence on Key Personnel The Company's future success depends to a significant extent upon the continued service of certain key personnel, including its President, Gary D. Lemke. The loss of the services of any key member of the Company's management could have a material adverse effect on the Company's ability to achieve its objectives. The Company has key-person life insurance on the life of Mr. Lemke. Risk of Product Liability; Product Liability Insurance Like most manufacturing companies, the Company may be subject to significant claims for product liability and may have difficulty in obtaining product liability insurance or be forced to pay high premiums. The Company currently has product liability insurance and has not been subject to material claims for product liability. There can be no assurance that the Company will be able to obtain adequate insurance in the future or that the Company's present or future insurance would prove adequate to cover potential product claims. Intellectual Property and Proprietary Rights The Company currently holds one patent on certain aspects of the steering mechanism used in certain of the Company's products and has filed an additional patent application. There can be no assurance that the patent will be granted or that patents under any future applications will be issued, or that the scope of the current or any future patent will exclude competitors or provide competitive advantages to the Company, that any of the Company's patents will be held valid if subsequently challenged or that others will not claim rights in or ownership to the patents and other proprietary rights held by the Company. Furthermore, there can be no assurance that others have not developed or will not develop similar products, duplicate any of the Company's products or design around such patents. Litigation, which could result in substantial cost to and diversion of effort by the Company, may be necessary to enforce patents issued to the Company, to defend the Company against claimed infringement of the rights of others or to determine the ownership, scope or validity of the proprietary rights of the Company and others. Dependence On Sole Manufacturing Facility The Company's products are manufactured exclusively at its sole manufacturing facility in Grand Rapids, Minnesota. In the event that the manufacturing facility were to be damaged or destroyed or become otherwise inoperable, the Company would be unable to manufacture its products for sale until the facility were either repaired or replaced, either of which could take a considerable period of time. Although the Company maintains business interruption insurance, there can be no assurance that such insurance would adequately compensate the Company for the losses it would sustain in the event that its manufacturing facility were unavailable for any reason. Regulation The operations, products and properties of the Company are subject to environmental and safety regulations by governmental authorities. The Company may be liable under environmental laws for waste disposal and releases into the environment. In addition, the Company's products are subject to regulations regarding emissions and other environmental and safety requirements. While the Company believes that compliance with existing and proposed environmental and safety regulations will not have a material adverse effect on the financial condition or results of operations of the Company, there can be no assurance that future regulations or the cost of complying with existing regulations will not exceed current estimates. 20 Year 2000 Risks Year 2000 issues exist when computer systems and applications fail to recognize date information correctly when the year changes to 2000. If those computer programs are not corrected, many computer systems could fail or create erroneous results. The Company's most significant year 2000 risk relates to year 2000 compliance of the Company's suppliers and customers, particularly because the Company is dependent on third party suppliers for certain components of its products. The Company is in the process of identifying year 2000 issues of key third parties which could impact it. There can be no assurance that the year 2000 issue will be properly addressed by customers, vendors and other third parties. The efforts of third parties are not within the Company's control, and their failure to remedy year 2000 issues successfully could result in business disruption, loss of revenue and increased operating cost. 21 -----END PRIVACY-ENHANCED MESSAGE-----