Document/ExhibitDescriptionPagesSize 1: 10-Q Quarterly Report HTML 188K
2: EX-10.3 Registration Rights Agreement HTML 74K
3: EX-10.4 Commercial Alliance Agreement HTML 70K
4: EX-11 Statement Re: Computation of Per Share Earnings HTML 16K
5: EX-31.1 Certification of CEO Pursuant to Section 302 HTML 12K
6: EX-31.2 Certification of CFO Pursuant to Section 302 HTML 12K
7: EX-32.1 Certification of CEO Pursuant to Section 906 HTML 8K
8: EX-32.2 Certification of CFO Pursuant to Section 906 HTML 8K
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark 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. þ Yes o No
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Exchange Act). þ Yes o No
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). o Yes þ No
As of October 28, 2005, 26,865,548 shares of the issuer’s Common Stock were issued and
outstanding.
ITEMS
OMITTED PURSUANT TO RULE 12b-25
Pursuant
to Rule 12b-25 of the Securities Exchange Act of 1934, as
amended, Exhibit 10.2 has been omitted from Part II, Item 6 of this
Form 10-Q and will be filed with a Form 10-Q/A within five
calendar days following the due date of this Form 10-Q.
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:
Principles of Consolidation
The consolidated financial statements include the accounts of A.S.V., Inc. (ASV or the
Company) and its wholly-owned subsidiaries. All intercompany accounts and transactions have been
eliminated in consolidation.
Revenue Recognition
ASV 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 is 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, revision to
the warranty liability may be required.
Changes in the Company’s warranty liability are as follows:
Certain 2004 balance sheet amounts have been reclassified to conform with the 2005 financial
statement presentation, with no effect on previously reported operating results.
A.S.V., INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
(UNAUDITED)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Stock-Based Compensation
At September 30, 2005, the Company had three stock-based compensation plans. The Company
accounts for those plans under the recognition and measurement principles of Accounting Principles
Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations.
No stock-based employee compensation cost is reflected in net earnings, as all options granted
under those plans had an exercise price equal to the market value of the underlying common stock on
the date of grant.
The following table illustrates the effect on net earnings and earnings per share if the
Company had applied the fair value recognition provisions of FASB Statement No. 123, Accounting for
Stock-Based Compensation. The weighted average fair values of the options granted during the nine
months ended September 30, 2005 and 2004 were $17.46 and $17.79, 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 grants during the nine months ended
September 30, 2005 and 2004, respectively: zero dividend yield; expected volatility of 39.45% and
52.1%, risk-free interest rate of 4.09% and 3.78% and expected lives of 6.05 and 6.92 years.
On October 1, 2004, ASV acquired 100% of the outstanding common stock of Loegering Mfg. Inc.
The results of Loegering’s operations have been included in the consolidated financial statements
since that date. Loegering is a provider of traction products and attachments for the skid-steer
industry.
A.S.V., INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
(UNAUDITED)
NOTE 3. ACQUISITION OF LOEGERING MFG. INC. (Continued)
The aggregate purchase price was $18.23 million, consisting of $3.48 million in cash and
approximately 430,000 shares of ASV common stock valued at $14.75 million. The value of the common
shares issued was determined based on the average closing market price for the 15-day period prior
to October 1, 2004. In a related transaction, ASV acquired real property representing Loegering’s
manufacturing facility from Loegering affiliates for $1.57 million.
NOTE 4. SUPPLY AGREEMENT WITH CATERPILLAR INC.
On September 29, 2005 ASV signed a five-year Supply Agreement with Caterpillar Inc.
(Caterpillar), effective November 1, 2005. The Supply Agreement replaces the Alliance Agreement,
which expired October 31, 2005. Under the Supply Agreement, Caterpillar will purchase 100% of its
undercarriage and original equipment manufacturer service parts requirements for current and
specified future Caterpillar Multi-Terrain Loaders (MTLs,) as defined, from ASV. ASV will continue
to be allowed to sell its rubber track undercarriages to other equipment manufacturers for machines
that do not compete with Caterpillar’s MTLs and ASV will continue to utilize Caterpillar components
in the manufacture of its products. The Supply Agreement commenced on November 1, 2005 and will
continue through November 1, 2010. The Supply Agreement will automatically renew for successive
one-year renewal terms unless either party provides at least six months prior written notice of
termination.
NOTE 5. NEW ACCOUNTING PRONOUNCEMENTS
SFAS 123 (Revised 2004), Share-Based Payment
This revision to Statement No. 123, Accounting for Stock-Based Compensation, requires the fair
value of all share-based payment transactions be recognized in the financial statements. SFAS 123
(Revised 2004) establishes fair value as the measurement objective in accounting for share-based
payment arrangements and requires all entities to apply a fair-value-based measurement method in
accounting for share-based payment transactions with employees, except for equity instruments held
by employee share ownership plans. This Statement is effective for the Company beginning January1, 2006. The Company anticipates the effect of adopting this Statement could be material, but the
impact on its diluted earnings per share for the year ended December 31, 2006 for those outstanding
share-based payment transactions has not been completed.
SFAS 151, Inventory Costs
This Statement requires the accounting for idle facility expense, freight, handling costs and
wasted material be recognized as current period charges. This Statement also requires that
allocation of fixed production overheads to the costs of conversion be based on the normal capacity
of the production facilities. This Statement is effective for the Company beginning January 1,2006. Management does not believe the adoption of this pronouncement will have a material effect
on the Company.
NOTE 6. INCOME TAXES
On October 22, 2004, Congress passed the American Jobs Creation Act of 2004 (the Act). The
Act provides a deduction for income from qualified domestic production activities, which will be
phased in from 2005 through 2010, as well as other tax implications. The domestic production
deduction will be accounted for as a special deduction, and as such, will have no effect on
deferred tax assets and liabilities existing at the date of enactment. The Company has not
computed what impact this Act will have on future earnings, as final implementation information has
only recently become available.
NOTE 7. STOCK SPLIT
On August 25, 2005, the Company completed a two-for-one stock split. All share data
information has been restated to reflect the stock split.
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’s Multi Terrain Loaders (MTL). ASV’s products are able to
traverse nearly any terrain with minimal damage to the ground, making it effective in industries
such as construction, landscaping and agriculture. ASV distributes its products through an
independent dealer network in the United States, Canada, Australia, New Zealand and Portugal. The
undercarriages sold to Caterpillar are incorporated by Caterpillar in their MTL products and sold
exclusively through the Caterpillar dealer network, primarily in North America.
ASV experienced a significant increase in sales in the nine months ended September 30, 2005
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. In addition, the number of dealers selling the Company’s
R-Series Posi-Track product line has increased over the past few years.
•
The current low interest rate environment has provided for easier financing by
end users.
•
The Company’s results of operations for the nine months ended September 30, 2005
include sales of $18.6 million from Loegering Mfg. Inc. (Loegering). On October 4,2004, ASV closed on its acquisition of Loegering 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.
•
The Company believes its sales for the third quarter of 2005 were benefited by
approximately $5-6 million of sales to customers in areas of the United States
affected by Hurricanes Katrina and Rita.
Critical Accounting Policies
The following discussion and analysis of the Company’s financial condition and results of
operations is based upon its consolidated financial statements, which have been prepared in
accordance with US GAAP. The preparation of these financial statements requires management to make
estimates and judgments that affect the reported amounts of assets, liabilities and expenses, and
related disclosures. On an on-going basis, management evaluates its estimates and judgments,
including those related to accounts receivable, inventories and warranty obligations. By their
nature, these estimates and judgments are subject to an inherent degree of uncertainty. Management
bases its estimates and judgments on historical experience, observance of trends in the industry,
information provided by customers and other outside sources and on various other factors that are
believed to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different assumptions or
conditions.
Management believes the following critical accounting policies, among others, affect its more
significant judgments and estimates used in the preparation of the Company’s consolidated financial
statements.
Revenue Recognition and Accounts Receivable. Revenue is recognized when persuasive evidence of
an arrangement exists, delivery has occurred, the price is fixed or determinable and collectibility
is reasonably assured. The Company has determined that the time of shipment is the most appropriate
point to recognize revenue as the risk of loss passes to the customer when placed with a carrier
for delivery (i.e., upon shipment). Any post-sale obligations on the part of ASV, consisting
primarily of warranty obligations, are estimated and accrued for at the time of shipment. 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. The Company provides limited warranties to purchasers of its products which vary
by product. The warranties generally cover defects in materials and workmanship for one year from
the delivery date to the first end user. The rubber tracks used on the Company’s products carry a
pro-rated warranty up to 1,500 hours of usage. 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.
Income Taxes. The Company records income taxes using an asset and liability approach that
requires the recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been recognized in the Company’s financial statements or tax
returns. A valuation allowance is established when management determines it is more likely than not
that a deferred tax asset is not realizable in the foreseeable future.
Stock-Based Compensation. The Company accounts for employee stock-based compensation under the
“intrinsic value” method prescribed in APB Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations, as opposed to the “fair value” method prescribed by
Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based
Compensation. Pursuant to the provisions of APB 25, the Company generally does not record an
expense for the value of stock-based awards granted to employees.
The FASB issued an amendment to SFAS No. 123, Share-Based Payment, (SFAS No. 123R), which will
be effective for public companies in periods beginning after December 15, 2005. We are required to
implement the proposed standard no later than the quarter that begins January 1, 2006. SFAS No.
123R eliminates the ability to account for share-based compensation transactions using APB Opinion
No. 25, and generally would require instead that such transactions be accounted for using a
fair-value-based method. Companies are required to recognize an expense for compensation cost
related to share-based payment arrangements including stock options and employee stock purchase
plans. The Company anticipates the effect of adopting this Statement could be material, but the
impact on its diluted earnings per share for the year ended December 31, 2006 for those share-based
payment transactions currently outstanding has not been completed.
Results of Operations
The following table sets forth certain Statement of Earnings data as a percentage of net sales:
Net Sales. For the three months ended September 30, 2005, net sales increased 70% to $69.2
million, compared with $40.6 million for the same period in 2004. This increase was primarily the
result of four factors. First, sales of the Company’s R-Series products increased 66% due to a
greater number of R-Series dealers in 2005, the addition of one new model, the RCV, which went into
production in the second quarter of 2005 and additional sales to the hurricane stricken areas in
the United States. The Company estimates hurricane related sales totaled $5-6 million for the
third quarter of 2005. Sales of R-Series products represented 45%, or $31.1 million, of the
Company’s sales in the third quarter of 2005, compared with 46%, or $18.7 million, in the third
quarter of 2004. Second, sales from Loegering, acquired in October 2004, totaled $7.3 million for
the third quarter of 2005, compared to none in the third quarter of 2004. Third, sales of service
parts doubled to $10 million in the third quarter of 2005 compared to $5 million in the third
quarter of 2004 due to the increased population of machines and undercarriages in service. Finally,
sales of the Company’s undercarriages to Caterpillar for use on its Multi-Terrain Loader (MTL)
product line increased 25% to $20.2 million for the third quarter of 2005 compared with $16.2
million for the third quarter of 2004 due to a greater demand for the MTL products.
Gross Profit. Gross profit for the three months ended September 30, 2005 increased to $17.3
million, compared with $9.3 million for the same period in 2004, and the gross profit percentage
increased to 25.0% in the third quarter of 2005 compared with 22.9% for the same period in 2004.
The increase in gross profit was due primarily to the increased sales experienced during the third
quarter of 2005. The increase in gross profit percentage was due primarily to a shift in the mix
of products sold as the Company had increased sales of R-Series Posi-Track products in the third
quarter of 2005 over the third quarter of 2004. R-Series products generally carry a higher gross
profit percentage than MTL undercarriages. The Company 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 2005. The
Company also believes the 3% price increase that was put in place for all machines ordered after
February 15, 2005 contributed to the increase in the third quarter of 2005. Also contributing to the increase in 2005 was the increase in the sale of service parts, which generally carry a higher
gross profit percentage than machines. In addition, the
inclusion of Loegering’s sales for the third quarter of 2005 helped increase the overall gross
profit percentage as Loegering’s products carry a higher gross profit percentage, on average, when
compared with ASV’s products. Offsetting these increases were steel surcharges of $1.6 million in
the third quarter of 2005, compared with $800,000 in the third quarter of 2004.
Selling, General and Administrative. Selling, general and administrative expenses increased
from $2.3 million, or 5.8% of net sales in the third quarter of 2004, to $4.3 million, or 6.2% of
net sales in the third quarter of 2005. The increase was due primarily to the inclusion of
Loegering, which does not yet experience the same degree of leverage as does ASV. In addition, the
Company had increased sales commissions from increased sales of the Company’s R-Series products,
increased advertising and promotion costs to promote the technology benefits of the Company’s
products, and the overall increase in the volume of the Company’s business.
Research and Development. Research and development expenses increased from $224,000 in the
third quarter of 2004 to $453,000 in the third quarter of 2005. The increase was due to the
on-going development of new products and additional applications of its track technology. The
Company also began the development of a smaller version of the Loegering Versatile Track System
product, which went into production in the third quarter of 2005. The Company anticipates its
future spending on research and development activities will focus on additional product offerings
and additional applications of its track technology.
Other Income (Expense). For the three months ended September 30, 2005, other income (expense)
totaled $283,000, compared with $188,000 for the third quarter of 2004. This increase was due
primarily to increased interest income from greater funds available for investment and increased
short-term interest rates in 2005. Funds increased in 2005 due to proceeds received from the
exercise of employee stock options and net earnings generated in 2005 and 2004.
Net Earnings. For the third quarter of 2005, net earnings were $8.0 million, compared with
$4.4 million for the third quarter of 2004. The increase was primarily a result of increased sales
with an increased gross profit percentage, offset in part by increased operating expenses.
Net Sales. Net sales for the nine months ended September 30, 2005 increased 59% to $179.1
million, compared with $112.7 million for the same period in 2004. This increase was primarily the
result of four factors. First, sales of the Company’s R-Series products increased 38% in the nine
months ended September 30, 2005 compared with the same period in 2004 due to the addition of one
new model, the RCV, in 2005, a greater number of R-Series dealers in 2005 and additional sales to
the hurricane stricken areas in the United States. The Company’s dealer count increased 27% to 257
dealers at September 30, 2005 compared with September 30, 2004. The Company estimates hurricane
related sales totaled $5-6 million for the third quarter of 2005. Second, sales from Loegering,
acquired in October 2004, totaled $18.6 million for the first nine months of 2005, compared to none
in 2004. Third, sales of the Company’s undercarriages to Caterpillar for use on its MTL product
line increased 44% in the nine months ended September 30, 2005 compared with the same period in
2004 due to a greater demand for the MTL products and a low comparison figure for 2004. In 2004,
the Company had lower undercarriages shipments in the first half of the year as Caterpillar changed
over its production of MTLs to a newer series in the first half of 2004, thereby limiting its
production of MTLs and its need for undercarriages. Finally, sales of service parts and other items
increased 53% in the nine months ended September 30, 2005 compared with the same period in 2004 due
to a greater number of machines and undercarriages in service.
Gross Profit. For the nine months ended September 30, 2005, gross profit increased to $43.9
million, compared with $25.6 million for the same period in 2004, and the gross profit percentage
increased from 22.7% in 2004 to 24.5% in 2005. The increase in gross profit was due primarily to
the increased sales experienced during the nine months ended September 30, 2005 as discussed above.
The increase in gross profit percentage was due primarily to a shift in the mix of products sold
as the Company had increased sales of R-Series Posi-Track products in the first nine months of 2005
over the first nine months of 2004. R-Series products generally carry a higher gross profit
percentage than MTL undercarriages. The Company 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 2005. The Company also
believes the 3% price increase that was put in place for all machines ordered after February 15,2005 contributed to the increase in 2005. Also contributing to the increase in 2005 was the increase in the sale of service parts, which generally carry a higher gross profit percentage than machines.
In addition, the inclusion of Loegering’s sales for 2005
helped increase the overall gross profit percentage as Loegering’s products carry a higher gross
profit percentage, on average, when compared with ASV’s products. Offsetting these increases were
steel surcharges of $4.1 million in the nine months ended September 30, 2005, compared with $1.5
million for the same period in 2004.
Selling, General and Administrative. For the nine months ended September 30, 2005, selling,
general and administrative expenses increased to $12.0 million, or 6.7% of net sales, compared with
$6.3 million, or 5.6% of net sales, for the same period in 2004. The increase was due primarily to
the inclusion of Loegering, which does not yet experience the same degree of leverage as does ASV.
In addition, the Company had increased advertising and promotion costs to promote the technology
benefits of the Company’s products, increased sales commissions from increased sales of the
Company’s R-Series products and the overall increase in the volume of the Company’s business.
Research and Development. Research and development expenses more than doubled to $1.3 million
for the nine months ended September 30, 2005, compared with $561,000 for the nine months ended
September 30, 2004. The increase was due to the on-going development of new products, including the
Company’s newest R-Series product, the RCV, which went into production in April 2005, and
additional applications of its track technology and the inclusion of Loegering’s operations in
2005. The Company also completed the development of a smaller version of the Loegering Versatile
Track System product, which went into production in the third quarter of 2005. The Company
anticipates its future spending on research and development activities will focus on additional
product offerings and additional applications of its track technology.
Other Income (Expense). For the nine months ended September 30, 2005, other income (expense)
was $907,000, compared with $493,000 for the same period in 2004. This increase was due primarily
to greater funds available for investment and increased short-term interest rates in 2005. Funds
increased in 2005 due to proceeds received from the exercise of employee stock options and net
earnings generated in 2005 and 2004.
Net Earnings. Net earnings were $19.7 million for the nine months ended September 30, 2005,
compared with $12.2 million for the nine months ended September 30, 2004. The increase was
primarily a result of increased sales with an increased gross profit percentage, offset in part by
increased operating expenses.
For the nine months ended September 30, 2005, the Company generated $1.2 million of cash and
cash equivalents compared with generating $14.5 million of cash and cash equivalents for the nine
months ended September 30, 2004. During the first nine months of 2005, the Company generated $5.6
million of cash from operations, as increased profitability and increased payables were offset
primarily by increased accounts receivables from increased sales and increased raw materials to
facilitate expected future production levels and parts sales. The Company used $5.8 million of cash
in investing activities during the first nine months of 2005, as the Company invested $11.0 million
to purchase equipment integral to the manufacturing of certain inventory components. This cash use
was partially offset by the redemption of certain short-term investments. In 2005, the Company
chose to eliminate the use of auction-rate securities from its investment portfolio, which were
classified as short-term investments, and replaced them with short-term tax-exempt investments,
which are classified as cash equivalents. Financing activities generated an additional $1.4
million of cash due primarily to the exercise of stock options by employees and directors.
Caterpillar Revenue Recognition/Gross Profit
Through October 31, 2005, the Company sold its undercarriages and service parts to Caterpillar
under the terms of a Commercial Alliance Agreement (Alliance Agreement). The Alliance Agreement has
been replaced, effective November 1, 2005, with a Supply Agreement as described below.
Through October 31, 2005, the Company recognized as sales its cost for the MTL undercarriages,
as defined in the Alliance Agreement between the Company and Caterpillar, plus a portion of the
anticipated gross profit that Caterpillar expected to recognize upon sale of the MTLs to
Caterpillar dealers, when the Company shipped undercarriages to Caterpillar. The gross profit
percentage that we received for two of the three undercarriages we currently sell to Caterpillar
was reduced by 33% on January 1, 2005, with the overall gross profit percentage on the sale of all
three undercarriages expected to be approximately 20% for 2005. The gross profit percentage that
we expected to receive for the third undercarriage sold to Caterpillar was scheduled to be reduced
by 33% effective January 1, 2006. Both of these reductions would reduce the amount of gross profit
we will recognize on the sale of these undercarriages to Caterpillar if the level of net sales in
2005 and 2006 were to be the same as in 2004.
Caterpillar Supply Agreement
On September 29, 2005 we signed a five-year Supply Agreement with Caterpillar, effective
November 1, 2005 (Supply Agreement). The Supply Agreement replaces the Alliance Agreement, which
expired October 31, 2005. The key terms of the Supply Agreement are as follows:
Scope:
•
Consistent with the original Alliance Agreement, Caterpillar will purchase from us
100% of its undercarriage requirements for current and specified future Caterpillar
MTLs, as defined.
•
If Caterpillar chooses to manufacture MTLs outside North America for non-North
American markets, Caterpillar will purchase from us 100% of its undercarriage
requirements for these MTLs, provided we meet the Capacity Requirements and the Local
Requirements, as defined, for the applicable geographic area.
•
Should we choose not to supply undercarriages to Caterpillar for these non-North
American sales, we would grant a royalty-bearing license to Caterpillar to use our
intellectual property to manufacture undercarriages for use on MTLs manufactured
outside North America for the non-North American markets.
•
Caterpillar will continue to purchase 100% of its requirements for proprietary
original equipment manufacturer aftermarket service parts from us.
•
We will continue to be allowed to sell our rubber track undercarriages to other
equipment manufacturers for machines that do not compete with Caterpillar’s
Multi-Terrain Loaders.
•
We will continue to utilize Caterpillar components in the manufacture of our products.
There will be no change to the current MTL undercarriage pricing through December 31, 2005.
•
Starting in 2006, we are expected to earn gross profit percentages on the sale of
our undercarriages similar to those expected, had the original Alliance Agreement with
Caterpillar been extended to 2006.
•
With the expected increased volume of service parts, we have agreed to accept a
lower gross margin on the sale of those service parts, effective November 1, 2005.
•
We anticipate the impact of the new Supply Agreement may reduce our overall gross
profit percentage for 2006 between zero and two percentage points.
The Supply Agreement will automatically renew for successive one-year renewal terms
unless either party provides at least six months prior written notice of termination.
Along with the new Supply Agreement, ASV and Caterpillar entered into a Registration Rights
Agreement that provides Caterpillar registration rights for shares of unregistered ASV common stock
it currently holds. However, so long as the Supply Agreement remains in effect, Caterpillar has
agreed not to sell or dispose of any of its ASV shares prior to January 1, 2009.
Vermeer Commercial Alliance Agreement
In September 2005, we entered into a Commercial Alliance Agreement with Vermeer Manufacturing
Inc. (Vermeer Agreement). Under the Vermeer Agreement, we will be the exclusive supplier of rubber
track undercarriages and service parts to Vermeer for use on select products in Vermeer’s line of
horizontal directional drills, utility trenchers and other products. The companies anticipate
limited production of some of these new models in late fourth quarter 2005. The term of the Vermeer
Agreement is eight years, with automatic one-year renewal periods unless either party gives the
other party at least six months written notice of termination.
Customer Note Receivable
Included in accounts receivable at September 30, 2005 is a note receivable for $774,000 from a
customer. The note bears interest at 6% and is due in monthly installments through January 2009. As
of October 28, 2005, 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 note made by a customer to a non-affiliated
finance company for payment of amounts owed to the Company by this customer. To determine the
value of the financing guarantee, the lending institution provided us with the cost of the
financing both with and without the guarantee. This differential was used to determine the amount
of the financing guarantee of $35,000. This amount was recorded 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 June 30, 2005 and December 31, 2004. The balance of
this note at September 30, 2005 was $340,000. As of October 28, 2005, the customer is current on
all amounts owed to 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.
In October 2005, the Company announced it had entered into an agreement with CIT Group Inc.
(CIT) to form ASV Capital, a private label finance program to offer wholesale and retail financing
options on the sale of ASV products. Representatives of ASV and CIT will make joint credit
decisions, with CIT retaining the risk of the credit portfolio.
New Accounting Pronouncements
SFAS 123 (Revised 2004) Share-Based Payment. This revision to Statement No. 123, Accounting
for Stock-Based Compensation, requires the fair value from all share-based payment transactions be
recognized in the financial statements. SFAS 123 (Revised 2004) establishes fair value as the
measurement objective in accounting for share-based payment arrangements and requires all entities
to apply a fair-value-based measurement method in accounting for share-based payment transactions
with employees, except for equity instruments held by employee share ownership plans. This
Statement is effective for the Company beginning January 1, 2006. The Company anticipates the
effect of adopting this Statement could be material, but the impact on its diluted earnings per
share for the year ended December 31, 2006 for those share-based payment transactions currently
outstanding has not been completed.
SFAS 151 Inventory Costs. This Statement requires the accounting for idle facility expense,
freight, handling costs and wasted material be recognized as current period charges. This Statement
also requires that allocation of fixed production overheads to the costs of conversion be based on
the normal capacity of the production facilities. This Statement is effective for the Company
beginning January 1, 2006. Management does not believe the adoption of this pronouncement will
have a material effect on the Company.
Stock Split
On August 25, 2005, the Company completed a two-for-one stock split. All share data
information has been restated to reflect the stock split.
Cash Requirements
The Company believes cash expected to be generated from operations and its existing cash, cash
equivalents and investments will satisfy the Company’s projected working capital needs and other
cash requirements for the next twelve months and the foreseeable future.
Forward-Looking Statements
The statements set forth above under “Results of Operations” and elsewhere in this Form 10-Q
regarding the effect of new accounting pronouncements, ASV’s future sales levels, gross profit
percentage, new product availability, product mix, profitability, expense levels and liquidity are
forward-looking statements based on current expectations and assumptions, and entail various risks
and uncertainties that could cause actual results to differ materially from those expressed in such
forward-looking statements. Certain factors may affect whether these anticipated events occur
including ASV’s ability to successfully manufacture the machines, unanticipated delays, costs or
other difficulties in the manufacture of the machines, 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 the other factors described below. 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.
Risk Factors
Our revenue and business would be harmed if Caterpillar ceased manufacturing and marketing
products under our Supply Agreement with Caterpillar.
Under the terms of the Supply Agreement we entered into with Caterpillar, effective November
2005, we agreed to supply Caterpillar with undercarriages to allow them to manufacture a five-model
line of Caterpillar branded rubber tracked skid steer loaders called Multi-Terrain Loaders (the
Caterpillar Machines). The term of the Supply Agreement expires October 31, 2010. These machines
utilize Caterpillar’s skid steer technology and our
rubber track undercarriage technology. All five models have been developed and are available
to all Caterpillar dealers. The Caterpillar Machines are assembled in Sanford, North Carolina, at
Caterpillar’s skid steer loader facility. The undercarriages are manufactured at our facility in
Cohasset, Minnesota.
The successful manufacturing and marketing of the Caterpillar Machines entail significant
risks as described below:
•
The development and introduction of the Caterpillar Machines were scheduled on an
aggressive timetable and there exists the possibility this timetable may not have
detected all potential issues regarding the production or function of the machines.
For example, in 2002, Caterpillar experienced production issues which caused them to
stop production of the Caterpillar Machines. As a result, we did not ship
undercarriages to Caterpillar while the production issues were resolved, resulting in
decreased revenue to us. Additional production or other issues may be experienced by
Caterpillar or us in the future, which could cause our sales of undercarriages to
Caterpillar to decrease or terminate while the issues are resolved.
•
The overall market for rubber track machines is relatively new and the benefits of
rubber track machines are not currently widely known. Caterpillar and ASV believe the
market potential for rubber track machines justifies the necessary investment in the
Caterpillar Machines. However, there is no assurance the Caterpillar Machines will
attract sufficient demand to warrant their continued production and produce the returns
anticipated by us and Caterpillar.
•
We will be relying significantly on Caterpillar for their continued interest in
manufacturing and marketing the Caterpillar Machines. Through September 30, 2005,
total sales to Caterpillar accounted for 39% of our net sales. If Caterpillar stopped
manufacturing the Caterpillar Machines, or stopped marketing the Caterpillar Machines
to its dealers or Caterpillar dealers did not adequately promote the sale of the
Caterpillar Machines, our revenue would be decreased and our business would be harmed.
•
As part of the Supply Agreement, we agreed not to knowingly sell our undercarriages
to any party who shall manufacture, or resell an undercarriage to a party who shall
manufacture, a machine that substantially competes with the Caterpillar Machines.
Caterpillar has the ability to influence or control us, which could negatively affect other
shareholders and could discourage offers by third parties to acquire us.
Caterpillar owns approximately 23.4% of the outstanding shares of our Common Stock.
Accordingly, Caterpillar has the ability to influence our business and operations to a certain
extent. In addition to its rights as a shareholder to influence us, Caterpillar has the right to
designate directors for election to the Board of Directors under the Registration Rights Agreement
between us and Caterpillar effective November 1, 2005, proportionate to its stock ownership
interest, which increases Caterpillar’s ability to influence us. Currently, one of our nine
directors has been designated by Caterpillar, despite the fact that Caterpillar would be entitled
to designate two directors, assuming a board comprised of nine directors. If Caterpillar were to
exercise its right to designate an additional director, based on its current stock ownership
interest, we anticipate that, assuming there were no vacancies on our board, we would expand the
size of our board and elect an additional director designated by Caterpillar.
Given the significant percentage of the outstanding shares of our Common Stock owned by
Caterpillar, third parties also may be discouraged from making an offer to acquire control or
ownership of us.
If Caterpillar begins selling, or is perceived to be selling, its shares of our common
stock, the market price of our Common Stock may fall.
Caterpillar owns approximately 23.4% of the outstanding shares of our Common Stock. Under the
Registration Rights Agreement with Caterpillar, we have agreed to provide Caterpillar registration
rights for shares of unregistered ASV common stock it currently holds. Caterpillar has agreed that,
so long as the Supply Agreement remains in effect, Caterpillar will not sell or dispose of any of
its ASV shares prior to January 1, 2009. However, sales by Caterpillar of substantial
amounts of our Common Stock, or the perception that such sales could take place, could negatively
affect the market price of our Common Stock. If this happens, then stockholders may face difficulty
in selling their shares and the price at which they sell their shares may be reduced.
If we are unable to manage growth effectively, our business, results of operations and
financial condition would be materially adversely affected.
Our management has had limited experience in managing companies experiencing growth like ours.
Further growth and expansion of our business will place additional demands upon our current
management and other resources. We believe that future growth and success depends to a significant
extent on our ability to be able to effectively manage our growth 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 our business will grow in the future and
that we will be able to effectively manage such growth. If we are unable to manage growth
effectively, our business, results of operations and financial condition would be materially
adversely affected.
A disruption or termination of our relationships with certain suppliers could have a
material adverse effect on our operations.
Certain of the components included in our products are obtained from a limited number of
suppliers, including the rubber track component used on our products. Disruption or termination of
supplier relationships could have a material adverse effect on our operations. We believe 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 result in delays or reductions in product shipments which in turn may have an adverse
effect on our operating results and customer relationships.
A number of our competitors have more resources and more established reputations than us.
If we do not compete effectively, our business will be harmed.
Companies whose products compete in the same markets as the R-Series Posi-Track products have
substantially more financial, production and other resources than us, as well as established
reputations within the industry and more extensive dealer networks. For the nine months ended
September 30, 2005 sales of R-Series Posi-Track products accounted for approximately 45% of our net
sales. Also, the growth potential of the markets being pursued by us could attract more
competitors. There can be no assurance that we will be able to compete effectively in the
marketplace or that we will be able to establish a significantly dominant position in the
marketplace before our potential competitors are able to develop similar products.
If our rubber track vehicles do not continue to receive market acceptance, our operating
results will be harmed.
Our success is dependent upon increasing market acceptance of rubber track vehicles in the
markets in which our 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 our products will gain sufficient market acceptance to enable us to sustain
profitable operations.
If we are not able to manage and integrate the operations of Loegering Mfg. Inc., our
operating results will be harmed.
In October 2004, we acquired all the outstanding common stock of Loegering Mfg. Inc.
(Loegering) of Casselton, North Dakota for a combination of cash and shares of our Common Stock.
We have not previously been involved in an acquisition of this nature, and there can be no
assurance that we will be able to successfully manage and integrate the operations of Loegering.
The process of integrating Loegering may be a difficult and time-consuming process. In
particular, the process of combining sales and marketing forces, consolidating administrative
functions, and coordinating product offerings can take longer, cost more, and provide fewer
benefits than initially anticipated. Management may face difficulties, delays and costs as it
works to retain customers, to minimize the risk of loss or reduction of customer orders due to the
potential for market confusion, hesitation and delay, to coordinate infrastructure operations in an
effective and efficient manner and to combine certain operations and functions using common
information and
communication systems, operating procedures, financial controls and human resource practices.
To the extent any of these events occurs, the benefits of the transaction may be reduced, at least
for a period of time.
Our business may be adversely affected if we are unable to successfully develop new products
or if new products developed are unable to gain market acceptance.
We intend to increase our market penetration by developing and marketing new rubber-tracked
vehicles and other new products. There can be no assurance that we will be able to successfully
develop the new products, or that any new products developed by us will gain market acceptance.
One of the expected benefits of the Loegering acquisition is future sales of its proprietary
Versatile Track Systemâ (VTS), which we expect to account for a majority its net
sales. If we are unable to achieve our anticipated sales of the VTS product, or if adequate
quantities of raw materials to meet the expected demand for this product are not available, the
benefits of the transaction may be reduced or delayed for a period of time. Our business may also
be adversely affected if the VTS product does not gain market acceptance as quickly as we
anticipate or at all.
A cyclical, economic downturn in the construction and farm equipment industries could
materially harm our business.
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 our products may be affected by the seasonal nature
of the activities in which they are used and by overall economic conditions in general. Therefore,
an economic downturn in the construction and farm equipment industries, which could result in part
based upon seasonal factors, could materially harm our business.
The loss of the services of any key member of our management could have a material adverse
effect on our ability to achieve our objectives.
Our future success depends to a significant extent upon the continued service of certain key
personnel, including our CEO, Gary Lemke. We have key-person life insurance on the life of Mr.
Lemke, but we do not have an employment agreement with Mr. Lemke. The loss of the services of any
key member of our management could have a material adverse effect on our ability to achieve our
objectives.
We may face product liability claims, which could result in losses in excess of our
insurance coverage or in our inability to obtain adequate insurance coverage in the future.
Like most manufacturing companies, we 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. We currently have product liability insurance and have not been subject to material
claims for product liability. However, there can be no assurance that we will be able to obtain
adequate insurance in the future or that our present or future insurance would prove adequate to
cover potential product claims.
Our business would be adversely affected if we are not able to protect our intellectual
property rights or if we get involved in litigation relating to our intellectual property
rights.
We currently hold four patents on certain aspects of the suspension and drive mechanisms used
in certain of our products. We have also filed additional patent applications. There can be no
assurance that the patents 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 us, that any of our 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 us. Furthermore, there can be no assurance that others have not developed or will not
develop similar products, duplicate any of our products or design around such patents. Litigation,
which could result in substantial cost to and diversion of effort by us, may be necessary to
enforce patents issued to us, to defend us against claimed infringement of the rights of others or
to determine the ownership, scope or validity of our and other’s proprietary rights.
We may be unable to manufacture our products if either of our manufacturing facilities is
damaged, destroyed or becomes otherwise inoperable.
Our products are manufactured exclusively at our two manufacturing facilities in Grand Rapids
and Cohasset, Minnesota and at our Loegering facility in Casselton, North Dakota. In the event
that any of these manufacturing facilities were to be damaged or destroyed or become otherwise
inoperable, we may be unable to manufacture our products for sale until the facility is either
repaired or replaced, either of which could take a considerable period of time. Although we
maintain business interruption insurance, there can be no assurance that such insurance would
adequately compensate us for the losses we would sustain in the event that our manufacturing
facilities were unavailable for any reason.
We are subject to extensive governmental regulations which are costly.
Our operations, products and properties are subject to environmental and safety regulations by
governmental authorities. We may be liable under environmental laws for waste disposal and
releases into the environment. In addition, our products are subject to regulations regarding
emissions and other environmental and safety requirements. While we believe that compliance with
existing and proposed environmental and safety regulations will not have a material adverse effect
on our financial condition or results of operations, there can be no assurance that future
regulations or the cost of complying with existing regulations will not exceed current estimates.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company’s interest income on cash equivalents and long-term investments is affected by
changes in interest rates in the United States. Cash equivalents include money market funds and
7-day variable rate demand notes which are highly liquid instruments with interest rates set every
7 days that can be tendered to the remarketer upon 7 days notice for payment of principal and
accrued interest amounts. The 7-day tender feature of these variable rate demand notes is further
supported by irrevocable letters of credit from banks. To the extent a bond is not remarketed at
par plus accrued interest, the difference is drawn from the bank’s letter of credit. The Company’s
cash and cash equivalents are held primarily in money market mutual funds and variable rate demand
notes. The Company’s long-term investments consist of highly-rated securities, including U.S.
Treasury and tax-exempt municipal obligations. Changes in interest rates have not had a material
effect on the Company, and the Company does not anticipate that future exposure to interest rate
market risk will be material.
The Company has no history of, and does not anticipate in the future, investing in
derivative financial instruments. Most transactions with international customers are entered into
in U.S. dollars, precluding the need for foreign currency cash flow hedges.
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 effective.
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.
To be filed by amendment pursuant to Rule 12b-25 of the
Securities Exchange Act of 1934.
**
Certain information contained in this document has been omitted
and filed separately accompanied by a confidential request pursuant to Rule
24b-2 of the Securities Exchange Act of 1934.
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.
To be filed by amendment pursuant to Rule 12b-25 of the
Securities Exchange Act of 1934.
**
Certain information contained in this document has been omitted
and filed separately accompanied by a confidential request pursuant to Rule
24b-2 of the Securities Exchange Act of 1934.
22
Dates Referenced Herein and Documents Incorporated by Reference