-----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, Isanl2E3UHmT+vXYsZrEyUW8nc8gdmtLxC/7GAB2xmEewHuz3iIOGakbS8Tn90p+ wWHnPJUK08aV/dDyqjfOlg== 0000950134-02-013031.txt : 20021029 0000950134-02-013031.hdr.sgml : 20021029 20021029120010 ACCESSION NUMBER: 0000950134-02-013031 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021029 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20021029 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25620 FILM NUMBER: 02800767 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 8-K 1 c72620e8vk.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2002 A.S.V., INC. (Exact name of registrant as specified in its charter) Minnesota 0-25620 41-1459569 (State or other jurisdiction of (Commission file number) (I.R.S. Employer incorporation) Identification No.) 840 Lily Lane, Grand Rapids, Minnesota 55744 (Address of principal executive offices) Registrant's telephone number, including area code: (218) 327-3434 Item 7. Financial Statements and Exhibits. c. Exhibits Exhibit Description of Exhibit 99 Press release dated October 29, 2002 Item 9. Regulation FD Disclosure. On October 29, 2002, A.S.V., Inc. ("ASV") issued a press release disclosing its financial results for the three and nine months ended September 30, 2002. In addition, the press release contained information regarding a conference call to be held October 29, 2002 during which ASV intends to discuss its financial results for the three and nine months ended September 30, 2002 and its outlook for the balance of 2002 and fiscal 2003. For additional information, see the press release included as Exhibit 99 hereto. SIGNATURE 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 hereunto duly authorized. Date: October 29, 2002 A.S.V., INC. By: /s/ Gary Lemke -------------------- Its: President ---------------- EXHIBIT INDEX
Exhibit Description of Exhibit ------- ---------------------- 99 Press release dated October 29, 2002
EX-99 3 c72620exv99.txt PRESS RELEASE DATED OCTOBER 29, 2002 Exhibit 99 For more information Jay Lemke Carmichael Lynch Spong (612) 375-8529 jlemke@clynch.com ASV Reports 3rd Quarter 2002 Results Earnings Per Share Increases from $.01 to $.05 GRAND RAPIDS, MN (October 29, 2002) - ASV, Inc. (NASDAQ: ASVI) today reported results for its third quarter ended September 30, 2002. Net sales for the third quarter of 2002 totaled $11,474,655, compared with $12,052,998 for the same period in 2001. For the three months ended September 30, 2002, operating expenses decreased 38% compared with the same period in 2001. This decrease resulted in increased net earnings for the third quarter of 2002 of $526,610, or $.05 per share, compared with $92,882, or $.01 per share, for the third quarter of 2001. For the nine months ended September 30, 2002, net sales totaled $32,366,419, compared with $39,233,875 for the same period in 2001. Offsetting the decrease in net sales was a 520 basis point increase in gross profit percentage for the nine months ended September 30, 2002 compared with the same period in 2001 and a decrease in operating expenses of approximately $916,000 in 2002 over 2001. These items resulted in net earnings of $1,174,532 for the nine months ended September 30, 2002, compared with $387,626 for the same period in 2001 and earnings per share of $.11 in 2002, compared with $.04 for 2001. "Our sales for the third quarter of 2002 reflected the nationwide slowdown in construction equipment spending by dealers," said ASV President Gary Lemke. "In addition, third quarter shipments of ASV undercarriages for use on the 267 and 277 models of Caterpillar's (NYSE: CAT) Multi-Terrain Loaders (MTL) were less than originally expected. This decrease was due to a production issue experienced by Caterpillar, which is unrelated to ASV's undercarriage. This issue has now been resolved and limited production of the affected models is expected to resume in the fourth quarter of 2002, with full production expected in the first quarter of 2003. However, Caterpillar has increased their orders for ASV undercarriages for use on the 247 and 257 model MTLs by approximately 40% since production began in the third quarter of 2002." Another area that experienced increased sales activity in the third quarter of 2002 was sales to rental equipment dealers. During the third quarter of 2002, ASV began a pilot program of marketing its machines to rental equipment dealers. Based on the success of that program ASV implemented a program in October 2002 to significantly increase its marketing effort to the rental equipment market, with its sales force concentrating heavily on rental equipment dealers. Commenting on the new program, Lemke stated, "Our success in marketing to the rental market during the third quarter of 2002 encouraged us to expand that program. We believe we have developed a very simple plan to market to the rental equipment market, a plan that makes it very easy for the rental equipment dealer to attain positive cash flow from our machines from day one." For the three months ended September 30, 2002, the Company's operating income increased over $770,000 compared with the same period in 2001. Commenting on this increase, Lemke stated, "The increase in operating income was due primarily to decreased research and development expenditures as we near the completion of the development of undercarriages for Caterpillar's MTL product line. In addition, selling, general and administrative expenses also decreased, due, in part, to lower commissions paid to Caterpillar as a greater concentration of products sold in the third quarter of 2002 were not commissionable products." During the third quarter of 2002, ASV recorded a gross profit percentage of 18.5%, up slightly from 18.3% for the third quarter of 2001, but down from the gross profit percentage experienced for the six months ended June 30, 2002 of 23.4%. This decrease was attributable to the greater concentration of undercarriages sold to Caterpillar for use on their 247 and 257 model MTLs, which carry a lower selling price and thus a lower gross profit than the undercarriages sold to Caterpillar for use on its larger MTL models. A similar sales mix is expected for the fourth quarter of 2002. The Company recently announced its expected level of net sales for the remainder of 2002 and fiscal 2003. Net sales for 2002 are projected to be in the range of $43-47 million with net earnings projected to be $.12-.16 per share on a diluted basis for 2002. The Company's outlook for fiscal 2003 includes net sales projected in the range of $55-65 million and net earnings projected in the range of $.32-.44 per share on a diluted basis. Conference Call ASV will conduct a live Webcast at 9 a.m. Central time, Tuesday, October 29th to discuss these matters. The call will be broadcast over the Internet and can be accessed either at www.vcall.com or ASV's web site, www.asvi.com, in the investor relations section under the "About ASV" tab. To listen to the call, go to either of the two Web sites at least 15 minutes prior to the call to register, download and install any needed audio software. A replay of this call will be available beginning one hour after its conclusion both telephonically and over the Internet. The telephonic replay will be available for a 24-hour period and can be accessed by dialing 800-428-6051 and entering pass code 264507. The Internet replay will be available for 90 days and can be accessed at www.vcall.com or www.asvi.com in the same manner as discussed above. About ASV ASV designs, manufactures and sells all-purpose crawlers and related accessories and attachments. With its patented Maximum Traction and Support System undercarriage, ASV leads all rubber-tracked, all-purpose crawlers in technology and innovation. 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. For more information, visit ASV's website at www.asvi.com. Note: The statements set forth above regarding ASV's future expected sales and earnings levels and its expected production dates and volumes of its undercarriages for sale to Caterpillar 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, market acceptance of the machines, continued deterioration of the general market and economic conditions, corporate developments at ASV or Caterpillar and ASV's ability to realize the anticipated benefits from its relationship with Caterpillar. Any forward-looking statements provided from time-to-time by the Company represent only management's then-best current estimate of future results or trends. Additional information regarding these risk factors and uncertainties is detailed from time to time in the Company's SEC filings, including but not limited to, its report on Form 10-Q for the period ended June 30, 2002. Condensed financial statements are as follows: A.S.V., INC. CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
Three Months Ended Nine Months Ended September 30, September 30, ---------------------------- ---------------------------- 2002 2001 2002 2001 ------------ ------------ ------------ ------------ Net sales ....................................... $ 11,474,655 $ 12,052,998 $ 32,366,419 $ 39,233,875 Cost of goods sold .............................. 9,352,291 9,848,404 25,347,394 32,774,236 ------------ ------------ ------------ ------------ Gross profit ........................... 2,122,364 2,204,594 7,019,025 6,459,639 Operating expenses: Selling, general and administrative ........ 1,120,999 1,429,160 3,705,835 4,302,697 Research and development ................... 248,663 794,049 1,631,408 1,950,305 ------------ ------------ ------------ ------------ Operating income (loss) ................ 752,702 (18,615) 1,681,782 206,637 Other income (expense) Interest expense ........................... (31,536) (37,004) (95,233) (110,742) Other, net ................................ 60,444 119,501 172,983 408,731 ------------ ------------ ------------ ------------ Income before income taxes ............. 781,610 63,882 1,759,532 504,626 Provision for (benefit from) income taxes ....... 255,000 (29,000) 585,000 117,000 ------------ ------------ ------------ ------------ NET EARNINGS ............................... $ 526,610 $ 92,882 $ 1,174,532 $ 387,626 ============ ============ ============ ============ Net earnings per common share - Diluted ......... $ .05 $ .01 $ .11 $ .04 ============ ============ ============ ============ Diluted weighted average shares ................. 10,253,347 10,445,298 10,248,290 10,366,486 ============ ============ ============ ============
A.S.V., INC. CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, December 31, 2002 2001 ------------- ------------ ASSETS CURRENT ASSETS Cash & short-term investments ............... $ 1,648,369 $ 5,946,840 Accounts receivable, net .................... 18,123,195 16,828,489 Inventories ................................. 34,961,445 28,614,053 Prepaid expenses and other .................. 762,119 1,756,844 ------------- ------------ Total current assets .................... 55,495,128 53,146,226 PROPERTY AND EQUIPMENT, net ..................... 4,763,237 4,794,578 ------------- ------------ Total assets ............................ $ 60,258,365 $ 57,940,804 ============= ============ LIABILITIES & SHAREHOLDERS' EQUITY CURRENT LIABILITIES Line of credit .............................. $ 440,000 $ -- Current portion of long-term liabilities .... 108,346 106,008 Accounts payable ............................ 4,172,664 2,449,144 Accrued liabilities ......................... 2,067,925 2,296,455 Income taxes payable ........................ 244,993 505,062 ------------- ------------ Total current liabilities ............... 7,033,928 5,356,669 LONG-TERM LIABILITIES, less current portion ..... 1,932,582 2,012,652 SHAREHOLDERS' EQUITY ............................ 51,291,855 50,571,483 ------------- ------------ Total liabilities & shareholders' equity ........ $ 60,258,365 $ 57,940,804 ============= ============
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