-----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, UukwTeNf+1ITgQXPjnaRegUFaM5HQYgqAWRIjMCVPpfy4ivVlz9m7D91FB28V7Oo 0YtAMGKIHkWLpAcVK24ABg== 0000950134-04-005681.txt : 20040422 0000950134-04-005681.hdr.sgml : 20040422 20040422060207 ACCESSION NUMBER: 0000950134-04-005681 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040422 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040422 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: 04746654 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 c84702e8vk.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): April 22, 2004 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 April 22, 2004 Item 12. Results of Operations and Financial Condition. On April 22, 2004, A.S.V., Inc. ("ASV") issued a press release disclosing its financial results for the three months ended March 31, 2004. In addition, the press release contained information regarding a conference call to be held April 22, 2004 during which ASV intends to discuss its financial results for the three months ended March 31, 2004 and its outlook for the balance of fiscal 2004. 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: April 22, 2004 A.S.V., Inc. By: /s/ Gary Lemke ------------------------------------------ Its: President ------------------------------------- EXHIBIT INDEX
Exhibit Description of Exhibit 99 Press release dated April 22, 2004
EX-99 3 c84702exv99.txt PRESS RELEASE Exhibit 99 For more information Jay Lemke Carmichael Lynch Spong (612) 375-8529 jlemke@clynch.com ASV Announces Record Results for 1st Quarter 2004 Net Sales Increase 126% - EPS Increases 225% Grand Rapids, MN (April 22, 2004) -- ASV, Inc. (Nasdaq: ASVI) today reported record results for its first quarter of 2004. Net sales for the three months ended March 31, 2004, totaled $33.1 million, compared with net sales of $14.6 million for the same period in 2003, an increase of 126%. Aided by a 370 basis point improvement in its gross profit percentage, ASV reported net earnings of $3.6 million for the first quarter of 2004, compared with net earnings of $768,000 for the first quarter of 2003. Earnings per share were $.26 for the first quarter of 2004 compared with $.08 for the first quarter of 2003, despite a 36% increase in the number of diluted shares outstanding in the first quarter of 2004. Commenting on the results, Gary Lemke, President of ASV, Inc., said, "ASV's record sales were driven primarily by a large increase in demand for our R-Series Posi-Track products. ASV experienced an increase in sales of R-Series products of over 300% during the first quarter of 2004 compared with the first quarter of 2003, due in part to the introduction of our newest R-Series models, the RC-60 and RC-85, in January 2004. With five models currently in the R-Series product line, ASV has the most extensive line of rubber track loaders in the industry, ranging from 30 to 100 horsepower. Sales of R-Series products accounted for 53% of our sales for the first quarter of 2004. Sales of ASV undercarriages to Caterpillar Inc. (NYSE: CAT) for use on their Multi-Terrain Loaders (MTL) increased 34% in 2004, compared with the first quarter of 2003, due to a full quarter of shipments for all three undercarriages in 2004 and increased market acceptance of rubber track loaders. MTL undercarriages represented 34% of our sales for the first quarter of 2004." Discussing ASV's results further, Lemke said, "The vendor quality and cost reduction programs ASV began in 2003 are beginning to pay off. During the first quarter of 2004, our gross profit percentage increased to 22.9%. This represents a 60 basis point increase over the fourth quarter of 2003 and a 370 basis point increase over the first quarter of 2003. ASV experienced this increase in gross profit percentage despite steel surcharges of approximately $100,000 during the first quarter of 2004. We anticipate steel surcharges increasing to a range of $350,000 to $500,000 in the second quarter of 2004. However, with our increased volume, ASV has negotiated lower unit costs on many of its raw materials, such that, on an annualized basis, ASV does not expect to see a significant decrease in its gross profit percentage for 2004 due to steel surcharges. Our operating expenses continued to be within our anticipated range, with selling, general and administrative expenses totaling 5.7% of net sales for the first quarter of 2004, compared with 9.9% of net sales for the first quarter of 2003. In addition, our weighted average number of shares outstanding for the first quarter of 2004 increased approximately 36% compared with the first quarter of 2003, due primarily to our common stock transactions with Caterpillar in January of 2004, the dilutive effect of the warrant previously held by Caterpillar and the exercise of employee stock options in the fourth quarter of 2003." In January of 2004, Caterpillar purchased 1,040,069 shares of ASV's common stock which had been subject to an acceleration notice issued in October 2003. The Company issued a second acceleration notice to Caterpillar in November of 2003 covering approximately two million shares of ASV's common stock. In January 2004, prior to the expiration of the second acceleration notice, ASV repurchased the remaining warrant held by Caterpillar for a cash payment of $7.2 million and the issuance of 500,000 shares of the Company's common stock. Caterpillar currently owns 24.8% of the Company's outstanding common stock. Discussing the outlook for the remainder of 2004, Lemke states, "With a record first quarter behind us, we are well on our way of achieving our 2004 sales expectations of $130-155 million. These 2004 sales expectations represent a 35% to 61% increase over our 2003 sales. Today we are also reaffirming our earnings per share expectations for 2004 of $.95-$1.17 per diluted share. These 2004 earnings per share expectations represent a 22% to 50% increase over our 2003 earnings per share and assume 13.5 million diluted shares outstanding for fiscal 2004, which is a 21% increase over our 2003 diluted shares outstanding." -more- Conference Call ASV will conduct a live Webcast at 9 a.m. Central time, Thursday, April 22nd to discuss its results for the first quarter of 2004 and its outlook for the balance of 2004. The call will be broadcast over the Internet and can be accessed at either 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 both telephonically and over the Internet approximately one hour after its conclusion. The telephonic replay will be available through 11 p.m. Central time, Friday, April 23rd, and can be accessed by dialing 800-428-6051 and entering pass code 348411. The Internet replay will be available for 30 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 rubber track, all-purpose crawlers and related accessories and attachments. ASV also manufactures rubber track undercarriages, which are a primary component on Caterpillar's Multi Terrain Loaders. With its patented undercarriage technology, ASV leads all rubber track, 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 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 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, 2003. Condensed financial statements are as follows: A.S.V., INC. CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS THREE MONTHS ENDED MARCH 31, 2004 AND 2003
2004 2003 ----------------- ----------------- Net sales..................................................... $ 33,053,771 $ 14,612,230 Cost of goods sold............................................ 25,483,569 11,808,766 ----------------- ----------------- Gross profit........................................... 7,570,202 2,803,464 Operating expenses Selling, general and administrative........................ 1,900,522 1,452,960 Research and development................................... 155,555 161,704 ----------------- ----------------- Operating income...................................... 5,514,125 1,188,800 Other income (expense) Interest expense........................................... (28,609) (36,623) Other, net................................................. 179,517 37,406 ----------------- ----------------- Income before income taxes............................. 5,665,033 1,189,583 Provision for income taxes..................................... 2,070,000 422,000 ----------------- ----------------- NET EARNINGS........................................... $ 3,595,033 $ 767,583 ================= ================= Net earnings per common share - Diluted........................ $ .26 $ .08 ================= ================= Diluted weighted average shares outstanding.................... 13,706,606 10,113,634 ================= =================
A.S.V., INC. CONDENSED CONSOLIDATED BALANCE SHEETS ASSETS
MARCH 31, December 31, 2004 2003 ----------------- ----------------- CURRENT ASSETS Cash & short-term investments............................ $ 41,636,178 $ 29,708,418 Accounts receivable, net................................. 26,276,431 16,484,603 Inventories.............................................. 29,206,820 26,686,707 Other current assets..................................... 636,174 3,614,506 ----------------- ----------------- Total current assets 97,755,603 76,494,234 PROPERTY AND EQUIPMENT, net.................................. 7,432,681 6,129,922 ----------------- ----------------- Total assets $ 105,188,284 $ 82,624,156 ================= ================= LIABILITIES & SHAREHOLDERS' EQUITY CURRENT LIABILITIES Current portion of long-term liabilities................. $ 138,204 $ 136,414 Accounts payable......................................... 8,856,381 6,004,890 Accrued liabilities...................................... 2,772,098 2,358,473 Income taxes payable..................................... 346,105 -- Other current liabilities................................ 85,000 -- ----------------- ----------------- Total current liabilities 12,197,788 8,499,777 LONG-TERM LIABILITIES, less current portion.................. 1,809,873 1,844,858 SHAREHOLDERS' EQUITY......................................... 91,180,623 72,279,521 ----------------- ----------------- Total liabilities & shareholders' equity $ 105,188,284 $ 82,624,156 ================= =================
-----END PRIVACY-ENHANCED MESSAGE-----