EXHIBIT 99.1
RISK FACTORS
Forward-looking statements made by A.S.V., Inc. (the "Company" or
"ASV") 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").
On October 31, 2000 Caterpillar Inc. purchased 500,000 newly issued
shares of ASV Common Stock at $18 per share pursuant to the terms of a
Securities Purchase Agreement. Concurrent with the closing of the Securities
Purchase Agreement, the Company cancelled the Warrant and issued in its place, a
replacement warrant to purchase 9,767,127 shares of the Company's Common Stock
(the "Replacement Warrant"). In connection with the purchase of the Common Stock
and the issuance of the Replacement Warrant, the Company and Caterpillar entered
into a Multi-Terrain Rubber-Tracked Loader Alliance Agreement (the "Loader
Alliance Agreement").
DEPENDENCE ON NEW LOADER ALLIANCE AGREEMENT WITH CATERPILLAR. Under the
terms of the Loader Alliance Agreement, the Company and Caterpillar intend to
jointly develop and manufacture a five-model line of Caterpillar branded rubber
tracked skid steer loaders called Multi-Terrain Loaders (the "Alliance
Machines"). These new loaders will utilize Caterpillar's skid steer technology
and the Company's rubber track undercarriage technology. The first two models
were introduced to a limited number of North American Caterpillar dealers in the
second quarter of 2001. The Alliance Machines are assembled in Sanford, North
Carolina, at Caterpillar's skid steer loader facility. The undercarriages are
manufactured at ASV's facilities in Grand Rapids, Minnesota.
The successful development, manufacturing and marketing of the Alliance
Machines entail significant risks as is described below:
The Alliance Machines have not yet been fully developed and tested and
the risk exists that they may not be able to be fully developed or
tested in accordance with anticipated introduction dates of each model.
The Alliance Machines have not been manufactured on the scale
anticipated and there is no assurance that the necessary raw materials
will be able to be obtained in sufficient quantities or the necessary
manufacturing processes be developed and on the schedule needed to meet
the anticipated production schedule.
The development and introduction of the Alliance Machines is being
scheduled on an aggressive time table and there exists the possibility
that production delays or other delays may prevent this time table from
being met, thereby delaying, either temporarily or permanently, the
anticipated benefits from the Loader Alliance Agreement. Caterpillar
has recently experienced production issues which caused Caterpillar to
stop production of the Alliance Machines. As a result, ASV did not ship
its undercarriages to Caterpillar while the production issues were
resolved, resulting in decreased revenue to ASV. Additional production
or other issues may be experienced by Caterpillar or ASV in the future
which could cause ASV's sales of undercarriages to Caterpillar to
decrease or terminate while the issues are resolved.
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The overall market for rubber track machines is relatively new and the
benefits of rubber track machines are not currently widely known. The
Company and Caterpillar believe the market potential for rubber track
machines justifies the necessary investment in the Alliance Machines.
However, there is no assurance the Alliance Machines will attract
sufficient demand to warrant their continued production and produce the
returns anticipated by the Company and Caterpillar.
The Company will be relying significantly on Caterpillar for their
continued interest in developing, manufacturing and marketing the
Alliance Machines. If Caterpillar stopped developing or manufacturing
the Alliance Machines, or stopped marketing the Alliance Machines to
its dealers or Caterpillar dealers did not adequately promote the sale
of the Alliance Machines, the Company's revenue would be decreased and
its business would be harmed.
As part of the Loader Alliance Agreement, the Company has agreed not to
manufacture machines that are similar to and would compete with the Alliance
Machines. Also, the Company may not knowingly sell its undercarriages to any
party who shall manufacture, or resell an undercarriage to a party who shall
manufacture, a machine that substantially competes with the Alliance Machines.
The Company may, however, continue to manufacture its own models that do not
substantially compete with the Alliance Machines.
The Loader Alliance Agreement calls for the Company to receive a
portion of the gross profit on the sale of the Alliance Machines to Caterpillar
dealers. Therefore, a portion of the Company's future revenue will be dependent
of the success of Caterpillar in selling the Alliance Machines to Caterpillar
dealers.
Under the terms of the Loader Alliance Agreement, ASV intends to use a
portion of the stock sale proceeds to fund development of the new models. While
the Company expects the agreement will have a positive impact on earnings
beginning in fiscal 2002, no assurance exists that this positive impact on
earnings will occur.
DEPENDENCE ON CATERPILLAR DEALER NETWORK. The Company relies on the
Caterpillar dealer network to sell certain of its products. Therefore, the
Company is 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 its transactions with Caterpillar, 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 16% of the outstanding shares of Common Stock (approximately
13% assuming the exercise of all outstanding options and warrants), and has the
right to acquire up to approximately 52% of the Company's Common Stock (assuming
the exercise of all outstanding options and warrants) upon exercise in full of
the Replacement 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 Replacement 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
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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 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 increases Caterpillar's ability to influence
and control the Company.
RELATIONSHIP WITH POLARIS INDUSTRIES INC.
In January 2001, the Company entered into a licensing agreement that
allows Polaris Industries, Inc., (Polaris) to sell an ASV-built, rubber track,
all-surface utility loader similar to the Company's RCo30 All Surface Loader.
The agreement gives Polaris the right to market and sell the utility loader
under its own nameplate through its worldwide dealer network. Polaris will
purchase the machines, as well as parts and attachments, directly from ASV. The
agreement also provides the option for Polaris to manufacture the machines under
a royalty arrangement.
Dependence on Polaris Dealer Network. Under the terms of the agreement
with Polaris, the Company will manufacture the Polaris vehicle, called the
ASL-300, and sell it to Polaris for distribution to Polaris dealers. Polaris has
the exclusive worldwide right to market the ASL-300 to its dealers. The Company,
therefore, will be dependent on Polaris to establish dealer outlets to
distribute the ASL-300. To date, ASV has not experienced the level of sales of
the ASL-300 that it anticipated. There can be no assurance that Polaris will
ever reach the level of sales of the ASL-300 that the Company anticipated.
In addition, it is possible that some of the Polaris dealers that elect
to carry the ASL-300 product could have been dealers for the Company's RC-30 All
Surface Loader, but, under the terms of the agreement, will not be able to carry
it.
Dependence on Polaris to Market to Certain National Rental Centers.
Under the terms of the agreement, Polaris has the exclusive worldwide right to
market either company's version of the RCo30 All Surface Loader and related work
tools to national rental centers, as defined in the agreement. The agreement
requires that this exclusivity feature be reviewed after the third anniversary
of the effective date of the agreement to determine if Polaris is adequately
marketing to these national rental centers. Therefore, the Company will be
dependent on Polaris to successfully market and distribute to these national
rental centers and ASV will not be permitted to market its RCo30 directly to
these national centers until at least January 2004.
Effect on the Company's Gross Profit Level. The ASL-300, related work
tools and parts will be sold to Polaris on a cost plus basis, for which the
gross profit is expected to be less than the gross profit the Company obtains on
the sale of its RC-30 All Surface Loader, related work tools and parts. However,
the Company anticipates its sales and marketing costs will be significantly less
on the Polaris product compared with the RC-30 All Surface Loader.
Fixed Selling Price to Polaris. Under the terms of the agreement, the
Company determines the price at which it will sell the ASL-300 to Polaris once
each year. Any changes in cost subsequent to this date will be borne by the
Company until the next determination of price. Therefore, any price increases
incurred subsequent to the determination of the price will reduce the Company's
profitability on the sale of these machines.
Opportunity for Polaris to Manufacture the Product. Under the terms of
the agreement, Polaris shall have the right to assume the manufacturing of the
RC-30 product and the ASL-300 product, provided Polaris provides ASV twelve
months written notice of its intention to begin manufacturing the products and
subject to a reasonable transition to be mutually agreed to by the Company and
Polaris. Should this occur, Polaris will pay the Company a royalty for each
machine manufactured and sold. Therefore, the Company may be subject to
reductions in its manufacturing output, which could potentially increase the
cost of its products.
Vehicle Sales in 2003. Under the terms of the agreement, should Polaris
fail to distribute a minimum number of vehicles in 2003, the Company has the
right to terminate this agreement effective March 1, 2004. Therefore, the
Company may not be manufacturing the ASL-300 product after this date.
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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 may 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 Replacement 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
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 limited number of suppliers, including the rubber track
component used on the Company's products. 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 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.
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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 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 two patents, one on certain aspects of the
steering mechanism used in certain of the Company's products and the other on
the certain aspects of the suspension and drive mechanism used on certain of the
Company's products. The Company has 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 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.
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