ASV HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 9, 2018 ASV HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 840 Lily Lane, Grand Rapids, Minnesota (Address of Principal Executive Offices) (Zip Code) (218) (Registrant s Telephone Number, Including Area Code) (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 2.02 Results of Operations and Financial Condition. On August 9, 2018, ASV Holdings, Inc. (the Company ) issued a press release announcing that it had filed its Quarterly Report on Form 10-Q for the second quarter ended June 30, 2018 (the Press Release ). The full text of the Press Release is being furnished

2 as Exhibit 99.1 to this Current Report on Form 8-K. The Company also posted presentation slides (Exhibit 99.2) that will be referenced during the conference call and webcast which will take place today August 9, 2018 at 4:30 pm eastern time to discuss second quarter 2018 results. Both exhibits can be accessed from the Investor Relations section of the Company s website at The Press Release references certain non-gaap financial measures. A reconciliation of these non-gaap financial measures to the comparable GAAP financial measures is contained in the Press Release. Disclosures regarding definitions of these financial measures used by the Company and why the Company s management believes these financial measures provide useful information to investors is also included in the Press Release. The information in this Current Report (including Exhibit 99.1 and 99.2) is being furnished and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act ), or otherwise subject to the liabilities of that Section. Item Financial Statements and Exhibits. (d) Exhibits Exhibit No Description Press Release dated August 9, ASV Corporate Presentation dated August 9, 2018.

3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ASV HOLDINGS, INC. By: /s/ Andrew M. Rooke Name: Andrew M. Rooke Title: Chief Executive Officer Date: August 9, 2018

4 EX 99.1 ASV Holdings, Inc. Reports Second Quarter 2018 Results Grand Rapids, MN, August 9, 2018 ASV Holdings, Inc. (Nasdaq: ASV), a leading provider of rubber-tracked compact track loaders and wheeled skid steer loaders in the compact construction equipment market, today announced Second Quarter and year-to-date 2018 results. For the three months ended June 30, 2018, the Company reported Net Sales of $31.9 million and Net Income of $0.3 million or $0.03 per share compared to Net Sales of $34.2 million and Net Income of $1.8 million or $0.20 per share for the three months ended June 30, Second Quarter 2018 Highlights $31.9 million in Net Sales represented a year-over-year decrease of 6.7% from $34.2 million in the second quarter of Machine sales revenues to North American distribution grew 9% compared to second quarter Total machine sales revenues increased year-over-year by 4.8% to $23.0 million. Second quarter 2018 net income of $0.3 million or $0.03 per share, compared to second quarter 2017 adjusted pro forma income of $0.8 million or $0.08 per share. Second quarter 2018 gross profit percent adversely impacted 130 basis points by increased material costs. EBITDA of $2.1 million or 6.6% of sales compared to $3.3 million or 9.6% of sales for the second quarter of Adjusted EBITDA* of $2.2 million or 6.9% of sales compared to second quarter 2017 pro forma adjusted EBITDA of $3.2 million or 9.4% of sales. Added 17 dealer / rental locations in the quarter. *The Glossary at the end of this press release contains further details regarding reconciliation of GAAP items and Adjusted and Pro-forma items. Chairman and Chief Executive Officer, Andrew Rooke commented, In the second quarter, we continued to make good progress with adding new dealers and penetrating into the rental market with sales, which are among our top corporate objectives in scaling the business. Our North American dealer rental locations now stand at 265 and our sales into rental locations accounted for approximately 15% of machine sales in the quarter. Second quarter financial results, while below plan and impacted by several market headwinds, were highlighted by positive operating cash flow of over $600,000, we generated over $2 million in EBITDA and achieved 3 cents in EPS. Although machine sales increased in the second quarter, our results reflected a year-over-year quarterly decline in sales. This was principally due to lower undercarriage sales to our largest customer. In the second quarter of 2017, this customer s undercarriage purchases totaled 40% of their full year shipments, and thus the comparison to that quarter shows an overall decline in $2.7 million lower year-over-year sales for the 2018 quarter. Sharp increases in material costs had a negative impact on our sales, margins, and bottom-line, with the run rate of higher steel prices resulting in approximately $2.5 million in higher costs, on an annualized basis. Typical of a cyclical recovery, the higher level of demand for industrial equipment has resulted in disruption within the supply chain and lengthened lead times, most notably for engines, which along with the rising steel costs, present challenges to sourcing and deliveries during the balance of the year. These challenges impact our entire industry and we are aggressively working to overcome these headwinds with initiatives that will largely offset their impact, from price surcharges introduced in May of this year, to cost and sourcing improvements which are already yielding results. We believe that industry wide market pricing will in time move upwards in recognition of the new cost base for steel, which will enable a margin recovery going forward. In addition, we are on pace to recognize an estimated $1 million in annual savings from relocating our parts distribution business back to Grand Rapids, as we expected. We are confident in the continued strength of the industries we serve and there remains plenty of work to do in the quarters ahead to reach our longer-term sales growth and margin targets. more

5 Missi How, Chief Financial Officer, added, While temporary spikes in input costs and component availability have presented some challenges, we remain focused on managing what is in our control and pursuing opportunities to grow the bottom line. Inventory levels have increased as we have been receiving in long lead time production components to support future builds, and in addition, we have increased our finished machine inventory to fulfill backlog requirements and support expected future activity levels. Managing working capital is still a priority and we were pleased that even with this step up of inventory, our net working capital as a percent of sales of 23.5% was well within our target range. We expect to continue to generate cash and maintain reasonable working capital levels throughout the remainder of Outlook: Given the first half performance and uncertainties in the supply chain which are lengthening lead times and impacting customer buying decisions, ASV s 2018 sales are likely to be restricted to show only high single digit growth for this year and remain subject to how the pricing environment evolves and markets adjust to the business environment. Conference Call: Management will host a conference call at 4:30 PM Eastern Time today to discuss the results with the investment community. Anyone interested in participating in the call should dial if calling within the United States or if calling internationally. A replay will be available until 11:59 PM ET August 16, 2018 which can be accessed by dialing if calling within the United States or if calling internationally. Please use passcode to access this replay. The call will additionally be broadcast live and archived for 90 days over the internet with accompanying slides, accessible at the investor relations portion of the Company's corporate website, in the Investors section. About ASV Holdings, Inc. ASV Holdings, Inc. is a designer and manufacturer of compact construction equipment. Its patented Posi-Track rubber tracked, multi-level suspension undercarriage system provides a competitive market differentiator for its Compact Track Loader (CTL) product line with brand attributes of power, performance and serviceability. It s wheeled Skid Steer Loaders (SSLs) also share the common brand attributes. Equipment is sold through an independent dealer network throughout North America, Australia, and New Zealand. The company also sells OEM equipment and aftermarket parts. ASV owns and operates a 238,000 squarefoot production facility in Grand Rapids, MN. Forward-Looking Statements and non-gaap Information This release contains forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as may, should, expects, plans, anticipates, believes, estimates, predicts, potential, intends or continue, and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. Forward-looking statements in this release include, without limitation: (1) projections of revenue, earnings, capital structure and other financial items, (2) statements of our plans and objectives, (3) statements regarding the capabilities and capacities of our business operations, (4) statements of expected future economic conditions and the effect on us and on dealers or OEM customers, (5) expected benefits of our cost reduction measures, and (6) assumptions underlying statements regarding us or our business. Our actual results may differ from information contained in these forward looking-statements for many reasons, including those described in the section entitled Risk Factors in our Form 10K for the year ended December 31,

6 2017, which are available on our EDGAR page at These statements are only current predictions and are subject to known and unknown risks, uncertainties and other factors that may cause our or our industry s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. We discuss many of these risks in greater detail under the heading Risk Factors and elsewhere in the Form 10K. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by law, after the date of this release, we are under no duty to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise. We obtained the industry, market and competitive position data in this release from our own internal estimates and research as well as from industry and general publications and research surveys and studies conducted by third parties. While we believe that each of these studies and publications is reliable, we have not independently verified market and industry data from third-party sources. While we believe our internal company research is reliable and the market definitions we use are appropriate, neither such research nor these definitions have been verified by any independent source. We from time to time refer to various non-gaap financial measures in this release. We believe that this information is useful to understanding our operating results by excluding certain items that may not be indicative of our core operating results and business outlook. Reference to these non-gaap financial measures should not be considered as a substitute for, or superior to, results that are presented in a manner consistent with GAAP. Rather, the non-gaap financial information should be considered in addition to results that are presented in a manner consistent with GAAP. A reconciliation of non-gaap financial measures referred to in this release is provided in the tables at the conclusion of this release. Company Contact ASV Holdings, Inc. Darrow Associates Inc. Andrew Rooke Peter Seltzberg, Managing Director Chairman and Chief Executive Officer Investor Relations (516) andrew.rooke@asvi.com pseltzberg@darrowir.com

7 ASV Holdings, Inc. Condensed Statements of Operations (In thousands, except par value and per share data) For the Three Months Ended June 30, For the Six Months Ended June 30, Unaudited Unaudited Unaudited Unaudited Net sales $ 31,860 $ 34,240 $ 61,729 $ 62,250 Cost of goods sold 27,603 28,940 53,531 52,590 Gross profit 4,257 5,300 8,198 9,660 Research and development costs ,058 Selling, general and administrative expense 2,934 2,770 6,341 5,483 Operating income 872 2, ,119 Other income (expense) Interest expense (464 ) (887 ) (922 ) (1,765 ) Other income (expense) Total other expense (464 ) (886 ) (915 ) (1,764 ) Income before taxes 408 1, ,355 Income tax expense (benefit) 89 (629 ) 8 (629 ) Net income $ 319 $ 1,752 $ 12 $ 1,984 Earnings per share: Basic net income per share $ 0.03 $ 0.20 $ 0.00 $ 0.24 Diluted net income per share $ 0.03 $ 0.20 $ 0.00 $ 0.24 Weighted average common shares outstanding: Basic weighted average common shares outstanding 9,823 8,870 9,820 8,435 Diluted weighted average common shares outstanding 9,823 8,870 9,820 8,435 Pro forma (C corporation basis): Pro forma tax expense N/A $ 404 N/A $ 488 Pro forma net income N/A $ 719 N/A $ 867 Pro forma earnings per share: Basic net income per share N/A $ 0.08 N/A $ 0.10 Diluted net income per share N/A $ 0.08 N/A $ 0.10

8 ASV Holdings, Inc. Balance Sheets (In thousands, except par value) June 30, December 31, Unaudited ASSETS CURRENT ASSETS Cash $ 4 $ 3 Trade receivables, net 15,076 18,276 Receivables from affiliates Inventory, net 30,698 26,691 Prepaid income tax Prepaid expenses and other Total current assets 47,379 46,533 NON-CURRENT ASSETS Property, plant and equipment, net 13,250 13,797 Intangible assets, net 22,004 23,277 Goodwill 30,579 30,579 Other long-term assets Deferred tax asset Total assets $ 114,110 $ 115,121 LIABILITIES AND STOCKHOLDERS' EQUITY Notes payable - current portion $ 2,012 $ 2,000 Trade accounts payable 15,084 15,174 Payables to affiliates 784 1,063 Accrued compensation and benefits 1,315 1,483 Accrued warranties 1,654 1,869 Accrued product liability- short term Accrued other 896 1,039 Total current liabilities 22,066 23,406 NON-CURRENT LIABILITIES Revolving loan facility 13,231 12,511 Notes payable - long term, net 12,105 12,664 Other long-term liabilities Total liabilities 48,106 49,320 STOCKHOLDERS' EQUITY Preferred stock, $0.001 par value, 5,000 authorized, none outstanding at June 30, 2018 and December 31, 2017, respectively Common stock, $0.001 par value, 50,000 authorized, 9,834 and 9,806 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively Additional paid-in capital 65,625 65,434 Retained earnings Total Stockholders' Equity 66,004 65,801 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 114,110 $ 115,121

9 ASV Holdings, Inc. Statements of Cash Flows (In thousands) For the Six Months Ended June 30, Unaudited Unaudited OPERATING ACTIVITIES Net income $ 12 $ 1,984 Adjustments to reconcile to net income to net cash provided by operating activities: Depreciation 1,129 1,161 Amortization 1,273 1,273 Share-based compensation Deferred income tax (benefit) (926 ) Loss on sale of fixed assets 1 46 Amortization of deferred finance cost Loss on debt extinguishment 83 Bad debt expense 23 1 Changes in operating assets and liabilities Trade receivables 3,177 (4,197 ) Net trade receivables/payables from affiliates (231 ) 527 Inventory (4,089 ) 6,008 Prepaid income tax (17 ) Prepaid expenses (69 ) (287 ) Trade accounts payable (90 ) 891 Accrued expenses (967 ) (1,431 ) Tax payable 297 Other long-term liabilities (40 ) 271 Net cash provided by operating activities 434 5,948 INVESTING ACTIVITIES Decrease in restricted cash 535 Purchase of property and equipment (501 ) (182 ) Net cash (used in) provided by investing activities (501 ) 353 FINANCING ACTIVITIES Principal payments on long-term debt (1,001 ) (1,288 ) Proceeds from long-term note 425 Debt issuance costs incurred (9 ) Proceeds from issuance of common stock, net of offering costs 10,405 Net payments on debt (10,405 ) Shares repurchased for income tax withholding on share-based compensation (76 ) Net borrowings (payments) on revolving credit facilities 720 (5,571 ) Net cash provided by (used in) financing activities 68 (6,868 ) NET CHANGE IN CASH 1 (567 ) Cash at beginning of period Cash at end of period $ 4 $ 5

10 Supplemental Information Cautionary Statement Regarding Non-GAAP Measures This release contains references to EBITDA and Adjusted EBITDA. EBITDA is defined for the purposes of this release as net income or loss before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA plus stock-based compensation, less the gain or loss related to non-recurring events. Management believes that EBITDA and Adjusted EBITDA are useful supplemental measures of our operating performance and provide meaningful measures of overall corporate performance exclusive of our capital structure and the method and timing of expenditures associated with building and placing our products. EBITDA is also presented because management believes that it is frequently used by investment analysts, investors and other interested parties as a measure of financial performance. Adjusted EBITDA is also presented because management believes that it provides a measure of our recurring core business. However, EBITDA and Adjusted EBITDA are not recognized earnings measures under generally accepted accounting principles of the United States ( U.S. GAAP ) and do not have a standardized meaning prescribed by U.S. GAAP. Therefore, EBITDA and Adjusted EBITDA may not be comparable to similar measures presented by other issuers. Investors are cautioned that EBITDA and Adjusted EBITDA should not be construed as alternatives to net income or loss or other income statement data (which are determined in accordance with U.S. GAAP) as an indicator of our performance or as a measure of liquidity and cash flows. Management s method of calculating EBITDA and Adjusted EBITDA may differ materially from the method used by other companies and accordingly, may not be comparable to similarly titled measures used by other companies. Reconciliation of EBITDA to Adjusted EBITDA (in millions except percentages) For the Quarter Ended June 30, Net income $0.3 $1.8 Interest expense Tax 0.1 (0.6) Depreciation & amortization EBITDA (1) $2.1 $3.3 % of Sales 6.6% 9.6% EBITDA $2.1 $3.3 Stock compensation and transaction related compensation costs (2) Adjusted EBITDA (3) $2.2 $3.4 Adjusted EBITDA as % of net revenues 6.9% 8.5% Pro-forma adjustment for public company costs** - (0.2) Pro-forma Adjusted EBITDA (4) $2.2 $3.2 % of Sales 6.9% 9.4% * * The Company converted to a C corporation in May 2017, so the three months ended June 30, 2017 include a pro forma adjustment for approximately $0.2 million of public company costs not included in EBITDA relating to the period April 1, 2017 to May 17, (1) EBITDA is defined as income or loss before interest, income taxes, depreciation and amortization. EBITDA is not a recognized measure under U.S. GAAP and does not have a standardized meaning prescribed by U.S. GAAP. Therefore, EBITDA may not be comparable to similar measures presented by other companies. The table above reconciles net income to EBITDA. See Cautionary Statements Regarding Non-GAAP Measures for further information regarding EBITDA. (2) Stock compensation and IPO transaction related compensation costs.

11 (3) Adjusted EBITDA is defined as EBITDA less the gain or loss related to non-recurring events. Adjusted EBITDA is not a recognized measure under U.S. GAAP and does not have a standardized meaning prescribed by U.S. GAAP. Therefore, Adjusted EBITDA may not be comparable to similar measures presented by other companies. The table above reconciles EBITDA to Adjusted EBITDA. See Cautionary Statements Regarding Non-GAAP Measures for further information regarding EBITDA. (4) 2017 Pro Forma Adjusted EBITDA is defined as Adjusted EBITDA less public company costs Reconciliation of GAAP Net Income to Adjusted Pro Forma Net Income (in millions except shares and EPS) For the Quarter Ended June 30, Net income as reported $0.3 $1.8 Tax benefit from conversion to C corporation (1) - (0.9) Debt issuance cost written off on debt repayment from IPO proceeds net of tax Pro-forma adjustment for public company costs net of tax at 26.41% (2) - (0.2) Adjusted pro forma net income $0.3 $0.8 Weighted average diluted shares outstanding 9,823,000 8,870,000 Basic and Diluted (loss) earnings per share as reported $0.03 $0.20 Total EPS Effect $0.00 ($0.12) Adjusted (pro forma) earnings (loss) per share $0.03 $0.08 (1) The tax benefit was generated from a tax credit of $0.9 million arising from the establishment of a deferred tax asset on conversion of the Company from a Minnesota limited liability company to a Delaware corporation immediately prior to the IPO in May 2017 (2) Pro forma adjustments for public company costs: The Company converted from a LLC to a corporation on May 11, The pro forma adjustment reflects the run rate of actual public company costs incurred in 2017 as if the company had been a corporation for the whole of the period April 1, 2017 to June 30, Net working capital as a % of annualized last quarter s sales is the sum of accounts receivable and inventory less accounts payable divided by the last quarter s sales annualized (x4). June 30, 2018 December 31, 2017 Accounts receivable 15,104 18,352 Inventory 30,698 26,691 Accounts payable (15,868) (16,237) Net working capital $29,934 $28,806 Last quarters annualized sales (LQS) 127, ,820 Net working capital % of LQS 23.5% 23.6%

12 ASV Holdings, Inc. Q Earnings Conference Call August 9, 2018 EX 99.2

13 This Although conclusion presentation we of believe this contains presentation. that the forward-looking expectations Forward-Looking reflected statements. Statements in the In forward-looking some & cases, Non you GAAP can statements identify Financial are forward-looking Measures reasonable, we statements cannot guarantee by terminology future results, such as levels may, of activity, should, performance expects, plans, or achievements. anticipates, Except believes, as required estimates, by law, after predicts, the date potential, of this presentation, intends we or are continue, under no and duty other to update similar or expressions revise any of that the are forward-looking predictions of statements, or indicate future whether events as a result and future of new trends, information, the negative future events of these or terms otherwise. or other We comparable obtained the terminology. industry, market Forward-looking and competitive statements position in data this presentation in this presentation include, from without our own limitation: internal (1) estimates projections and of research revenue, as earnings, well as from capital industry structure and and general other publications financial items, and research (2) statements surveys of and our studies plans and conducted objectives, by third (3) statements parties. While regarding we believe the capabilities that each of and these capacities studies of and our publications business operations, is reliable, (4) we statements have not independently of expected future verified economic market conditions and industry and data the from effect third-party on us and sources. on dealers While or OEM we believe customers, our internal (5) expected company benefits research of our is cost reliable reduction and the measures, market definitions and (6) assumptions we use are underlying appropriate, statements neither such regarding research us nor our these business. definitions Our actual have been results verified may differ by any from independent information source. contained We from in these time forward to time refer looking-statements to various non-gaap for many financial reasons, measures including in those this presentation. described in the We section believe entitled that this Risk information Factors is in useful our Form to understanding 10-K are our available operating on our results EDGAR by excluding page at certain items that These may statements not be indicative are only of current our core predictions operating and results are subject and business to known outlook. and unknown Reference risks, to these uncertainties non-gaap and financial other factors measures that may should cause not our be considered or our industry s as a substitute actual results, for, or levels superior of activity, to, results performance that are presented or achievements in a manner to consistent be materially with different GAAP. from Rather, those the anticipated non-gaap by financial the forward-looking information should statements. be considered We discuss in many addition of these to results risks that in greater are presented detail under in a manner the heading consistent Risk with Factors GAAP. and A elsewhere reconciliation in the of Form non-gaap 10-K. You financial should measures not rely upon referred forward-looking to this presentation statements is provided as predictions in the of tables future at events. the

14 Year over year second quarter revenue down $(2.3) million or (6.7%) principally from $2.7 million reduction in undercarriage sales (very high Q2-2017). Fourth consecutive quarter of machine sale growth; Q2-18 total machine sale growth of 4.8%; North America machine sales growth of 9%. Q2-18 machine sales into rental at 15% of total machine sales. Q2-18 EBITDA $2.1 million, 6.6% of sales; Earnings per share of $0.03; cash flow from operations of $0.6 million. Distribution center operational. Annualized cost savings of approximately $1.0 million are tracking to plan. Supply chain challenges in Q2-18 and for balance of year. Rising material costs impacted Q gross margin by $0.4 million or 130 basis points. Current levels of steel cost increases running at annualized rate of $2.5 million. Market demand levels impacting component lead times (e.g. engines). Summary

15 North America Market Factors Housing Market*: Privately-owned housing starts in June 2018 were at a SAAR of 1,173,000. This is 4.2 percent below the June 2017 rate of 1,225,000. Household formations up 39.2% in June, to 2.94 million. U.S. Construction Spending*:Total Construction spending during June 2018 was estimated at a SAAR of $1,317.2 billion 1.1% above the revised May 2018 estimate of $1,332.2 billion. June 2018 is 6.1 percent above the June 2017 estimate of $1,241.3 billion. Year to date, year over year growth of 5.1%. Rental Market**: 2017 rental penetration index at 53.0%, flat with February forecast for total rental revenue in the U.S. of 4.5 % growth in 2018, and 5.6% in CAGR of 4.3% to Australia: *** 2018 GDP growth of 2.9% in Improved terms of trade, strong global economic growth and additional resource exports are supporting the economy. Resource sector investment is bottoming out, while other business investment is picking up. Housing markets already show signs of easing. House price growth has slowed markedly and housing loan approvals have edged down. Industry & Market Overview Source: *US Census Bureau: ** American Rental Association (ARA) ***OECD Economic Outlook May 2018 SAAR: Seasonally adjusted annual rate

16 Expanding network by adding distribution and penetrating rental foundation for growth. 265 dealer and rental account locations 6/30/18 12/31/17). Good pipeline of prospects to continue expansion. Increasing focus on network performance. Brand awareness and focus. Dealer support and management Dealer day planned for Q Driving retail to dealers. Aftermarket and service support. Product development. Two new Posi-Track machines planned for second half of Will complete the Tier 4 Final engine program by December ASV Strategic Growth Drivers

17 USD millions ** Net sales $31.9 $34.2 % change in 2018 to prior period (6.7)% Machine sales $23.0 $22.0 Net Income $0.3 $1.8 Earnings per share $0.03 $0.20 Adjusted Net Income ** $0.3 $0.8 Adjusted Earnings per share ** $0.03 $0.08 EBITDA $2.1 $3.3 Adjusted EBITDA ** $2.2 $3.2 Adjusted EBITDA % of Sales 6.9% 9.4% Working capital $25.3 $21.7 Net Debt $27.1 $27.4 As adjusted. See reconciliation to US GAAP on appendix ** 2017 shown included certain Pro-forma adjustments. See appendix for reconciliation to GAAP Key Figures Quarter 2

18 Focused manufacturer of engineered lifting equipment $m Q Q sales $34.2 Volume / mix (2.4) Price 0.1 Q sales $31.9 $m Q Adjusted net income* $0.7 Gross margin from volume / mix (0.7) Input cost inflation (0.4) Surcharge Pricing 0.1 Operating expenses 0.1 Interest expense 0.3 Income tax Net income $0.3 Operating Performance *See appendix for adjusted net income reconciliation

19 Focused manufacturer of engineered lifting equipment Q Q Reported gross profit % 13.5% Input costs net of price recovery 1.3% Distribution center costs previously reported in SG&A 0.3% Adjusted gross profit % 15.1% Gross Profit % Input costs, mainly steel related, have increased from the start of the year, accelerating in Q2 as they work through the supply chain. Surcharge pricing was introduced for orders effective May 1, Price recovery in Q2-18 was lower due to machine order backlog pre- surcharge. This will be sold through before the end of Q3-18. Net impact of material costs and surcharge recovery of 130 basis points. Actual reported gross profit of 13.5% reflects parts as a percentage of total sales of 23.3%, compared to 23.5% in Q

20 Key Balance Sheet/Liquidity Ratios June 30, 2018 December 31, 2017 Current Ratio Net working Capital % of Annualized LQS* 23.5% 23.6% Days Sales Outstanding Days Payables Outstanding Days Inventory On Hand Net Debt** $27.1m $26.9m Net Debt / Adjusted EBITDA x2.9 x2.5 *Net working capital as a % of annualized last quarters sales is the sum of accounts receivable and inventory less accounts payable divided by the last quarters sales annualized (x4). **Net debt is calculated as outstanding principal balance less debt issuance costs, less cash on hand.

21 Credit Facility and Debt 1 Net debt is calculated as outstanding principal balance less debt issuance costs, less cash on hand 2 TTM adjusted EBITDA at 6/30/18 of $9.2M 3 Gross amount of debt. Weighted average cost of debt at June 30, 2018 was 5.8% ($M) Facility Amount Net Debt1 as of 6/30/18 Weighted Average Interest Rate at 6/30/18 Revolving Credit Facility $35.0 $ % Minnesota State Loan(3) $0.4 $0.4 Term Loan $15.0 $ % Total $50.4 $27.1 Cash - Net debt $27.1 Net Debt/Adjusted EBITDA2 x2.9

22 Focused manufacturer of engineered lifting equipment Summary Q2-18 was the fourth consecutive quarter of increased machine sales. Our plan is for this to continue, but we may be restrained in the short term. We have several foundational activities completed or nearing initial target levels, e.g. relocated part distribution, North American dealer / rental locations at 265 v 300 target. We will start to leverage these actions. We face market headwinds from rising input costs and lengthening component supply lead times. As market pricing slowly adjusts we will see stronger margins and improved supply chain characteristics. Already implemented surcharge pricing and the competition is starting to follow. We have an active component re-source and cost reduction program already in place. This is generating cost reductions as well as securing additional sources of supply that makes us strategically stronger through less dependence on fewer suppliers.

23 Appendix

24 Non-GAAP measure of liquidity Measures and and cash Reconciliations flows. Management s Cautionary method Statement of calculating Regarding EBITDA Non-GAAP and Adjusted Measures EBITDA This presentation may differ contains materially references from the to method EBITDA used and by Adjusted other companies EBITDA. and accordingly, EBITDA is defined may not for be the comparable purposes to of similarly this release titled as measures net income used or loss by other before companies. interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA plus stock based compensation less the gain or loss related to non-recurring events. Management believes that EBITDA and Adjusted EBITDA are useful supplemental measures of our operating performance and provide meaningful measures of overall corporate performance exclusive of our capital structure and the method and timing of expenditures associated with building and placing our products. EBITDA is also presented because management believes that it is frequently used by investment analysts, investors and other interested parties as a measure of financial performance. Adjusted EBITDA is also presented because management believes that it provides a measure of our recurring core business. However, EBITDA and Adjusted EBITDA are not recognized earnings measures under generally accepted accounting principles of the United States ( U.S. GAAP ) and do not have a standardized meaning prescribed by U.S. GAAP. Therefore, EBITDA and Adjusted EBITDA may not be comparable to similar measures presented by other issuers. Investors are cautioned that EBITDA and Adjusted EBITDA should not be construed as alternatives to net income or loss or other income statement data (which are determined in accordance with U.S. GAAP) as an indicator of our performance or as a

25 Non-GAAP Measures and Reconciliations Reconciliation of EBITDA to Adjusted EBITDA (in millions except percentages) For the Quarter Ended June 30, Net income $0.3 $1.8 Interest expense Tax 0.1 (0.6) Depreciation & amortization EBITDA (1) $2.1 $3.3 % of Sales 6.6% 9.6% EBITDA $2.1 $3.3 Stock compensation and transaction related compensation costs (2) Adjusted EBITDA (3) $2.2 $3.4 Adjusted EBITDA as % of net revenues 6.9% 8.5% Pro-forma adjustment for public company costs** - (0.2) Pro-forma Adjusted EBITDA (4) $2.2 $3.2 % of Sales 6.9% 9.4% ** The Company converted to a C corporation in May 2017, so the three months ended June 30, 2017 include a pro forma adjustment for approximately $0.2 million of public company costs not included in EBITDA relating to the period April 1, 2017 to May 17, 2017.

26 Non-GAAP Measures and Reconciliations (1)EBITDA is defined as income or loss before interest, income taxes, depreciation and amortization. EBITDA is not a recognized measure under U.S. GAAP and does not have a standardized meaning prescribed by U.S. GAAP. Therefore, EBITDA may not be comparable to similar measures presented by other companies. The table above reconciles net income to EBITDA. See Cautionary Statements Regarding Non-GAAP Measures for further information regarding EBITDA. (2)Stock compensation and IPO transaction related compensation costs. (3)Adjusted EBITDA is defined as EBITDA plus stock based compensation less the gain or loss related to non-recurring events. Adjusted EBITDA is not a recognized measure under U.S. GAAP and does not have a standardized meaning prescribed by U.S. GAAP. Therefore, Adjusted EBITDA may not be comparable to similar measures presented by other companies. The table above reconciles EBITDA to Adjusted EBITDA. See Cautionary Statements Regarding Non-GAAP Measures for further information regarding EBITDA. (4)2017 Pro Forma Adjusted EBITDA is defined as Adjusted EBITDA less public company costs

27 Non-GAAP Measures and Reconciliations Reconciliation of GAAP Net Income to Adjusted Pro Forma Net Income (in millions except shares and EPS) For the Quarter Ended June 30, Net income as reported $0.3 $1.8 Tax benefit from conversion to C corporation (1) - (0.9) Debt issuance cost written off on debt repayment from IPO proceeds net of tax Pro-forma adjustment for public company costs net of tax at 26.41% (2) - (0.2) Adjusted net income $0.3 $0.8 Weighted average diluted shares outstanding 9,823,000 8,870,000 Basic and Diluted (loss) earnings per share as reported $0.03 $0.20 Total EPS Effect $0.00 ($0.12) Adjusted (pro forma) earnings (loss) per share $0.03 $0.08 (1) The tax benefit was generated from a tax credit of $0.9 million arising from the establishment of a deferred tax asset on conversion of the Company from a Minnesota limited liability company to a Delaware corporation immediately prior to the IPO in May 2017 (2) Pro forma adjustments for public company costs: The company converted from a LLC to a corporation on May 11, The pro forma adjustment reflects the run rate of actual public company costs incurred in 2017 as if the company had been a corporation for the whole of the period April 1, 2017 to June 30, 2017.

28 Non-GAAP Measures and Reconciliations CURRENT RATIO June 30, 2018 December 31, 2017 Current Assets $47,379 $46,533 Current Liabilities $22,066 $23,406 Current Ratio Days Sales Outstanding, (DSO), is calculated by taking the sum of net trade and related party receivables divided by annualized sales per day (sales for the quarter, multiplied by 4, and the sum divided by 365). Days Payables Outstanding, (DPO), is calculated by taking the sum of net trade and related party payables divided by annualized cost of sales per day (cost of goods sold for the quarter, multiplied by 4, and the sum divided by 365). Debt net of deferred financing costs is calculated using the Condensed Consolidated Balance Sheet amounts for 1) deferred financing costs revolving loan facility, 2) note payable short term, 3) revolving loan facility and 4) note payable long term net. Debt to Adjusted EBITDA ratio is calculated by dividing total debt at the balance sheet date by trailing twelve month Adjusted EBITDA. DEBT NET OF DEFERRED FINANCING COSTS June 30, 2018 December 31, 2017 Note payable short term 2,012 2,000 Deferred financing costs revolving loan facility (261) (298) Revolving loan facility 13,231 12,511 Note payable long term -net 12,105 12,664 Debt $27,087 $26,877 Inventory turns are calculated by multiplying cost of goods sold for the referenced three-month period by 4 and dividing that figure by inventory as at the referenced period.

29 Non-GAAP Measures and Reconciliations Net working capital as a % of annualized last quarter s sales is the sum of accounts receivable and inventory less accounts payable divided by the last quarter s sales annualized (x4). June 30, 2018 December 31, 2017 Accounts receivable 15,104 18,352 Inventory 30,698 26,691 Accounts payable (15,868) (16,237) Net working capital $29,934 $28,806 Last quarters annualized sales (LQS) 127, ,820 Net working capital % of LQS 23.5% 23.6% Working capital is calculated as total current assets less total current liabilities WORKING CAPITAL June 30, 2018 December 31, 2017 Total Current Assets $47,379 $46,533 Less: Total Current Liabilities 22,066 23,406 Working Capital $25,313 $23,127

30 ASV Holdings, Inc. Q Earnings Conference Call August 9, 2018 At ASV Holdings, Inc. Andrew Rooke, Chairman & C.E.O Contact: At Darrow Associates, Inc. Peter Seltzberg, IR for ASV

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