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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 2001
Commission file number: 0-25620
A.S.V., INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1459569
--------- ----------
State or other jurisdiction of I.R.S. Employer Identification No.
incorporation of organization
840 LILY LANE
GRAND RAPIDS, MN 55744 (218) 327-3434
---------------------- --------------
Address of principal executive offices Registrant's telephone number
Check whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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.
[X] Yes [ ] No
As of August 2, 2001, 10,225,821 shares of registrant's $.01 par value
Common Stock were outstanding.
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PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
A.S.V., INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
JUNE 30, December 31,
ASSETS 2001 2000
----------------- -----------------
CURRENT ASSETS
Cash and cash equivalents.................................. $ 3,761,881 $ 9,483,861
Short-term investments..................................... 1,794,211 1,278,282
Accounts receivable, net................................... 17,889,576 10,557,907
Inventories................................................ 29,661,738 28,064,998
Prepaid expenses and other................................. 965,615 965,026
----------------- -----------------
Total current assets 54,073,021 50,350,074
PROPERTY AND EQUIPMENT, NET................................... 4,582,228 4,656,118
----------------- -----------------
Total Assets $ 58,655,249 $ 55,006,192
================= =================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term liabilities................... $ 83,643 $ 82,090
Accounts payable........................................... 5,155,031 1,822,912
Accrued liabilities
Compensation............................................. 267,689 270,956
Warranties............................................... 450,000 450,000
Commission............................................... 94,924 82,790
Other.................................................... 365,075 220,178
Income taxes payable....................................... 31,784 197,021
----------------- -----------------
Total current liabilities 6,448,146 3,125,947
----------------- -----------------
LONG-TERM LIABILITIES, less current portion................... 2,075,414 2,116,898
----------------- -----------------
COMMITMENTS AND CONTINGENCIES................................. - -
SHAREHOLDERS' EQUITY
Capital stock, $.01 par value:
Preferred stock, 11,250,000 shares authorized;
no shares outstanding.................................. - -
Common stock, 33,750,000 shares authorized;
10,210,857 shares issued and outstanding in 2001;
10,209,997 shares issued and outstanding in 2000....... 102,109 102,100
Additional paid-in capital................................. 40,144,274 40,070,685
Retained earnings.......................................... 9,885,306 9,590,562
----------------- -----------------
50,131,689 49,763,347
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Total Liabilities and Shareholders' Equity $ 58,655,249 $ 55,006,192
================= =================
See notes to consolidated financial statements.
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A.S.V., INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------- -------------------------------
2001 2000 2001 2000
------------- -------------- ------------- --------------
Net sales................................... $ 14,226,161 $ 12,124,441 $ 27,180,877 $ 23,308,025
Cost of goods sold.......................... 12,177,934 9,157,072 22,925,832 17,807,986
------------- -------------- ------------- --------------
Gross profit....................... 2,048,227 2,967,369 4,255,045 5,500,039
Operating expenses:
Selling, general and administrative.... 1,442,801 1,847,874 2,873,537 3,518,197
Research and development............... 548,757 121,222 1,156,256 256,370
------------- -------------- ------------- --------------
Operating income................... 56,669 998,273 225,252 1,725,472
Other income (expense)
Interest expense....................... (36,913) (70,798) (73,738) (164,001)
Other, net............................. 113,018 24,833 289,230 54,598
------------- -------------- ------------- --------------
Income before income taxes......... 132,774 952,308 440,744 1,616,069
Provision for income taxes.................. 42,000 353,000 146,000 600,000
------------- -------------- ------------- --------------
NET EARNINGS....................... $ 90,774 $ 599,308 $ 294,744 $ 1,016,069
============= ============== ============= ==============
Net earnings per common share
Basic.................................. $ .01 $ .06 $ .03 $ .10
============= ============== ============= ==============
Diluted................................ $ .01 $ .06 $ .03 $ .10
============= ============== ============= ==============
Weighted average number of common shares outstanding
Basic.................................. 10,210,857 9,698,837 10,210,427 9,693,849
============= ============== ============= ==============
Diluted................................ 10,337,792 9,875,867 10,327,081 9,915,453
============= ============== ============= ==============
See notes to consolidated financial statements.
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A.S.V., INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
SIX MONTHS ENDED JUNE 30,
2001 2000
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Cash flows from operating activities:
Net earnings............................................... $ 294,744 $ 1,016,069
Adjustments to reconcile net earnings to net
cash provided by (used in) operating activities:
Depreciation........................................... 213,694 199,050
Interest accrued on capital lease obligation........... 24,144 24,144
Deferred income taxes.................................. (50,000) (50,000)
Warrant earned......................................... 75,600 75,600
Tax benefit from stock option exercises................ - (35,000)
Changes in assets and liabilities:
Accounts receivable.................................. (7,331,669) (3,647,857)
Inventories.......................................... (1,596,740) 2,592,944
Prepaid expenses and other........................... 49,411 7,027
Accounts payable..................................... 3,332,119 1,196,259
Accrued expenses..................................... 153,764 129,438
Income taxes payable................................. (165,237) 320,952
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Net cash provided by (used in) operating activities........... (5,000,170) 1,828,626
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Cash flows from investing activities:
Purchase of property and equipment......................... (139,804) (118,416)
Purchase of short-term investments......................... (2,752,943) (2,080)
Redemption of short-term investments....................... 2,237,014 250,000
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Net cash provided by (used in) investing activities........... (655,733) 129,504
------------------ -----------------
Cash flows from financing activities:
Principal payments on line of credit, net.................. - (2,205,000)
Principal payments on long-term liabilities................ (64,075) (237,672)
Proceeds from exercise of stock options, net of costs...... (485) 62,108
Retirements of common stock................................ (1,517) (21,945)
------------------ ------------------
Net cash used in financing activities......................... (66,077) (2,402,509)
------------------ ------------------
Net decrease in cash and cash equivalents..................... (5,721,980) (444,379)
Cash and cash equivalents at beginning of period.............. 9,483,861 743,184
----------------- -----------------
Cash and cash equivalents at end of period.................... $ 3,761,881 $ 298,805
================= =================
Supplemental disclosure of cash flow information:
Cash paid for interest..................................... $ 103,342 $ 189,936
Cash paid for income taxes................................. 361,237 324,390
See notes to consolidated financial statements.
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A.S.V., INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2001
(UNAUDITED)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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.
NOTE 2. INVENTORIES
Inventories consist of the following:
JUNE 30, December 31,
2001 2000
------------------ -----------------
Raw materials, semi-finished and
work in process inventory $ 19,943,742 $ 16,032,996
Finished goods 4,371,963 6,561,815
Used equipment held for resale 5,346,033 5,470,187
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$ 29,661,738 $ 28,064,998
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NOTE 3. LINE OF CREDIT
During the second quarter of 2001, the Company amended its $10 million
line of credit agreement with its primary bank. The amended line of credit
provides for an expiration date of the earlier of demand or June 1, 2002. All
other major terms and conditions remain the same.
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ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth certain Statement of Earnings data as a
percentage of net sales:
Three Months Ended June 30, Six Months Ended June 30,
2001 2000 2001 2000
---------- ---------- ---------- ----------
Net sales.......................... 100.0% 100.0% 100.0% 100.0%
Cost of goods sold................. 85.6 75.5 84.3 76.4
Gross profit....................... 14.4 24.5 15.7 23.6
Selling, general and administrative 10.1 15.2 10.6 15.1
Research and development........... 3.9 1.0 4.3 1.1
Operating income................... .4 8.2 .8 7.4
Net earnings....................... .6 4.9 1.1 4.4
FOR THE THREE MONTHS ENDED JUNE 30, 2001 AND 2000.
Net Sales. Net sales for the three months ended June 30, 2001 increased
17% to approximately $14,226,000, compared with approximately $12,124,000 for
the same period in 2000. The increase in sales was due to the effect of several
factors. First, during the second quarter of 2001, the Company experienced
increased sales of its RC-30 All Surface Loader as the Company has increased its
number of RC-30 dealers from 37 at March 1, 2001 to 59 at June 30, 2001. Second,
the Company continued shipping the private label version of the RC-30 product,
the ASL-300, to Polaris Industries Inc. (Polaris) during the second quarter of
2001. Initial shipments of this product began in the first quarter of 2001.
Third, the Company began shipping undercarriages to Caterpillar Inc.
(Caterpillar) for the jointly developed Multi-Terrain Loader (MTL) product line
manufactured by Caterpillar. Offsetting these increases was a decrease in sales
of the Company's model 4810 Posi-Track. The Company believes this decrease was
attributable to the overall softening of the construction equipment market and
the introduction of the MTL products.
Gross Profit. Gross profit for the three months ended June 30, 2001
decreased to approximately $2,048,000, or 14.4% of net sales, from approximately
$2,967,000, or 24.5% of net sales, for the same period in 2000. The gross profit
and gross profit percentage for the second quarter of 2001 decreased due to
several factors. First, sales of the Polaris ASL-300 product accounted for
nearly half of the Company's total unit volume during the second quarter of
2001. This product is being sold on a cost plus basis, which carries a lower
gross profit than an ASV RC-30, but also requires significantly less sales and
marketing costs. Second, the Company had fewer sales of its higher margin 4810
Posi-Track in 2001 compared with 2000. In 2000, the vast majority of second
quarter sales were from the 4810 while in the second quarter of 2001, sales of
the 4810 accounted for less than 10% of total unit volume. The Company believes
this was due primarily to the overall softening of the construction equipment
market and the introduction of the first two models in the MTL product line.
Third, the Company began producing undercarriages used on the MTL product line
during the second quarter of 2001 during which the Company encountered initial
start up costs that reduced its efficiencies. Finally, sales of the 2800 series
Posi-Tracks for the second quarter of 2001 were approximately double what they
were in the second quarter of 2000. These 2001 sales were made at a discount off
standard dealer net terms to stimulate sales.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased from approximately $1,848,000, or 15.2% of net
sales, in the second quarter of 2000, to approximately $1,443,000, or 10.1% of
net sales, in the second quarter of 2001. This decrease was due primarily to
decreased commissions paid to Caterpillar due to the change in sales mix
experienced in 2001. ASV pays no commission to Caterpillar on the sale of any
MTL undercarriages, the RC-30 or the ASL-300.
Research and Development Expenses. Research and development expenses
increased from approximately $121,000 in the second quarter of 2000 to
approximately $549,000 in the second quarter of 2001. The increase was due to
the Company's alliance with Caterpillar for the continued development and
testing of the MTLs. ASV has agreed to reimburse Caterpillar for their research
and development expenditures for the development and testing of the MTL models.
The Company began shipping MTL undercarriages to Caterpillar under this alliance
in the second quarter of 2001. These undercarriages will be used on the first
two MTL models available to Caterpillar dealers. The Company continues to
develop additional MTL models that are expected to be introduced in 2002.
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The Company intends to continue investing in research and development
for the rest of 2001, the majority of which is expected to be the reimbursement
of Caterpillar's costs for the MTL product line. The Company anticipates its
investment in research and development activities will be less in 2002.
Other Income (Expense). Interest expense decreased from approximately
$71,000 for the second quarter of 2000 to approximately $37,000 for the second
quarter of 2001. The decrease was due to no line of credit usage in 2001. This
was a result of the proceeds received from the sale of common stock to
Caterpillar in the fourth quarter of 2000. Other income increased to
approximately $113,000 in the second quarter of 2001 from approximately $25,000
for the second quarter of 2000. This increase was due primarily to greater
interest income from increased short-term investments.
Net Earnings. Net earnings for the second quarter of 2001 were
approximately $91,000, compared with approximately $599,000 for the second
quarter of 2000. The decrease was primarily a result of decreased gross profit
percentage and increased research and development expenses, offset in part by
decreased selling, general and administrative expenses and increased
non-operating income.
FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000.
Net Sales. Net sales for the six months ended June 30, 2001 increased
17%, to approximately $27,181,000 compared with approximately $23,308,000 for
the same period in 2000. This increase was the result of several offsetting
factors. First, the Company's RC-30 All Surface Loader, which was introduced in
the third quarter of 2000, accounted for 30% of unit sales in 2001. Second, the
Company began shipping the private label version of the RC-30 All Surface Loader
under its alliance with Polaris during the first quarter of 2001. This unit
accounted for approximately 38% of the Company's unit sales in 2001. Third, the
Company began shipping undercarriages to Caterpillar for the jointly developed
MTL product line manufactured by Caterpillar. Offsetting these increases was a
decrease in sales of the Company's model 4810 Posi-Track. The Company believes
this decrease was attributable to the overall softening of the construction
equipment market and the introduction of the MTL products.
Gross Profit. Gross profit for the six months ended June 30, 2001 was
approximately $4,255,000, or 15.7% of net sales, compared with approximately
$5,500,000, or 23.6% of net sales, for the six months ended June 30, 2000. The
decreased gross profit and gross profit percentage was due primarily to a change
in the sales mix experienced in 2001. As discussed above, the Company had a high
concentration of sales of the ASL-300, which carries a lower gross profit than
any of the Company's other products, but requires significantly less sales and
marketing costs. The Company experienced fewer sales of its higher margin model
4810 Posi-Track due to industry wide softening of construction equipment sales
and the introduction of the MTL products. The Company began producing
undercarriages to be used on the MTL product line during the second quarter of
2001 during which the Company encountered initial start up costs that reduced
its efficiencies. Finally, sales of the 2800 series Posi-Tracks for the first
six months of 2001 were approximately 50% higher than what they were in the same
period of 2000. These 2001 sales were made at a discount off standard dealer net
terms to stimulate sales.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased from approximately $3,518,000, or 15.1% of net
sales, for the six months ended June 30, 2000, to approximately $2,874,000, or
10.6% of net sales, for the six months ended June 30, 2001. This decrease was
due primarily to decreased commissions paid to Caterpillar as a result of the
change in sales mix experienced during the first half of 2001. The Company pays
no commission to Caterpillar on the sale of any MTL undercarriages, the RC-30 or
the ASL-300.
Research and Development Expenses. Research and development expenses
increased from approximately $256,000 in 2000 to approximately $1,156,000 in
2001. The increase was due to the Company's alliance with Caterpillar for the
continued development and testing of the MTL product line.
Other Income (Expense). Interest expense decreased from approximately
$164,000 for the first six months of 2000 to approximately $74,000 for the first
six months of 2001. The decrease was due to no line of credit usage in 2001.
This was a result of the proceeds received from the sale of common stock to
Caterpillar in the fourth quarter of 2000. Other income increased to
approximately $289,000 in the first six months of 2001 from approximately
$55,000 for the first six months of 2000. This increase was due primarily to
greater interest income from increased short-term investments.
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Net Earnings. Net earnings for the six months ended June 30, 2001
decreased to approximately $295,000 from approximately $1,016,000 for the six
months ended June 30, 2000. The decrease was primarily a result of decreased
gross profit percentage and increased research and development expenses, offset
in part by decreased selling, general and administrative expenses and increased
non-operating income.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2001, the Company had working capital of approximately
$47,625,000 compared with approximately $47,224,000 at December 31, 2000. While
overall working capital remained relatively the same during the quarter, several
components changed. First, cash and short-term investments decreased
approximately $5,206,000 due primarily to funding operations during the quarter.
Second, accounts receivable increased approximately $7,332,000 due to a 17%
increase in sales during the first half of 2001 over 2000. In addition, the
Company has offered extended payment terms, generally less than 180 days, on
certain sales of its products, thereby causing accounts receivable to increase.
Third, inventory increased in total approximately $1,597,000 from December 31,
2000 to June 30, 2001. The main reason for this overall increase is an increase
in raw materials of approximately $3,911,000 in the first half of 2001 due to
increased production levels, additional inventory needed for the private label
version of the RC-30 product and the start of production of the MTL
undercarriages. Partially offsetting this increase was a decrease of
approximately $2,190,000 in finished goods, due primarily to increased sales of
the 2800 series Posi-Track in 2001. Fourth, working capital was also impacted by
increased accounts payable compared with December 31, 2000. These increased
accounts payable were due primarily to increased production levels, additional
inventory needed for the private label version of the RC-30 product and the
start of production of the MTL undercarriages.
In October 2000, the Company and Caterpillar entered into an alliance
agreement pursuant to which they plan to jointly develop and manufacture a new
product line of Caterpillar rubber track skid steer loaders called Multi-Terrain
Loaders. The product line, which is expected to include five new models, will
feature Caterpillar's patented skid steer loader technology and ASV's
patent-pending Maximum Traction Support System(TM) rubber track undercarriage.
The machines are expected to complement existing models in both ASV's and
Caterpillar's current product lines. They will be sold through the Caterpillar
dealer network.
Under the terms of this alliance agreement, ASV intends to use a
portion of the stock sale proceeds to fund development of the new models. The
first two models were introduced to a limited number of North American
Caterpillar dealers in the second quarter of 2001. The new machines are
assembled at Caterpillar's skid steer loader facility in Sanford, North
Carolina. The undercarriages are manufactured at ASV's headquarters in Grand
Rapids, Minnesota.
The Company recognizes as sales its cost for the undercarriage, as
defined in the agreement, plus a portion of the gross profit that Caterpillar
will recognize upon sale of the MTL to Caterpillar dealers, when the Company
ships undercarriages to Caterpillar. The MTL's are not a commissionable product
under the Company's Commercial Alliance Agreement with Caterpillar.
In December 2000, the Company made a sale to one customer totaling
approximately $4.0 million. Due to physical space limitations at the customer's
facilities, delivery of the product is being made during 2001. The Company
agreed to provide interest-free terms for these products until July 2001. Any
product sold by the customer prior to July 2001 must be paid by the tenth day of
the month following the month of sale. For any product not paid by July 2001,
the Company agreed to provide financing at the rate of 10% per annum, such
interest to be payable monthly. All remaining unpaid amounts and any accrued
interest are due and payable December 31, 2001. The Company followed the
requirements for revenue recognition as set forth in Staff Accounting Bulletin
No. 101, "Revenue Recognition in Financial Statements" for this transaction.
During 2001, this customer has not paid for the minimum number of units
by July 2001 as specified by the terms of the agreement. Accordingly, the number
of units that are subject to financing is greater than the amount originally
anticipated by approximately $1.2 million. The total amount that will be subject
to financing is approximately $3.8 million as of August 2001.
In January 2001, the Company entered into a licensing agreement that
allows Polaris to sell an ASV-built, rubber track, all-surface utility loader
similar to the Company's RC-30 All Surface Loader. The agreement gives Polaris
the worldwide exclusive right to market and sell the utility loader under its
own nameplate through its worldwide dealer network and market and sell the
untility loader to certain national rental centers. 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.
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The Company sells the Polaris branded machine, as well as parts and
accessories, to Polaris on a cost plus basis. The gross profit on these machines
is less than the gross profit ASV recognizes on the sale of its RC-30 product,
parts and accessories. However, the Company does not expect to incur significant
sales and marketing costs on the sale of products to Polaris.
The Company believes its existing cash and marketable securities,
together with cash expected to be provided by operations and available, unused
credit lines, will satisfy the Company's projected working capital needs and
other cash requirements for at least the next twelve months.
The statements set forth above under "Liquidity and Capital Resources"
and elsewhere in this Form 10-Q regarding ASV's plans to jointly develop and
manufacture rubber-tracked machines with Caterpillar, including the number of
models to be developed, the timing of their planned introduction, ASV's future
product mix and ASV's future profitability and expense 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 development and manufacture of the machines, market
acceptance of the machines, general market conditions, corporate developments at
ASV, Polaris or Caterpillar and ASV's ability to realize the anticipated
benefits from its alliances with Polaris and Caterpillar. Actual results might
differ materially from those anticipated in such forward-looking statements. 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 in the Risk Factors filed as Exhibit 99 to this Current Report on Form
10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has no history of, and does not anticipate in the future,
investing in derivative financial instruments, derivative commodity instruments
or other such financial instruments. Transactions with international customers
are entered into in US dollars, precluding the need for foreign currency hedges.
Additionally, the Company invests in money market funds and fixed rate U.S.
government and corporate obligations, which experience minimal volatility. Thus,
the exposure to market risk is not material.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
ASV is a party to certain claims arising in the ordinary course of
business. In the opinion of management, the outcome of such claims will not
materially affect ASV's current or future financial position or results of
operation.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of shareholders of A.S.V., Inc. was held on
June 1, 2001. Matters submitted at the meeting for vote by the
shareholders were as follows:
(a) Election of Directors.
The following directors were elected at the Annual
Meeting, each with the following votes:
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For Against
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Gary D. Lemke 9,333,991 17,528
Edgar E. Hetteen 9,338,491 13,028
Jerome T. Miner 9,342,451 9,068
Karlin S. Symons 9,340,201 11,318
Leland T. Lynch 9,344,701 6,818
James H. Dahl 9,344,641 6,878
R. E. "Teddy" Turner, IV 9,336,262 15,257
Richard A. Benson 9,330,476 21,043
Richard A. Cooper 9,277,422 74,097
Robert R. Macier 9,329,926 21,593
(b) Ratification of Appointment of Independent Public
Accountants.
Shareholders ratified the appointment of Grant
Thornton LLP as the Company's independent public
accountants for the fiscal year ending December 31,
2001, with a vote of 9,334,221 votes for, 2,000 votes
against and 15,298 shares abstaining.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
Exhibit
Number Description
3.1 Second Restated Articles of Incorporation of the Company (a)
3.1a Amendment to Second Restated Articles of Incorporation of the
Company filed January 6, 1997 (e)
3.1b Amendment to Second Restated Articles of Incorporation of the
Company filed May 4, 1998 (h)
3.2 Bylaws of the Company (a)
3.3 Amendment to Bylaws of the Company adopted April 13, 1999 (l)
4.1 Specimen form of the Company's Common Stock Certificate (a)
4.3 * 1994 Long-Term Incentive and Stock Option Plan (a)
4.4 Warrant issued to Leo Partners, Inc. on December 1, 1996 (d)
4.5 * 1996 Incentive and Stock Option Plan (e)
4.6 * 1996 Incentive and Stock Option Plan, as amended (f)
4.7 * 1998 Non-Employee Director Stock Option Plan (f)
4.8 * Amendment to 1998 Non-Employee Director Stock Option Plan (m)
4.9 Securities Purchase Agreement dated October 14, 1998 between
Caterpillar Inc. and the Company (h)
4.10 Warrant issued to Caterpillar Inc. on January 29, 1999 (i)
4.11 Securities Purchase Agreement dated October 31, 2000 between
Caterpillar Inc. and the Company (n)
4.12 Replacement Warrant issued to Caterpillar Inc. on October 31,
2000 (n)
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10.1 Development Agreement dated July 14, 1994 among the Iron Range
Resources and Rehabilitation Board, the Grand Rapids Economic
Development Authority ("EDA") and the Company (b)
10.2 Lease and Option Agreement dated July 14, 1994 between the EDA
and the Company (b)
10.3 Option Agreement dated July 14, 1994 between the EDA and the
Company (b)
10.4 Supplemental Lease Agreement dated April 18, 1997 between the
EDA and the Company (e)
10.5 Supplemental Development Agreement dated April 18, 1997
between the EDA and the Company (e)
10.6 Line of Credit dated May 22, 1997 between Norwest Bank
Minnesota North, N.A. and the Company (e)
10.7 * Employment Agreement dated October 17, 1994 between the
Company and Thomas R. Karges (c)
10.8 Consulting Agreement between the Company and Leo Partners,
Inc. dated December 1, 1996 (d)
10.9 Extension of Lease Agreement dated May 13, 1998 between the
EDA and the Company (g)
10.10 First Amendment to Credit Agreement dated September 30, 1998
between Norwest Bank Minnesota North, N.A. and the Company (g)
10.11 Commercial Alliance Agreement dated October 14, 1998 between
Caterpillar Inc. and the Company (h)
10.12 Management Services Agreement dated January 29, 1999 between
Caterpillar Inc. and the Company (j)
10.13 Marketing Agreement dated January 29, 1999 between Caterpillar
Inc. and the Company (j)
10.14 Third Amendment to Credit Agreement dated June 9, 1999 between
Norwest Bank Minnesota North, N.A. and the Company (k)
10.15 Fourth Amendment to Credit Agreement dated June 1, 2000
between Norwest Bank Minnesota North, N.A. and the Company (m)
10.17** Multi-Terrain Rubber-Tracked Loader Alliance Agreement dated
October 31, 2000 between Caterpillar Inc. and the Company (n)
10.18** Manufacturing and Distribution Agreement dated January 2, 2001
between Polaris Industries Inc. and the Company (o)
10.19 Fifth Amendment to Credit Agreement dated June 1, 2001 between
Wells Fargo Bank Minnesota, N.A. and the Company
11 Statement re: Computation of Per Share Earnings
22 List of Subsidiaries (a)
99 Risk Factors
--------------------------------------------------------------
(a) Incorporated by reference to the Company's
Registration Statement on Form SB-2 (File No.
33-61284C) filed July 7, 1994.
(b) Incorporated by reference to the Company's
Post-Effective Amendment No. 1 to Registration
Statement on Form SB-2 (File No. 33-61284C) filed
August 3, 1994.
(c) Incorporated by reference to the Company's Quarterly
Report on Form 10-QSB for the quarter ended September
30, 1994 (File No. 33-61284C) filed November 11,
1994.
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(d) Incorporated by reference to the Company's Annual
Report on Form 10-KSB for the year ended December 31,
1996 (File No. 0-25620) filed electronically March
28, 1997.
(e) Incorporated by reference to the Company's Quarterly
Report on Form 10-QSB for the quarter ended June 30,
1997 (File No. 0-25620) filed electronically August
13, 1997.
(f) Incorporated by reference to the Company's Definitive
Proxy Statement for the year ended December 31, 1997
(File No. 0-25620) filed electronically April 28,
1998.
(g) Incorporated by reference to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30,
1998 (File No. 0-25620) filed electronically August
12, 1998.
(h) Incorporated by reference to the Company's Current
Report on Form 8-K (File No. 0-25620) filed
electronically October 27, 1998.
(i) Incorporated by reference to the Company's Current
Report on Form 8-K (File No. 0-25620) filed
electronically February 11, 1999.
(j) Incorporated by reference to the Company's Annual
Report on Form 10-K for the year ended December 31,
1998 (File No. 0-25620) filed electronically March
26, 1999.
(k) Incorporated by reference to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30,
1999 (File No. 0-25620) filed electronically August
9, 1999.
(l) Incorporated by reference to the Company's Quarterly
Report on Form 10-Q for the quarter ended September
30, 1999 (File No. 0-25620) filed electronically
November 12, 1999.
(m) Incorporated by reference to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30,
2000 (File No. 0-25620) filed electronically August
10, 2000.
(n) Incorporated by reference to the Company's Quarterly
Report on Form 10-Q for the quarter ended September
30, 2000 (File No. 0-25620) filed electronically
November 13, 2000.
(o) Incorporated by reference to the Company's Annual
Report on Form 10-K for the year ended December 31,
2000 (File No. 0-25620) filed electronically March
30, 2001.
* Indicates management contract or compensation plan or
arrangement.
** 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.
(B) REPORTS ON FORM 8-K
The following current Report on Form 8-K was filed by the Company
during the quarter ended June 30, 2001:
Current Report on Form 8-K dated April 24, 2001 reporting under Item 5.
"Other Events" that on April 24, 2001, ASV issued a press release disclosing its
financial results for the three months ended March 31, 2001. In addition, the
press release contained information regarding a conference call to be held April
24, 2001 during which ASV intends to discuss its financial results for the three
months ended March 31, 2001 and its outlook for fiscal year 2001.
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SIGNATURES
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.
A.S.V., INC.
Dated: August 13, 2001 By /s/ Gary Lemke
------------------------------------------------
Gary Lemke
President
Dated: August 13, 2001 By /s/ Thomas R. Karges
------------------------------------------------
Thomas R. Karges
Chief Financial Officer
(principal financial and accounting officer)
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EXHIBIT INDEX
EXHIBIT METHOD OF FILING
- ------- ----------------
10.19 Fifth Amendment to Credit Agreement............................... Filed herewith electronically
11 Statement re: Computation of Per Share Earnings................... Filed herewith electronically
99 Risk Factors...................................................... Filed herewith electronically
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