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 MARCH 31, 2002
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
P.O. BOX 5160
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 May 9, 2002, 10,180,659 shares of the registrant's Common Stock were
issued and outstanding.
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
A.S.V., INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
MARCH 31, December 31,
2002 2001
ASSETS --------------- --------------
CURRENT ASSETS
Cash and cash equivalents........................ $ 1,541,151 $ 5,221,591
Short-term investments........................... 935,449 725,249
Accounts receivable, net......................... 16,233,596 16,828,489
Inventories...................................... 33,451,972 28,614,053
Prepaid expenses and other....................... 1,707,008 1,756,844
-------------- --------------
Total current assets 53,869,176 53,146,226
Property and equipment, net........................ 4,710,344 4,794,578
-------------- --------------
Total Assets $ 58,579,520 $ 57,940,804
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term liabilities......... $ 105,895 $ 106,008
Accounts payable................................. 4,467,317 2,449,144
Accrued liabilities
Compensation................................... 248,293 269,919
Warranty reimbursements........................ 758,900 879,900
Warranties..................................... 500,000 500,000
Other.......................................... 600,992 646,636
Income taxes payable............................. - 505,062
-------------- --------------
Total current liabilities 6,681,397 5,356,669
-------------- --------------
LONG-TERM LIABILITIES, less current portion........ 1,986,541 2,012,652
-------------- --------------
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;
shares issued and outstanding - 10,179,819 in 2002
10,205,306 in 2001........................... 101,798 102,053
Additional paid-in capital....................... 39,829,135 40,123,200
Retained earnings................................ 9,980,649 10,346,230
-------------- --------------
49,911,582 50,571,483
-------------- --------------
Total Liabilities and Shareholders' Equity $ 58,579,520 $ 57,940,804
============== ==============
See notes to consolidated financial statements.
2
A.S.V., INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
2002 2001
-------------- --------------
Net sales........................................... $ 6,177,828 $ 12,954,716
Cost of goods sold.................................. 4,753,140 10,747,898
-------------- --------------
Gross profit................................ 1,424,688 2,206,818
Operating expenses
Selling, general and administrative............... 1,332,032 1,430,736
Research and development.......................... 674,433 607,499
-------------- --------------
Operating income (loss).................... (581,777) 168,583
Other income (expense)
Interest expense.................................. (31,147) (36,825)
Other, net........................................ 66,343 176,212
-------------- --------------
Income (loss) before income taxes........... (546,581) 307,970
Provision for (benefit from) income taxes........... (181,000) 104,000
--------------- --------------
NET EARNINGS (LOSS)......................... $ (365,581) $ 203,970
=============== ==============
Net earnings (loss) per common share:
Basic........................................... $ (.04) $ .02
============== ==============
Diluted......................................... $ (.04) $ .02
============== ==============
Weighted average number of common shares outstanding:
Basic........................................... 10,194,663 10,209,997
============== ==============
Diluted......................................... 10,194,663 10,316,369
============== ==============
See notes to consolidated financial statements.
3
A.S.V., INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
2002 2001
-------------- --------------
Cash flows from operating activities:
Net earnings (loss).............................. $ (365,581) $ 203,970
Adjustments to reconcile net earnings (loss) to
net cash used in operating activities:
Depreciation................................. 114,916 109,305
Interest accrued on capital lease obligation. 12,072 12,072
Deferred income taxes........................ 60,000 (20,000)
Warrant earned............................... - 37,800
Changes in assets and liabilities:
Accounts receivable........................ 594,893 (6,019,521)
Inventories................................ (4,837,919) (175,315)
Prepaid expenses and other................. (10,164) 23,204
Accounts payable........................... 2,018,173 2,496,716
Accrued liabilities........................ (188,270) 98,965
Income taxes payable....................... (505,062) 37,763
--------------- --------------
Net cash used in operating activities..... (3,106,942) (3,195,041)
--------------- --------------
Cash flows from investing activities:
Purchase of property and equipment............... (30,682) (34,228)
Purchase of short-term investments............... (935,449) (2,753,270)
Redemption of short-term investments............. 725,249 -
-------------- --------------
Net cash used in investing activities..... (240,882) (2,787,498)
--------------- --------------
Cash flows provided by financing activities:
Principal payments on long-term liabilities...... (38,296) (32,217)
Proceeds from exercise of stock options.......... 9,375 -
Retirement of common stock....................... (303,695) -
--------------- --------------
Net cash used in financing activities..... (332,616) (32,217)
--------------- --------------
Net decrease in cash and cash equivalents. (3,680,440) (6,014,756)
Cash and cash equivalents at beginning of period... 5,221,591 9,483,861
-------------- --------------
Cash and cash equivalents at end of period......... $ 1,541,151 $ 3,469,105
============== ==============
Supplemental disclosure of cash flow information:
Cash paid for interest........................... $ 65,973 $ 36,889
============== ==============
Cash paid for income taxes....................... $ 455,881 $ 86,237
============== ==============
See notes to consolidated financial statements.
4
A.S.V., INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 2002
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.
NEW ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) 141, Business Combinations,
and SFAS 142, Goodwill and Other Intangible Assets. These pronouncements, among
other things, eliminate the pooling-of-interest method of accounting for
business combinations and require intangible assets acquired in business
combinations be recorded separately from goodwill. The pronouncements also
eliminate the amortization of goodwill and other intangible assets with
indefinite lives. SFAS 141 and the nonamortization provisions of SFAS 142 were
effective for purchase business combinations completed after June 30, 2001. The
remaining provisions of SFAS 142 were effective for the Company beginning
January 1, 2002.
In September 2001, the FASB issued SFAS 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. SFAS 144 supercedes SFAS 121 and
further clarifies the accounting for disposals of long-lived assets. This
statement was effective for the Company beginning January 1, 2002.
These pronouncements were adopted on January 1, 2002. Their adoption had
no effect on the Company.
NOTE 2. INVENTORIES
Inventories consist of the following:
MARCH 31, December 31,
2002 2001
-------------- ---------------
Raw materials, semi-finished and
work in process inventory $ 17,589,246 $ 16,438,019
Finished goods 11,469,003 7,723,738
Used equipment held for resale 4,393,723 4,452,296
-------------- ---------------
$ 33,451,972 $ 28,614,053
============== ===============
5
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
CRITICAL ACCOUNTING POLICIES
The following discussion and analysis of the Company's financial
condition and results of operations is based upon its financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States. The preparation of these financial statements
requires management to make estimates and judgments that affect the reported
amounts of assets, liabilities and expenses, and related disclosures. On an
on-going basis, management evaluates its estimates and judgments, including
those related to accounts receivable, inventories and warranty obligations. By
their nature, these estimates and judgments are subject to an inherent degree of
uncertainty. Management bases its estimates and judgments on historical
experience, observance of trends in the industry, information provided by
customers and other outside sources and on various other factors that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.
Management believes the following critical accounting policies, among
others, affect its more significant judgments and estimates used in the
preparation of its consolidated financial statements.
Revenue Recognition and Accounts Receivable. Revenue is recognized when
persuasive evidence of an arrangement exists, delivery has occurred, the price
is fixed or determinable and collectibility is reasonably assured. The Company
generally obtains oral or written purchase authorizations from customers for a
specified amount of product at a specified price and considers delivery to have
occurred at the time of shipment. ASV maintains an allowance for doubtful
accounts for estimated losses resulting from the inability of its customers to
make required payments. If the financial condition of ASV's customers were to
deteriorate, resulting in an impairment of their ability to make payments,
additional allowances may be required.
Inventories. Inventories are stated at the lower of cost or market, cost
being determined on the first-in, first-out method. Adjustments to slow moving
and obsolete inventories to the lower of cost or market are provided based on
historical experience and current product demand. The Company evaluates the
adequacy of the inventories carrying value quarterly.
Warranties. ASV provides for the estimated cost of product warranties at
the time revenue is recognized. While ASV engages in extensive product quality
programs and processes, including actively monitoring and evaluating the quality
of its component suppliers, ASV's warranty obligation is affected by product
failure rates, material usage and service delivery costs incurred in correcting
a product failure. Should actual product failure rates, material usage or
service delivery costs differ from ASV's estimates, revisions to the estimated
warranty liability may be required.
RESULTS OF OPERATIONS
The following table sets forth certain Statements of Operations data as
a percentage of net sales:
Three Months Ended March 31,
----------------------------
2002 2001
---------- -----------
Net sales................................ 100.0% 100.0%
Cost of goods sold....................... 76.9 83.0
Gross profit............................. 23.1 17.0
Selling, general and administrative...... 21.6 11.0
Research and development................. 10.9 4.7
Operating income (loss).................. (9.4) 1.3
Net earnings (loss)...................... (5.9) 1.6
Net Sales. For the three months ended March 31, 2002, net sales
decreased 52% to approximately $6,178,000 compared with approximately
$12,955,000 for the same period in 2001. This decrease was due to several
offsetting factors. First, the Company experienced no sales of its
undercarriages for use by Caterpillar Inc. (Caterpillar) on its Multi-Terrain
Loaders (MTLs) in the first quarter of 2002. The production ramp up issue
experienced by Caterpillar at its skid steer facility did not get resolved in
the first quarter, which prevented ASV from shipping undercarriages for these
products. This issue has now been resolved and MTL undercarriage production has
resumed. Second, the Company had no shipments of the private label version of
the RCo30 All Surface Loader under its alliance with Polaris Industries Inc.,
the ASL-300, in the first quarter of 2002. Third, sales of the 4810 Posi-Track
decreased in the first quarter of 2002 due in part to the introduction of the
first two models of MTLs by Caterpillar in the summer of 2001. Offsetting these
decreases were sales related to the introduction of the RCo50 which went into
production in the first quarter of 2002.
6
Gross Profit. Gross profit for the three months ended March 31, 2002
decreased to approximately $1,425,000, compared with approximately $2,207,000
for the same period in 2001. The gross profit percentage increased from 17.0% in
2001 to 23.1% in 2002. The decrease in gross profit can be attributed to the
decreased sales experienced during the first quarter of 2002. The increase in
gross profit percentage was due to a shift in the mix of products sold in the
first quarter of 2002. As discussed above, the Company had no sales of the
private label version of the RCo30 All Surface Loader to Polaris in the first
quarter of 2002. The ASL-300 is sold on a cost plus basis, which results in a
lower gross profit than the Company typically achieves on its RCo30 product.
Also, the Company began production of the RCo50 in March 2002. As the production
of the RCo50 is very similar to the RCo30, ASV did not encounter the
inefficiencies it has experienced previously with producing a new product.
Finally, a lesser number of 2800 series Posi-Tracks were sold in the first
quarter of 2002 compared with 2001. Many of the sales of these products in 2001
were made at a discount off standard dealer terms to stimulate sales.
Selling, General and Administrative. Selling, general and administrative
expenses decreased from approximately $1,431,000, or 11.0% of net sales in the
first quarter of 2001, to approximately $1,332,000, or 21.6% of net sales in the
first quarter of 2002. The decrease in expenses was due primarily to decreased
commissions paid to Caterpillar as a result of the change in sales mix
experienced during the first quarter of 2002. The Company pays no commission to
Caterpillar on the sale of R-Series products. The increase in selling, general
and administrative expenses as a percentage of net sales was due to the sales
decrease experienced during the first quarter of 2002.
Research and Development. Research and development expenses increased
from approximately $607,000 in the first quarter of 2001 to approximately
$674,000 in the first quarter of 2002. The increase was due to the Company's
alliance with Caterpillar for the continued development, testing and integration
of the undercarriages for the MTL product line. In addition, the Company was
developing the newest models in its R-Series product line, the Ro50 and the
RCo50, which were introduced in January 2002, with the RCo50 being placed into
production in March 2002.
The Company anticipates research and development expenses will decrease
in 2002 as it expects to complete the development of the MTL product line with
Caterpillar in late 2002. The Company anticipates its investment in research and
development will be approximately $1 million less in fiscal 2002 as compared to
fiscal 2001.
Other Income (Expense). Interest expense decreased from approximately
$37,000 for the first quarter of 2001 to approximately $31,000 for the first
quarter of 2002. The decrease was due to the Company refinancing approximately
$784,000 of its long-term debt from 9.0% to 6.5% for a five-year term in
December 2001. Other income decreased from approximately $176,000 in the first
quarter of 2001 to approximately $66,000 for the first quarter of 2002. This
decrease was due primarily to lower interest income from decreased short-term
investments as the Company used these investments to fund operations in the
first quarter of 2002.
Net Earnings (Loss). For the first quarter of 2002, net loss was
approximately $366,000, compared with net earnings of approximately $204,000 for
the first quarter of 2001. The decrease was primarily a result of decreased
sales, offset in part by an increased gross profit percentage.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2002, the Company had working capital of approximately
$47,188,000 compared with approximately $47,790,000 at December 31, 2001. While
overall working capital remained relatively the same during the quarter, several
components changed. First, cash and short-term investments decreased
approximately $3,470,000 due primarily to funding operations during the first
quarter of 2002. Second, accounts receivable decreased approximately $595,000
due to the decrease in sales during the first quarter of 2002. Third,
inventories increased approximately $4,838,000 from December 31, 2001. Raw
materials increased due to the start of production of the RCo50 in March of 2002
and expected start of production of the Ro50 in April of 2002. Finished goods
increased due to lower than anticipated sales in the first quarter of 2002. In
addition, the Company elected to produce the majority of the RCo30s and 2800
series Posi-Tracks it expects to need for 2002 during the first quarter when it
could not complete MTL undercarriages. Accounts payable increased approximately
$2,018,000 at March 31, 2002 compared with December 31, 2001 due primarily to
increased production levels and the reimbursement to Caterpillar for their
research and development costs for the MTL project. Income taxes payable
decreased approximately $505,000 due to the loss incurred during the first
quarter of 2002 and the payment of 2001 taxes in 2002.
7
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 (MTL). The product line, which is expected to include five new models,
will feature Caterpillar's patented skid steer loader technology and ASV's
patented Maximum Traction Support System rubber track undercarriage. The
machines are expected to complement existing models in both ASV's and
Caterpillar's current product lines. They are being sold through the Caterpillar
dealer network.
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 MTLs 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 was made during 2001. The Company agreed to
provide interest-free terms for these products until July 2001. The customer
agreed to pay for any product sold prior to July 2001 by the tenth day of the
month following the month of sale and also agreed to pay for a minimum of 80
units by July 2001. For any product not paid by July 2001, the Company agreed to
provide floor plan financing at the rate of 10% per annum, such interest to be
payable monthly. All remaining unpaid amounts and any accrued interest were to
be paid by December 31, 2001.
During 2001, this customer did not make payments in accordance with the
terms of its agreement with the Company, including approximately $800,000 of
machines sold by the customer for which payment was not remitted to the Company.
The Company has been working closely with this customer to develop a
plan for the payment of the amounts owed. In January 2002, the Company and the
customer entered into a note agreement for the value of the machines that had
been previously sold by the customer for which payment was not remitted to the
Company. The amount of the note is $800,000 and is due in 48 monthly
installments plus interest at the prime rate plus 2%, beginning March 15, 2002.
The customer has made payments on a timely basis under this note. Should the
customer be successful in raising a minimum of $2.5 million through a private
placement offering, the Company has agreed to convert $500,000 of the note
balance to shares of convertible preferred stock in the private placement. The
Company has also obtained a security interest in the machines that have not yet
been sold by the customer. In addition, the customer has agreed to remit payment
to the Company for any machines it sells, which the customer has been doing.
In the fourth quarter of 2001, the Company established a remarketing
reserve of $250,000 for any expected costs associated with remarketing existing
machines at this customer's locations. The Company believes it may be necessary
to remarket a portion of these machines to other customers to accelerate payment
to the Company. Through March 31, 2002, no machines have been remarketed.
On September 24, 2001, the Company announced the implementation of a
stock buy-back program whereby ASV may repurchase up to $5 million of its common
stock in the open market. The Company is funding the repurchases with available
funds. The repurchase program is expected to last not more than twelve months or
until such amount of stock is repurchased. As of May 1, 2002, the Company had
repurchased 52,780 shares of its common stock under this buy-back program for an
aggregate purchase price of approximately $565,000.
During 2001 and 2000, the Company provided extended term financing
programs, generally not exceeding 180 days, to its customers. This extended term
financing program contributed to the increase in the Company's accounts
receivable balance in 2001. The Company is not utilizing this type of program in
2002. Instead, the Company has affiliated itself with several finance companies
that will be financing the sale of the Company's products. By using these
finance companies, the Company will be receiving payment for its products
shortly after their shipment. The Company does intend to pay a portion of the
interest cost associated with financing these shipments that would normally be
paid by the customer, generally ranging from three to twelve months, depending
on the amount of down payment made by the customer.
The Company believes this change in how the Company expects to receive
payment for the sale of its products, its existing cash and marketable
securities, together with its available, unused $10 million credit line, will
satisfy the Company's projected working capital needs and other cash
requirements for at least the next twelve months.
8
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. 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 its Current Report on Form 10-Q for the quarter ended
June 30, 2001.
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 U.S. 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 AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
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 (d)
3.1b Amendment to Second Restated Articles of Incorporation of the Company filed May 4,
1998 (g)
9
Exhibit
Number Description
-------- -----------
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)
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 June 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
Exhibit
Number Description
-------- -----------
10.15 Fourth Amendment to Credit Agreement dated June 1, 2000 between Norwest Bank Minnesota
North, N.A. and the Company (m)
10.16** Multi-Terrain Rubber-Tracked Loader Alliance Agreement dated October 31, 2000 between
Caterpillar Inc. and the Company (n)
10.17** Manufacturing and Distribution Agreement dated January 2, 2001 between Polaris Industries Inc.
and the Company (o)
10.18 Fifth Amendment to Credit Agreement dated June 1, 2001 between Wells Fargo Bank
Minnesota, N.A. and the Company (p)
11 Statement re: Computation of Per Share Earnings
22 List of Subsidiaries (a)
99 Risk Factors (p)
- ----------------
(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.
(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.
11
(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.
(p) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2001 (File No. 0-25620) filed electronically
August 13, 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 March 31, 2002:
Current Report on Form 8-K dated March 8, 2002 reporting under Item 9.
"Regulation FD Disclosure" that on March 8, 2002, ASV issued a press release
disclosing its financial results for the three and twelve months ended December
31, 2001. In addition, the press release contained information regarding a
conference call held March 8, 2002 during which ASV discussed its financial
results for the three and twelve months ended December 31, 2001.
- --------------------------------------------------------------------------------
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: May 14, 2002 By /s/ Gary Lemke
------------------------------------
Gary Lemke
President
Dated: May 14, 2002 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
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11 Statement re: Computation of Per Share Earnings Filed herewith electronically
13