<PAGE>
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, 2000
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 7, 2000, 9,701,541 shares of registrant's $.01 par value
Common Stock were outstanding.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
A.S.V., INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
----------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents ........................... $ 298,805 $ 743,184
Short-term investments .............................. 999,776 1,247,696
Accounts receivable, net ............................ 12,308,906 8,661,049
Inventories ......................................... 29,798,312 32,391,256
Prepaid expenses and other .......................... 854,049 811,076
----------- -----------
Total current assets 44,259,848 43,854,261
Property and equipment, net ............................ 4,715,040 4,795,674
----------- -----------
Total Assets $48,974,888 $48,649,935
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Line of credit ...................................... $ 1,875,000 $ 4,080,000
Current portion of long-term liabilities ............ 80,588 254,412
Accounts payable .................................... 2,972,142 1,775,883
Accrued liabilities
Compensation ...................................... 235,713 252,708
Warranties ........................................ 450,000 450,000
Commission ........................................ 450,536 306,831
Other ............................................. 239,862 237,134
Income taxes payable ................................ 250,952 --
----------- -----------
Total current liabilities 6,554,793 7,356,968
----------- -----------
LONG-TERM LIABILITIES, less current portion ............ 2,157,342 2,197,046
----------- -----------
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;
9,701,541 shares issued and outstanding in 2000;
9,686,457 shares issued and outstanding in 1999 ... 97,015 96,865
Additional paid-in capital .......................... 31,010,016 30,859,403
Retained earnings ................................... 9,155,722 8,139,653
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40,262,753 39,095,921
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Total Liabilities and Shareholders' Equity $48,974,888 $48,649,935
=========== ===========
</TABLE>
See notes to consolidated financial statements.
2
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A.S.V., INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------------- -------------------------------
2000 1999 2000 1999
------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
Net sales................................... $ 12,124,441 $ 9,064,173 $ 23,308,025 $ 17,526,818
Cost of goods sold.......................... 9,157,072 6,645,345 17,807,986 12,870,863
------------- -------------- ------------- --------------
Gross profit....................... 2,967,369 2,418,828 5,500,039 4,655,955
Operating expenses:
Selling, general and administrative 1,847,874 1,252,499 3,518,197 2,365,658
Research and development 121,222 155,176 256,370 263,384
------------- -------------- ------------- --------------
Operating income................... 998,273 1,011,153 1,725,472 2,026,913
Other income (expense)
Interest expense (70,798) (60,229) (164,001) (126,132)
Other, net 24,833 62,771 54,598 146,861
------------- -------------- ------------- --------------
Income before income taxes......... 952,308 1,013,695 1,616,069 2,047,642
Provision for income taxes.................. 353,000 325,000 600,000 710,000
------------- -------------- ------------- --------------
NET EARNINGS....................... $ 599,308 $ 688,695 $ 1,016,069 $ 1,337,642
============= ============== ============= ==============
Net earnings per common share
Basic.................................. $ .06 $ .07 $ .10 $ .14
============= ============== ============= ==============
Diluted................................ $ .06 $ .07 $ .10 $ .14
============= ============== ============= ==============
Weighted average number of common shares outstanding
Basic.................................. 9,698,837 9,662,264 9,693,849 9,488,210
============= ============== ============= ==============
Diluted................................ 9,875,867 10,081,662 9,915,453 9,880,775
============= ============== ============= ==============
</TABLE>
See notes to consolidated financial statements.
3
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A.S.V., INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six months ended June 30,
<TABLE>
<CAPTION>
2000 1999
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings ..................................................... $ 1,016,069 $ 1,337,642
Adjustments to reconcile net earnings to net
cash provided by (used in) operating activities:
Depreciation ................................................. 199,050 171,000
Interest accrued on capital lease obligation ................. 24,144 24,144
Deferred income taxes ........................................ (50,000) (65,000)
Effect of warrant earned ..................................... 75,600 75,600
Changes in assets and liabilities:
Accounts receivable ........................................ (3,647,857) (2,089,395)
Inventories ................................................ 2,592,944 (11,735,001)
Prepaid expenses and other ................................. 7,027 219,565
Accounts payable ........................................... 1,196,259 41,497
Accrued expenses ........................................... 129,438 188,669
Income taxes payable ....................................... 285,952 300,747
------------ ------------
Net cash provided by (used in) operating activities ................. 1,828,626 (11,530,532)
------------ ------------
Cash flows from investing activities:
Purchase of property and equipment ............................... (118,416) (306,697)
Purchase of short-term investments ............................... (2,080) (3,509,129)
Redemption of short-term investments ............................. 250,000 1,003,000
------------ ------------
Net cash provided by (used in) investing activities ................. 129,504 (2,812,826)
------------ ------------
Cash flows from financing activities:
Principal payments on line of credit, net ........................ (2,205,000) (3,440,000)
Principal payments on long-term liabilities ...................... (237,672) (215,643)
Proceeds from sale of common stock and warrant, net of
offering costs ................................................ -- 17,551,105
Proceeds from exercise of stock options .......................... 62,108 547,321
Retirements of common stock ...................................... (21,945) (349,068)
------------ ------------
Net cash provided by (used in) financing activities ................. (2,402,509) 14,093,715
------------ ------------
Net decrease in cash and cash equivalents ........................... (444,379) (249,643)
Cash and cash equivalents at beginning of period .................... 743,184 308,565
------------ ------------
Cash and cash equivalents at end of period .......................... $ 298,805 $ 58,922
============ ============
Supplemental disclosure of cash flow information:
Cash paid for interest ........................................... $ 189,936 $ 139,445
Cash paid for income taxes ....................................... 324,390 310,264
Supplemental disclosure of non-cash investing and financing activity:
Tax benefit from exercise of stock options ....................... $ 35,000 $ 175,000
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
A.S.V., INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000
(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,
2000 1999
----------- ------------
Raw materials, semi-finished and
work in process inventory $17,184,724 $19,531,208
Finished goods 7,283,883 7,574,115
Used equipment held for resale 5,329,705 5,285,933
----------- -----------
$29,798,312 $32,391,256
=========== ===========
NOTE 3. LINE OF CREDIT
During the second quarter of 2000, the Company amended its 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, 2001. All other major
terms and conditions remain the same.
NOTE 4. SUBSEQUENT EVENT
On July 11, 2000 the Company entered into a non-binding letter of
intent with Caterpillar Inc. ("Caterpillar") that calls for Caterpillar to make
an additional investment in ASV of approximately 500,000 shares of the Company's
Common Stock at $18 per share.
5
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ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Background
In January 1999, the Company closed on a strategic alliance with
Caterpillar Inc. ("Caterpillar") whereby Caterpillar purchased, for an aggregate
purchase price of $18 million, one million newly issued shares of the Company's
Common Stock and a warrant to purchase 10,267,127 newly issued shares of the
Company's Common Stock (the "Transaction"). In connection with the Transaction,
the Company received, among other items, access to Caterpillar's worldwide
dealer network through which it can distribute its products. Since the closing
of the Transaction with Caterpillar, the Company has been working closely with
Caterpillar and its dealers to introduce the Company's products to those
Caterpillar dealers not currently selling and servicing the Posi-Track product
line. Since the closing of the Transaction, the Company has been meeting with
potential Caterpillar dealers and educating them on the benefits of a rubber
tracked machine. The Company also put in place many systems that it believes
will help Caterpillar dealers interface with the Company. In September 1999, the
Company's computer systems were integrated with Caterpillar's computer systems.
This allows Caterpillar dealers to order machines, attachments, parts and
process warranty claims on-line in a manner similar to how they perform these
tasks with Caterpillar factories.
As a result of the Transaction, the Company's near term
revenues, profitability and other financial results were lower than if the
Transaction had not been entered into. The decline is related to a number of
factors, including (i) the commission paid to Caterpillar for sales made to
Caterpillar dealers, (ii) transition issues affecting orders from the
preexisting non-Caterpillar affiliated dealers, and (iii) certain other costs of
implementing the Transaction and the agreements contemplated by the Commercial
Alliance Agreement. The Company anticipates that these factors may continue to
effect its near term financial results. Over the longer term, however,
management believes that the Company will be able to achieve improved financial
results due to the Transaction and the Commercial Alliance Agreement.
On July 11, 2000 the Company entered into a non-binding letter of
intent with Caterpillar that calls for Caterpillar to make an additional
investment in ASV. Caterpillar is expected to purchase 500,000 shares of the
Company's Common Stock at $18 per share. The proceeds will help fund ASV
participation in new product development programs.
Results of Operations
The following table sets forth certain Statement of Earnings data as a
percentage of net sales:
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales .............................. 100.0% 100.0% 100.0% 100.0%
Cost of goods sold ..................... 75.5 73.3 76.4 73.4
Gross profit ........................... 24.5 26.7 23.6 26.6
Selling, general and administrative .... 15.2 13.8 15.1 13.5
Research and development ............... 1.0 1.7 1.1 1.5
Operating income ....................... 8.2 11.2 7.4 11.6
Net earnings ........................... 4.9 7.6 4.4 7.6
</TABLE>
For the three months ended June 30, 2000 and 1999.
Net Sales. Net sales for the three months ended June 30, 2000 increased
34% to approximately $12,124,000, compared with approximately $9,064,000 for the
same period in 1999. The main factor for the increase in sales was due primarily
to the continued increased sales of the Company's model 4810 Posi-Track, which
was introduced in the third quarter of 1999. The 4810 utilizes several
Caterpillar components, including a Caterpillar engine, which the Company
believes enhances its appeal to those Caterpillar dealers selling the Company's
products. In addition, the Company has more dealers selling and servicing its
Posi-Track machines in 2000. As of July 31, 2000, the Company had approximately
60 Caterpillar dealers and 12 independent dealers representing approximately 390
locations compared with 30 Caterpillar dealers and 25 independent dealers,
representing approximately 240 locations, as of July 31, 1999. Sales of used
equipment also increased for the three-month period ended June 30, 2000 as a
result of increased marketing efforts.
6
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Gross Profit. Gross profit for the three months ended June 30, 2000
increased to approximately $2,967,000 compared with approximately $2,419,000 in
1999. However, the gross profit percentage decreased from 26.7% in 1999 to 24.5%
in 2000. The increase in gross profit dollars is due to the increased sales
volume for 2000. The decreased gross profit percentage can be attributed to a
lesser number of units produced in 2000, which resulted in higher fixed costs
per unit. Also, a greater amount of used equipment was sold in 2000, which
carries a lower gross profit percentage than new machines.
On September 1, 1999, the Company's warranty policy changed with
respect to all machines sold after that date. This was accomplished at the same
time as the integration of the Company's computer system with Caterpillar's
computer system to allow Caterpillar dealers to process warranty claims on-line,
eliminating the need to file paper warranty claims. The changes in the Company's
warranty policy include the elimination of reimbursing dealers labor relating to
warranty repairs, eliminating travel costs relating to warranty repairs and the
elimination of the 15% warranty discount provided on parts used in warranty
repairs. In addition, should a Caterpillar manufactured part, such as an engine,
fail during the warranty period, Caterpillar is responsible for providing the
warranty on that part. The Company believes the changes to its warranty policy
will help it better manage its warranty costs in the future.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased from approximately $1,252,000, or 13.8% of net
sales in 1999, to approximately $1,848,000, or 15.2% of net sales in 2000. These
increases are due primarily to additional dealer support programs put in place
during the second half of 1999, including the hiring of field service
representatives during the fourth quarter of 1999. Also the Company paid a
greater commission to Caterpillar in 2000 due to increased sales to Caterpillar
dealers. The commission paid to Caterpillar increased from approximately
$238,000 in the second quarter of 1999 to approximately $451,000 in the second
quarter of 2000.
Research and Development Expenses. Research and development expenses
decreased from approximately $155,000 in second quarter of 1999 to approximately
$121,000 for the second quarter of 2000. The decrease was due to the completion
of testing and the start of production of the Company's newest model, the RCo30
All Surface Loader.
In connection with the letter of intent entered into with Caterpillar,
and in order to maintain its competitive advantage over other manufacturers of
similar products, the Company believes it will increase the level of spending on
research and development activities. It is expected the main thrust of these
activities will be directed towards extensions of the Company's current product
lines and improvements of existing products.
Interest Expense. Interest expense increased from approximately $60,000
for the second quarter of 1999 to approximately $71,000 for the second quarter
of 2000. The increase was due to greater utilization of the Company's line of
credit to fund current operations in 2000.
Net Earnings. Net earnings for the second quarter of 2000 were
approximately $599,000 compared with approximately $689,000 for the second
quarter of 1999. The decrease was the result of increased sales, offset by a
decreased gross profit percentage, increased operating expenses and increased
interest expense. In addition, in the second quarter of 1999, the Company
recorded a $50,000 income tax benefit for amended income tax returns for prior
years. No similar benefit was available in the second quarter of 2000.
For the six months ended June 30, 2000 and 1999.
Net Sales. Net sales for the six months ended June 30, 2000 increased
33%, to approximately $23,308,000 compared with approximately $17,527,000 for
the same period in 1999. This increase was due primarily to the continued
increased sales of the Company's model 4810 Posi-Track and increased number of
Caterpillar dealer locations as discussed above. For the six months ended June
30, 2000, sales of parts, used equipment and other items decreased approximately
7% compared with the same period in 1999 due to the combination of two
offsetting factors. First, sales of used equipment increased approximately
$507,000 from increased marketing efforts. Second, other sales decreased as the
Company had no military contracts in place during 2000 as it did in 1999.
Gross Profit. Gross profit for the six months ended June 30, 2000 was
approximately $5,500,000, or 23.6% of net sales compared with approximately
$4,656,000, or 26.6% of net sales, for the six months ended June 30, 1999. The
increased gross profit was due to increased sales in 2000. The decreased gross
profit percentage in 2000 was due to a lesser number of units produced in 2000,
which resulted in higher fixed costs per unit, and also a greater amount of used
equipment sold in 2000, which generally carries a lower gross profit percentage
than new machines.
7
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Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased from approximately $2,366,000, or 13.5% of net
sales for the six months ended June 30, 1999, to approximately $3,518,000, or
15.1% of net sales, for the six months ended June 30, 2000. These increases are
due primarily to additional dealer support programs put in place during the
second half of 1999, including the hiring of field service representatives
during the fourth quarter of 1999. Also the Company paid a greater commission to
Caterpillar in 2000 due to increased sales to Caterpillar dealers and a full six
months of commissionable sales in 2000 compared with five months in 1999. The
commission paid to Caterpillar increased from approximately $429,000 for the six
months ended June 30, 1999 to approximately $824,000 for the same period in
2000.
Research and Development Expenses. Research and development expenses
decreased slightly from approximately $263,000 in 1999 to approximately $256,000
in 2000. The decrease was due mainly to the completion of testing and the start
of production during the second quarter of 2000 of the Company's newest model,
the RCo30 All Surface Loader.
Interest Expense. Interest expense increased from approximately
$126,000 for the six months ended June 30, 1999 to approximately $164,000 for
the same period in 2000. The increase was due to greater utilization of the
Company's line of credit to fund current operations in 2000.
Net Earnings. Net earnings for the six months ended June 30, 2000
decreased to approximately $1,016,000 from approximately $1,338,000 for 1999.
The decrease was a result of increased sales, offset by a decreased gross profit
percentage, increased operating expenses and increased interest expense. In
addition, in the second quarter of 1999, the Company recorded a $50,000 income
tax benefit for amended income tax returns for prior years. No similar benefit
was available in the second quarter of 2000.
Liquidity and Capital Resources
At June 30, 2000, working capital increased approximately $1,208,000
to approximately $37,705,000 compared with approximately $36,497,000 at December
31, 1999. This increase was due to several factors. First, accounts receivable
increased as the Company experienced a 33% rise in sales in the first half of
2000 over 1999. In addition, the Company has offered extended payment terms,
generally less than 150 days, on certain sales of its products, thereby causing
accounts receivable, along with working capital, to increase. Second, working
capital increased as the Company's borrowings on its line of credit has
decreased due to improved cash flow. Third, working capital decreased due to
decreased inventory, primarily raw materials, as the Company has reduced its
investment in raw materials. Finally, working capital was reduced by increased
income taxes payable due to higher levels of taxable income in the second
quarter of 2000.
The Company continues to work on reducing its inventory levels. In an
effort to reduce its used equipment inventory, a retail store was opened in May
2000 in Grand Rapids, Minnesota to sell used Posi-Tracks and related accessories
directly to the end user. The Company anticipates the RCo30 All Surface Loader
will also be sold from this location to retail customers in the Grand Rapids
area beginning in the third quarter of 2000.
The Company began production of its newest model machine, the RCo30 All
Surface Loader, in June 2000. The RCo30 is significantly smaller than any of the
Company's previous models and will be primarily marketed towards the landscape
industry. The Company expects the RCo30 to be sold through multiple distribution
channels. Sales of the RCo30 began in July 2000.
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 contained in this Form 10-Q regarding Caterpillar's
plans to increase its ownership in ASV, the number of shares Caterpillar intends
to purchase, the price at which Caterpillar intends to purchase the shares and
ASV's intended use of the proceeds from the sale of shares to Caterpillar are
forward-looking statements. The letter of intent entered into between ASV and
Caterpillar is non-binding, and there can be no assurance that the transactions
contemplated by the letter of intent ultimately will be consummated. Certain
factors may effect whether these transactions are consummated or whether the
terms of these transactions are modified, including the parties' ability to
successfully negotiate definitive agreements setting forth the parties
understanding, market conditions and corporate developments at ASV or
Caterpillar.
8
<PAGE>
In addition, the statements set forth above under "Liquidity and
Capital Resources" and elsewhere in this Form 10-Q which are not historical
facts are forward-looking statements, including the statements regarding the
Company's anticipated distribution of its new RCo30 machine, anticipated reduced
warranty costs, expected revenue, profitability and other financial results in
2000 and beyond and the Company's capital needs. These forward-looking
statements involve risks and uncertainties, many of which are outside the
Company's control and, accordingly, actual results may differ materially.
Factors that might cause such a difference include, but are not limited to, lack
of market acceptance of ASV's machines, ASV's ability to achieve timely
production and enter into appropriate distribution arrangements for its RCo30
machine, unexpected delays in obtaining raw materials, unexpected delays in the
manufacturing process, unexpected additional expenses or operating losses or the
activities of competitors. Additional factors include the Company's ability to
realize the anticipated benefits from the relationship with Caterpillar and the
factors set forth in the Risk Factors filed as Exhibit 99 to the Company's
Report on Form 10-Q for the period ended June 30, 1999. 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.
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
None
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 2, 2000. 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:
For Against
--- -------
Philip C. Smaby 9,314,229 37,912
Gary D. Lemke 9,316,329 35,812
Edgar E. Hetteen 9,318,252 33,889
Jerome T. Miner 9,315,805 36,339
Karlin S. Symons 9,316,854 35,287
Leland T. Lynch 9,316,429 35,712
James H. Dahl 9,320,352 31,789
R. E. "Teddy" Turner, IV 9,315,054 37,087
Richard A. Benson 9,221,151 130,990
Richard A. Cooper 9,218,876 133,266
9
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(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,
2000, with a vote of 9,334,211 votes for, 11,415
votes against and 6,425 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
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 Voting Agreement dated as of October 14, 1998 by certain
shareholders of the Company and Caterpillar Inc. (h)
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
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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
11 Statement re: Computation of Per Share Earnings
22 List of Subsidiaries (a)
27 Financial Data Schedule for the three months ended June 30,
2000
99 Risk Factors (k)
--------------------------------------------------------------
(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.
11
<PAGE>
(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.
* Indicates management contract or compensation plan or
arrangement.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended June 30,
2000.
--------------------------------------------------------------------------------
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 11, 2000 By /s/ Gary Lemke
-------------------------------------
Gary Lemke
President
Dated: August 11, 2000 By /s/ Thomas R. Karges
-------------------------------------
Thomas R. Karges
Chief Financial Officer
(principal financial and
accounting officer)
12
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Method of Filing
------- ----------------
<S> <C> <C>
4.8 Amendment to 1998 Non-Employee Director Stock Option Plan......... Filed herewith electronically
10.15 Fourth Amendment to Credit Agreement.............................. Filed herewith electronically
11 Statement re: Computation of Per Share Earnings................... Filed herewith electronically
27 Financial Data Schedule........................................... Filed herewith electronically
</TABLE>
13
