<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 September 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
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 November 7, 2000, 10,205,497 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>
September 30, December 31,
2000 1999
------------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents ........................... $ 688,947 $ 743,184
Short-term investments .............................. 999,792 1,247,696
Accounts receivable, net ............................ 9,690,058 8,661,049
Inventories ......................................... 30,023,728 32,391,256
Prepaid expenses and other .......................... 814,559 811,076
----------- -----------
Total current assets ..................... 42,217,084 43,854,261
Property and equipment, net ............................ 4,712,632 4,795,674
----------- -----------
Total Assets ............................. $46,929,716 $48,649,935
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Line of credit ...................................... $ -- $ 4,080,000
Current portion of long-term liabilities ............ 81,331 254,412
Accounts payable .................................... 2,796,072 1,775,883
Accrued liabilities
Compensation ...................................... 243,421 252,708
Warranties ........................................ 450,000 450,000
Commission ........................................ 164,358 306,831
Other ............................................. 284,929 237,134
Income taxes payable ................................ 251,543 --
----------- -----------
Total current liabilities ..................... 4,271,654 7,356,968
----------- -----------
LONG-TERM LIABILITIES, less current portion ............ 2,137,353 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 .......................... 31,047,816 30,859,403
Retained earnings ................................... 9,375,878 8,139,653
----------- -----------
40,520,709 39,095,921
----------- -----------
Total Liabilities and Shareholders' Equity $46,929,716 $48,649,935
=========== ===========
</TABLE>
See notes to consolidated financial statements.
-2-
<PAGE>
A.S.V., INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- ----------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales .............................. $ 10,532,697 $ 8,781,259 $ 33,840,722 $ 26,308,077
Cost of goods sold ..................... 8,606,189 7,195,515 26,414,175 20,066,378
------------ ------------ ------------ ------------
Gross profit .................. 1,926,508 1,585,744 7,426,547 6,241,699
Operating expenses
Selling, general and administrative 1,423,396 1,388,115 4,941,593 3,753,773
Research and development .......... 113,949 149,062 370,319 412,446
------------ ------------ ------------ ------------
Operating income .............. 389,163 48,567 2,114,635 2,075,480
Other income (expense)
Interest expense .................. (65,601) (62,618) (229,602) (188,750)
Other, net ........................ 25,594 49,949 80,192 196,810
------------ ------------ ------------ ------------
Income before income taxes .... 349,156 35,898 1,965,225 2,083,540
Provision for income taxes ............. 129,000 15,000 729,000 725,000
------------ ------------ ------------ ------------
NET EARNINGS .................. $ 220,156 $ 20,898 $ 1,236,225 $ 1,358,540
============ ============ ============ ============
Net earnings per common share
Basic ............................. $ .02 $ .00 $ .13 $ .14
============ ============ ============ ============
Diluted ........................... $ .02 $ .00 $ .12 $ .14
============ ============ ============ ============
Weighted average number of common
shares outstanding
Basic ............................. 9,701,541 9,681,249 9,696,413 9,552,556
============ ============ ============ ============
Diluted ........................... 9,894,887 10,069,097 9,908,598 9,943,549
============ ============ ============ ============
</TABLE>
See notes to consolidated financial statements.
-3-
<PAGE>
A.S.V., INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine months ended September 30,
<TABLE>
<CAPTION>
2000 1999
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings ..................................................... $ 1,236,225 $ 1,358,540
Adjustments to reconcile net earnings to net
cash provided by (used in) operating activities:
Depreciation ................................................. 305,975 256,500
Interest accrued on capital lease obligation ................. 36,215 36,215
Deferred income taxes ........................................ (70,000) (90,000)
Effect of warrant earned ..................................... 113,400 113,400
Changes in assets and liabilities:
Accounts receivable ........................................ (1,029,009) (4,136,087)
Inventories ................................................ 2,367,528 (14,494,888)
Prepaid expenses and other ................................. 66,517 232,176
Accounts payable ........................................... 1,020,189 1,893,972
Accrued liabilities ........................................ (103,965) 217,283
Income taxes payable ....................................... 286,543 265,000
------------ ------------
Net cash provided by (used in) operating activities ................. 4,229,618 (14,347,889)
------------ ------------
Cash flows from investing activities:
Purchase of property and equipment ............................... (222,933) (462,156)
Purchase of short-term investments ............................... (2,096) (3,104,522)
Redemption of short-term investments ............................. 250,000 2,101,105
------------ ------------
Net cash provided by (used in) investing activities ................. 24,971 (1,465,573)
------------ ------------
Cash flows from financing activities:
Principal payments on line of credit, net ........................ (4,080,000) (1,915,000)
Principal payments on long-term liabilities ...................... (268,989) (249,539)
Proceeds from sale of common stock and warrant, net of
offering costs ................................................ -- 17,549,173
Proceeds from exercise of stock options .......................... 62,108 802,703
Retirements of common stock ...................................... (21,945) (604,446)
------------ ------------
Net cash provided by (used in) financing activities ................. (4,308,826) 15,582,891
------------ ------------
Net decrease in cash and cash equivalents ........................... (54,237) (230,571)
Cash and cash equivalents at beginning of period .................... 743,184 308,565
------------ ------------
Cash and cash equivalents at end of period .......................... $ 688,947 $ 77,994
============ ============
Supplemental disclosure of cash flow information:
Cash paid for interest ........................................... $ 256,883 $ 191,405
Cash paid for income taxes ....................................... 472,799 540,714
Supplemental disclosure of non-cash investing and financing activity:
Tax benefit from exercise of stock options ....................... $ 35,000 $ 265,000
</TABLE>
See notes to consolidated financial statements.
-4-
<PAGE>
A.S.V., INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 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:
September 30, December 31,
2000 1999
------------- ------------
Raw materials, semi-finished and
work in process inventory $18,135,190 $19,531,208
Finished goods 6,467,220 7,574,115
Used equipment held for resale 5,421,318 5,285,933
----------- -----------
$30,023,728 $32,391,256
=========== ===========
NOTE 3. SUBSEQUENT EVENT
On October 31, 2000 Caterpillar Inc. purchased 500,000 newly issued
shares of ASV Common Stock at $18 per share pursuant to the terms of a
Securities Purchase Agreement.
The two companies also announced the signing of an alliance agreement
in which they plan to jointly develop and manufacture a new product line of
Caterpillar rubber track skid steer loaders called Multi-Terrain Loaders.
Under the terms of this alliance agreement, ASV will use a portion of
the stock sale proceeds to fund development of the new models. The first two
models are expected to be introduced to a limited number of North American
Caterpillar dealers in the second quarter of 2001. The new machines will be
assembled in Sanford, N.C., at Caterpillar's skid steer loader facility. The
undercarriages will be manufactured at ASV's facilities in Grand Rapids,
Minnesota.
-5-
<PAGE>
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Results of Operations
The following table sets forth certain Consolidated Statement of
Earnings data as a percentage of net sales:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
2000 1999 2000 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net sales ......................... 100.0% 100.0% 100.0% 100.0%
Cost of goods sold ................ 81.7 81.9 78.1 76.3
Gross profit ...................... 18.3 18.1 21.9 23.7
Selling, general and administrative 13.5 15.8 14.6 14.3
Operating income .................. 3.7 .6 6.2 7.9
Interest expense .................. .6 .7 .7 .7
Net income ........................ 2.1 .2 3.7 5.2
</TABLE>
For the three months ended September 30, 2000 and 1999.
Net Sales. For the three months ended September 30, 2000, net sales
were approximately $10,533,000 compared with approximately $8,781,000 for the
same period in 1999. The increased sales were the result of several offsetting
factors. First, sales of the Company's 4810 Posi-Track for the third quarter of
2000 increased due to this product being available for sale during the entire
quarter in 2000 versus being available for only a portion of the quarter in the
third quarter of 1999. Second, the Company's sales increased in the third
quarter of 2000 due to the introduction of the Company's newest product, the
RCo30 All Surface Loader. Third, sales of used equipment increased due to the
result of increased marketing efforts. Finally, the increase in sales for the
third quarter of 2000 was offset by a decrease in military sales. The Company
had no sales under its military contract in the third quarter of 2000 compared
with approximately $1.7 million of sales under this contract in the third
quarter of 1999.
Gross Profit. Gross profit for the three months ended September 30,
2000 was approximately $1,927,000, or 18.3% of net sales compared with
approximately $1,586,000, or 18.1% of net sales, for the same period in 1999.
The increased gross profit was attributable to increased sales volume and a
slightly higher gross profit percentage for third quarter 2000. Although the
gross profit percentage for the third quarter of 2000 was approximately the same
as the same period in 1999, it was less than the Company experienced in the
second quarter of 2000. The decreased gross profit percentage was attributable
to several factors. First, the Company saw decreased demand for its higher
margin 4810 Posi-Track due to the softening construction equipment market.
Second, the Company began a more aggressive discount program to reduce its
inventory of its 2800 series Posi-Tracks. Third, a greater amount of used
equipment was sold during the third quarter of 2000, which carries a lower gross
profit percentage than new machines. Finally, ASV's latest product, the RCo30
All Surface Loader, went into production during third quarter 2000 and
inefficiencies were encountered during the initial production process.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased from approximately $1,388,000 for the third
quarter of 1999 to approximately $1,423,000 for the same period in 2000. As a
percentage of net sales, selling, general and administrative expenses decreased
from 15.8% of net sales in the third quarter of 1999, to 13.5% of net sales in
the third quarter of 2000. The increased dollar volume was due to increased
sales and marketing costs, offset by reduced commissions paid to Caterpillar
Inc. for sales of products to Caterpillar dealers. The decrease in selling,
general and administrative expenses when expressed as a percentage of net sales
was due to the increase in sales for the third quarter of 2000.
Research and Development. Research and development expenses decreased
from approximately $149,000 in the third quarter of 1999 to approximately
$114,000 in the third 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.
-6-
<PAGE>
Under the terms of the new alliance agreement entered into between the
Company and Caterpillar Inc., ASV will use a portion of the stock sale proceeds
it received to fund development of several new models of machines. The first two
models are expected to be introduced to a limited number of North American
Caterpillar dealers in the second quarter of 2001. The Company anticipates this
will have a dilutive effect on its earnings for the year 2000 in the amount of
approximately $400,000. The Company also expects a dilutive effect in 2001, but
is not able to currently project the amount.
Interest Expense. Interest expense was approximately the same for the
third quarter of 2000 and 1999. The Company anticipates its interest expense
will decrease in the fourth quarter of 2000 due to the decreased line of credit
usage.
Net Income. Net income for the third quarter of 2000 was approximately
$220,000, compared with approximately $21,000 for the third quarter of 1999. The
increase in 2000 resulted primarily from increased sales with a slightly
increased gross profit percentage and decreased research and development
expenses, offset in part by increased selling, general and administrative
expenses.
For the nine months ended September 30, 2000 and 1999.
Net Sales. Net sales for the nine months ended September 30, 2000
increased 29%, to approximately $33,841,000 compared with approximately
$26,308,000 for the same period in 1999. This increase was due primarily to the
increased sales of the Company's Posi-Track and RCo30 products, offset in part
by decreased sales under military contracts. The Company experienced increased
sales of the Company's model 4810 Posi-Track in 2000 which went into production
in September 1999. In addition, as discussed above, the Company introduced its
newest product, the RCo30 All Surface Loader, during the third quarter of 2000.
Also, sales of used equipment increased due to the result of increased marketing
efforts. Offsetting these increases for 2000 was a decrease in military sales as
the Company had no sales under its military contracts in 2000 compared with
approximately $2,365,000 in 1999.
Gross Profit. Gross profit for the nine months ended September 30, 2000
was approximately $7,427,000, or 21.9% of net sales, compared with approximately
$6,242,000, or 23.7% of net sales, for the nine months ended September 30, 1999.
The increased gross profit for 2000 was due to increased sales offset in part by
a lower gross profit percentage. The decreased gross profit percentage in 2000
was due to several factors. First, a lesser number of equivalent units were
produced in 2000, which resulted in higher fixed costs per unit. Second, the
Company's newest product, the RCo30 All Surface Loader, went into production
during third quarter 2000 and inefficiencies were encountered during the initial
production process which decreased the gross profit percentage. Finally, a
greater amount of used equipment was sold during 2000, which carries a lower
gross profit percentage than new machines
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased from approximately $3,754,000, or 14.3% of net
sales, for the nine months ended September 30, 1999, to approximately
$4,942,000, or 14.6% of net sales, for the same period in 2000. These increases
are due primarily to additional dealer support programs, 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 nine months of commissionable sales in 2000
compared with eight months in 1999. The commission paid to Caterpillar increased
from approximately $616,000 for the nine months ended September 30, 1999 to
approximately $989,000 for the same period in 2000.
Research and Development. Research and development expenses decreased
from approximately $412,000 in 1999 to approximately $370,000 in 2000. The
decrease was due mainly to the completion of testing and the start of production
of the Company's newest model, the RCo30 All Surface Loader.
Interest Expense. Interest expense increased from approximately
$189,000 for the nine months ended September 30, 1999 to approximately $230,000
for the same period in 2000. The increase was due to greater utilization of the
Company's line of credit to fund operations in 2000.
Net Income. Net income for the nine months ended September 30, 2000
decreased to approximately $1,236,000 from approximately $1,359,000 for the same
period in 1999. The decrease was primarily a result of a lower gross profit
percentage on increased sales with increased operating and interest expense. In
addition, the Company's effective income tax rate increased in 2000 compared
with 1999. In 1999, the Company recorded a $50,000 income tax benefit for
amended income tax returns for prior years. No similar item was available in
2000.
-7-
<PAGE>
Liquidity and Capital Resources
At September 30, 2000, working capital increased approximately
$1,448,000 to approximately $37,945,000 compared with approximately $36,497,000
at December 31, 1999. This increase was due to several offsetting factors.
First, accounts receivable increased as the Company experienced a 29% rise in
sales for the nine months of 2000 compared with the same period in 1999. In
addition, the Company has offered extended payment terms, generally less than
180 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 were eliminated during the third
quarter of 2000 due to improved cash flow. Third, working capital decreased due
to decreases in raw materials and finished goods, as the Company continues its
inventory reduction program. Finally, working capital was reduced by increased
income taxes payable due to higher levels of taxable income in the second and
third quarters 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 the
second quarter of 2000 in Grand Rapids, Minnesota to sell used Posi-Tracks and
related accessories directly to the end user. The Company also began selling its
RCo30 All Surface Loader from this location to retail customers in the third
quarter of 2000. The Company anticipates it will continue the operation of its
retail store based on the results experienced to date.
On October 31, 2000 Caterpillar Inc. purchased 500,000 newly issued
shares of ASV Common Stock at $18 per share pursuant to the terms of a
Securities Purchase Agreement. The two companies also announced the signing of
an alliance agreement in which they plan to jointly develop and manufacture a
new product line of Caterpillar rubber track skid steer loaders called
Multi-Terrain Loaders.
Under the terms of this alliance agreement, ASV will use a portion of
the stock sale proceeds to fund development of the new models. Accordingly,
during product design and production ramp-up in 2000 and 2001, the Company
expects the agreement will have dilutive effect on its earnings. However, a
positive impact on earnings is anticipated beginning in 2002.
The first two models are expected to be introduced to a limited number
of North American Caterpillar dealers in the second quarter of 2001. The new
machines will be assembled in Sanford, N.C., at Caterpillar's skid steer loader
facility. The undercarriages will be manufactured at ASV's facilities in Grand
Rapids, Minnesota.
The Company believes its existing cash and marketable securities,
together with cash expected to be provided by operations and available credit
lines, will satisfy the Company's projected working capital needs and other cash
requirements for at least the next twelve months and into the foreseeable
future.
The statements set forth above under "Liquidity and Capital Resources"
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, and ASV's intended use of
the proceeds from the sale of shares to Caterpillar 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
effect whether these machines are ultimately produced including the parties'
ability to successfully jointly manufacture the machines, unanticipated delays,
costs or other difficulties in the development or manufacture of the machines,
market acceptance of the new machines, general market conditions, corporate
developments at ASV or Caterpillar and ASV's ability to realize the anticipated
benefits from its relationship with Caterpillar and its dealers, could cause
actual results to differ materially from those anticipated in such
forward-looking statements. 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.
-8-
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
On October 31, 2000, the Company sold 500,000 newly issued
shares of Common Stock to Caterpillar Inc. for an aggregate
purchase price of $9,000,000 pursuant to the exemption from
registration contained in Section 4 (2) of the Securities Act
of 1933.
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 (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)
-9-
<PAGE>
4.11 Voting Agreement dated as of October 14, 1998 by certain
shareholders of the Company and Caterpillar Inc. (h)
4.12 Securities Purchase Agreement dated October 31, 2000 between
Caterpillar Inc. and the Company
4.13 Replacement Warrant issued to Caterpillar Inc. on October 31,
2000
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)
10.16** Multi-Terrain Rubber-Tracked Loader Alliance Agreement dated
October 31, 2000 between Caterpillar Inc. and the Company
11 Statement re: Computation of Per Share Earnings
22 List of Subsidiaries (a)
27 Financial Data Schedule for the nine months ended September
30, 2000
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.
-10-
<PAGE>
(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.
* 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
No reports on Form 8-K were filed during the quarter ended
September 30, 2000.
-11-
<PAGE>
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: November 14, 2000 By /s/ Gary Lemke
-----------------------------------
Gary Lemke
President
Dated: November 14, 2000 By /s/ Thomas R. Karges
-----------------------------------
Thomas R. Karges
Chief Financial Officer
(principal financial and
accounting officer)
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Method of Filing
------- ----------------
<S> <C> <C>
4.12 Securities Purchase Agreement dated October 31, 2000 between
Caterpillar Inc. and the Company.................................. Filed herewith electronically
4.13 Replacement Warrant issued to Caterpillar Inc. on October 31, 2000 Filed herewith electronically
10.16** Multi-Terrain Rubber-Tracked Loader Alliance Agreement dated
October 31, 2000 between Caterpillar Inc. and the Company......... Filed herewith electronically
11 Statement re: Computation of Per Share Earnings................... Filed herewith electronically
27 Financial Data Schedule........................................... Filed herewith electronically
99 Risk Factors...................................................... Filed herewith electronically
</TABLE>
** 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.
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