10-Q 1 c69488e10-q.txt FORM 10-Q FOR QUARTER ENDING MARCH 31, 2002 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)

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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)

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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) 12 EXHIBIT INDEX

EXHIBIT METHOD OF FILING ------- ---------------- 11 Statement re: Computation of Per Share Earnings Filed herewith electronically

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