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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2005
 Commission file number: 0-25620
 A.S.V., Inc.
  Minnesota
    
    41-1459569(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 840 Lily Lane
P.O. Box 5160Grand Rapids, MN 55744
    
    (218) 327-3434(Address of principal executive offices,
    
    (Registrants telephone number,including zip code)
    
    including area code)
 Not Applicable
 þ o
 þ o
 o þ
  ITEMS
OMITTED PURSUANT TO RULE 12b-25




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TABLE OF CONTENTS  PART I  FINANCIAL INFORMATIONITEM 1  FINANCIAL STATEMENTSITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSItem 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 4. CONTROLS AND PROCEDURESPART II  OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGSITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSITEM 3. DEFAULTS UPON SENIOR SECURITIESITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSITEM 5. OTHER INFORMATIONITEM 6. EXHIBITSSIGNATURESEXHIBIT INDEXRegistration Rights AgreementCommercial Alliance AgreementStatement Re: Computation of Per Share EarningsCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906    Table of Contents  
 PART I  FINANCIAL INFORMATION
 
 ITEM 1  FINANCIAL STATEMENTS
 A.S.V., Inc.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
 September 30,
    
    
    December 31,2005
    
    
    2004ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    28,675,615
    
    
    $
    27,437,885Short-term investments
    
    
    2,349,734
    
    
    
    9,562,744Accounts receivable, netTrade
    
    
    33,568,957
    
    
    
    20,408,436Caterpillar Inc.
    
    
    10,275,199
    
    
    
    16,023,338Inventories
    
    
    50,659,496
    
    
    
    34,832,868Deferred income taxes
    
    
    3,200,000
    
    
    
    1,835,000Other current assets
    
    
    625,699
    
    
    
    1,062,096Total current assets
    
    
    129,354,700
    
    
    
    111,162,367PROPERTY AND EQUIPMENT, net
    
    
    20,581,115
    
    
    
    11,108,132LONG-TERM INVESTMENTS
    
    
    7,993,728
    
    
    
    5,912,747OTHER NON-CURRENT ASSET
    
    
    577,778
    
    
    
    703,445INTANGIBLES, net
    
    
    7,925,006
    
    
    
    8,002,251GOODWILL
    
    
    8,385,827
    
    
    
    8,385,827$
    174,818,154
    
    
    $
    145,274,769LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent portion of long-term liabilities
    
    $
    195,465
    
    
    $
    189,656Accounts payable
    
    
    14,412,726
    
    
    
    11,452,026Accrued liabilitiesWarranties
    
    
    4,166,054
    
    
    
    2,587,282Other
    
    
    2,544,602
    
    
    
    1,907,240Income taxes payable
    
    
    2,398,397
    
    
    
    533,995Total current liabilities
    
    
    23,717,244
    
    
    
    16,670,199LONG-TERM LIABILITIES, less current portion
    
    
    1,720,850
    
    
    
    1,873,768DEFERRED INCOME TAXES
    
    
    1,125,000
    
    
    
    660,000COMMITMENTS AND CONTINGENCIES
    
    
    
    
    
    
    SHAREHOLDERS EQUITYCapital stock, $.01 par value:Preferred stock, 11,250,000 shares authorized; no shares issued or outstanding
    
    
    
    
    
    
    Common stock, 33,750,000 shares authorized; shares issued
and outstanding  26,864,548 in 2005; 26,673,314 in 2004
    
    
    268,645
    
    
    
    266,734Additional paid-in capital
    
    
    90,665,523
    
    
    
    88,211,657Retained earnings
    
    
    57,320,892
    
    
    
    37,592,411148,255,060
    
    
    
    126,070,802$
    174,818,154
    
    
    $
    145,274,769
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A.S.V., INC.
 CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net salesTrade
    
    $
    42,013,050
    
    
    $
    21,919,392
    
    
    $
    109,819,984
    
    
    $
    68,731,673Caterpillar
    
    
    27,205,784
    
    
    
    18,687,936
    
    
    
    69,271,147
    
    
    
    44,010,591Total net sales
    
    
    69,218,834
    
    
    
    40,607,328
    
    
    
    179,091,131
    
    
    
    112,742,264Cost of goods sold
    
    
    51,931,388
    
    
    
    31,303,643
    
    
    
    135,179,182
    
    
    
    87,100,595Gross profit
    
    
    17,287,446
    
    
    
    9,303,685
    
    
    
    43,911,949
    
    
    
    25,641,669Operating expenses:Selling, general and administrative
    
    
    4,325,523
    
    
    
    2,345,209
    
    
    
    12,009,525
    
    
    
    6,341,065Research and development
    
    
    453,226
    
    
    
    223,798
    
    
    
    1,320,982
    
    
    
    561,333Operating income
    
    
    12,508,697
    
    
    
    6,734,678
    
    
    
    30,581,442
    
    
    
    18,739,271Other income (expense)Interest income
    
    
    312,108
    
    
    
    214,489
    
    
    
    941,017
    
    
    
    573,826Interest expense
    
    
    (30,035
    )
    
    
    (27,907
    )
    
    
    (86,226
    )
    
    
    (84,684
    )Other, net
    
    
    819
    
    
    
    1,599
    
    
    
    52,248
    
    
    
    3,675Income before income taxes
    
    
    12,791,589
    
    
    
    6,922,859
    
    
    
    31,488,481
    
    
    
    19,232,088Income taxes
    
    
    4,790,000
    
    
    
    2,493,000
    
    
    
    11,760,000
    
    
    
    7,025,000NET EARNINGS
    
    $
    8,001,589
    
    
    $
    4,429,859
    
    
    $
    19,728,481
    
    
    $
    12,207,088Net earnings per common shareBasic
    
    $
    .30
    
    
    $
    .18
    
    
    $
    .74
    
    
    $
    .49Diluted
    
    $
    .29
    
    
    $
    .17
    
    
    $
    .71
    
    
    $
    .46Weighted average number of common
shares outstandingBasic
    
    
    26,849,654
    
    
    
    25,275,004
    
    
    
    26,787,977
    
    
    
    25,156,256Diluted
    
    
    27,800,299
    
    
    
    26,210,046
    
    
    
    27,684,154
    
    
    
    26,614,968
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A.S.V., INC.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 Nine months ended September 30,2005
    
    
    2004Cash flows from operating activities:Net earnings
    
    $
    19,728,481
    
    
    $
    12,207,088Adjustments to reconcile net earnings to net
cash provided by operating activities:Depreciation
    
    
    1,505,268
    
    
    
    681,002Amortization
    
    
    77,245
    
    
    
    Tax benefit from stock option exercises
    
    
    860,000
    
    
    
    950,000Deferred income taxes
    
    
    (900,000
    )
    
    
    375,000Changes in assets and liabilities:Accounts receivable
    
    
    (7,412,382
    )
    
    
    (11,827,480
    )Inventories
    
    
    (15,826,628
    )
    
    
    (2,570,746
    )Other assets
    
    
    562,064
    
    
    
    2,284,213Accounts payable
    
    
    2,960,700
    
    
    
    1,424,169Accrued liabilities
    
    
    2,216,134
    
    
    
    1,331,304Income taxes payable
    
    
    1,864,402
    
    
    
    1,714,751Net cash provided by operating activities
    
    
    5,635,284
    
    
    
    6,569,301Cash flows from investing activities:Purchase of property and equipment
    
    
    (10,978,251
    )
    
    
    (2,314,735
    )Purchase of short-term investments
    
    
    (2,349,734
    )
    
    
    (312,744
    )Purchase of long-term investments
    
    
    (2,080,981
    )
    
    
    (3,919,588
    )Redemption of short-term investments
    
    
    9,562,744
    
    
    
    305,662Net cash used in investing activities
    
    
    (5,846,222
    )
    
    
    (6,241,405
    )Cash flows from financing activities:Principal payments on long-term liabilities
    
    
    (147,109
    )
    
    
    (100,543
    )Proceeds (costs) from issuance of common stock, net
    
    
    (36,220
    )
    
    
    21,826,431Proceeds from exercise of stock options, net of costs
    
    
    1,742,106
    
    
    
    1,801,691Retirements of common stock
    
    
    (110,109
    )
    
    
    (9,311,398
    )Net cash provided by financing activities
    
    
    1,448,668
    
    
    
    14,216,181Net increase in cash and cash equivalents
    
    
    1,237,730
    
    
    
    14,544,077Cash and cash equivalents at beginning of period
    
    
    27,437,885
    
    
    
    29,402,756Cash and cash equivalents at end of period
    
    $
    28,675,615
    
    
    $
    43,946,833Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    86,871
    
    
    $
    85,311Cash paid for income taxes
    
    $
    9,894,491
    
    
    $
    3,938,318
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A.S.V., INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 September 30, 2005
 NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Principles of Consolidation
  Revenue Recognition
  Research and Development
  Interim Financial Information
  Warranties
   Three months ended September 30,2005
    
    
    2004Balance, beginning of period
    
    $
    3,485,586
    
    
    $
    1,685,000Expense for new warranties issued
    
    
    1,198,096
    
    
    
    756,421Warranty claims
    
    
    (517,628
    )
    
    
    (396,421
    )Balance, end of period
    
    $
    4,166,054
    
    
    $
    2,045,000
 Reclassification
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A.S.V., INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED
(UNAUDITED)
 NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 Stock-Based Compensation
 Accounting for Stock Issued to Employees,
 Accounting for
Stock-Based Compensation.
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net earnings, as reported
    
    $
    8,001,589
    
    
    $
    4,429,859
    
    
    $
    19,728,481
    
    
    $
    12,207,088Less total stock-based employee
compensation determined under
fair value methods for all awards,
net of income taxes
    
    
    (420,591
    )
    
    
    (452,072
    )
    
    
    (1,248,424
    )
    
    
    (1,187,615
    )Pro forma net earnings
    
    $
    7,580,998
    
    
    $
    3,977,787
    
    
    $
    18,480,057
    
    
    $
    11,019,473Earnings per share:Basic  as reported
    
    $
    .30
    
    
    
    .18
    
    
    $
    .74
    
    
    $
    .49Basic  pro forma
    
    $
    .28
    
    
    
    .16
    
    
    $
    .69
    
    
    $
    .44Diluted  as reported
    
    $
    .29
    
    
    
    .17
    
    
    $
    .71
    
    
    $
    .46Diluted  pro forma
    
    $
    .27
    
    
    
    .15
    
    
    $
    .67
    
    
    $
    .41
 NOTE
2. INVENTORIES
  September 30,
    
    
    December 31,2005
    
    
    2004Raw materials, service parts
and work-in-process
    
    $
    39,746,733
    
    
    $
    23,630,644Finished goods
    
    
    9,763,083
    
    
    
    9,647,769Used equipment held for resale
    
    
    1,149,680
    
    
    
    1,554,455$
    50,659,496
    
    
    $
    34,832,868
 NOTE 3. ACQUISITION OF LOEGERING MFG. INC.
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A.S.V., INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED
(UNAUDITED)
 NOTE 3. ACQUISITION OF LOEGERING MFG. INC. (Continued)
  NOTE 4. SUPPLY AGREEMENT WITH CATERPILLAR INC.
  NOTE 5. NEW ACCOUNTING PRONOUNCEMENTS
 SFAS 123 (Revised 2004 Share-Based Payment
 Accounting for Stock-Based Compensation
 SFAS 151, Inventory Costs
  NOTE 6. INCOME TAXES
  NOTE 7. STOCK SPLIT
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ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Overview
   
    
    The Company believes there is a greater acceptance of rubber track machines in
the marketplace as users experience the benefits that a rubber track machine can
provide over a standard wheeled machine.
    
    The number of companies entering into the rubber track machine market has
increased in the last few years, thereby contributing to the increased awareness
and market acceptance of the products.
    
    ASV has increased its number of product offerings over the past few years
thereby making it easier to attract prospective dealers to carry the R-Series
Posi-Track product line. In addition, the number of dealers selling the Companys
R-Series Posi-Track product line has increased over the past few years.
    
    The current low interest rate environment has provided for easier financing by
end users.
    
    The Companys results of operations for the nine months ended September 30, 2005
include sales of $18.6 million from Loegering Mfg. Inc. (Loegering). On October 4,
2004, ASV closed on its acquisition of Loegering of Casselton, North Dakota in a
merger transaction. Loegering is a manufacturer of over-the-tire steel tracks for
wheeled skid-steers and also provides attachments for the skid-steer market.
Following completion of the transaction, Loegering became a wholly owned subsidiary
of ASV.
    
    The Company believes its sales for the third quarter of 2005 were benefited by
approximately $5-6 million of sales to customers in areas of the United States
affected by Hurricanes Katrina and Rita.
 Critical Accounting Policies
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Revenue Recognition and Accounts Receivable. i.e.
 Inventories.
 Warranties.
 Income Taxes
 Stock-Based Compensation. Accounting for Stock Issued to
Employees Accounting for Stock-Based
Compensation
 Share-Based Payment
 Results of Operations
  Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2005
    
    2004
    
    2005
    
    2004Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Gross profit
    
    
    25.0
    
    
    
    22.9
    
    
    
    24.5
    
    
    
    22.7Selling, general and administrative
    
    
    6.2
    
    
    
    5.8
    
    
    
    6.7
    
    
    
    5.6Research and development
    
    
    0.7
    
    
    
    0.6
    
    
    
    0.7
    
    
    
    0.5Operating income
    
    
    18.1
    
    
    
    16.6
    
    
    
    17.1
    
    
    
    16.6Net earnings
    
    
    11.6
    
    
    
    10.9
    
    
    
    11.0
    
    
    
    10.8
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For the three months ended September 30, 2005 and 2004.
 Net Sales.
 Gross Profit.
 Selling, General and Administrative.
 Research and Development.
 Other Income (Expense).
 Net Earnings.
 10




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For the nine months ended September 30, 2005 and 2004.
 Net Sales.
 Gross Profit.
 Selling, General and Administrative.
 Research and Development.
 Other Income (Expense).
 Net Earnings.
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Liquidity and Capital Resources
  Caterpillar Revenue Recognition/Gross Profit
   Caterpillar Supply Agreement
  Scope:
 
    
    Consistent with the original Alliance Agreement, Caterpillar will purchase from us
100% of its undercarriage requirements for current and specified future Caterpillar
MTLs, as defined.
    
    If Caterpillar chooses to manufacture MTLs outside North America for non-North
American markets, Caterpillar will purchase from us 100% of its undercarriage
requirements for these MTLs, provided we meet the Capacity Requirements and the Local
Requirements, as defined, for the applicable geographic area.
    
    Should we choose not to supply undercarriages to Caterpillar for these non-North
American sales, we would grant a royalty-bearing license to Caterpillar to use our
intellectual property to manufacture undercarriages for use on MTLs manufactured
outside North America for the non-North American markets.
    
    Caterpillar will continue to purchase 100% of its requirements for proprietary
original equipment manufacturer aftermarket service parts from us.
    
    We will continue to be allowed to sell our rubber track undercarriages to other
equipment manufacturers for machines that do not compete with Caterpillars
Multi-Terrain Loaders.
    
    We will continue to utilize Caterpillar components in the manufacture of our products.
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Pricing:
 
    
    There will be no change to the current MTL undercarriage pricing through December 31, 2005.
    
    Starting in 2006, we are expected to earn gross profit percentages on the sale of
our undercarriages similar to those expected, had the original Alliance Agreement with
Caterpillar been extended to 2006.
    
    With the expected increased volume of service parts, we have agreed to accept a
lower gross margin on the sale of those service parts, effective November 1, 2005.
    
    We anticipate the impact of the new Supply Agreement may reduce our overall gross
profit percentage for 2006 between zero and two percentage points.
 Term:
 
    
    The Supply Agreement will commence on November 1, 2005 and will continue through
November 1, 2010.
    
    The Supply Agreement will automatically renew for successive one-year renewal terms
unless either party provides at least six months prior written notice of termination.
  Vermeer Commercial Alliance Agreement
  Customer Note Receivable
  Off-Balance Sheet Arrangements
  Relationship with Finance Companies
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New Accounting Pronouncements
 SFAS 123 (Revised 2004) Share-Based Payment Accounting
for Stock-Based Compensation
 SFAS 151 Inventory Costs
 Stock Split
  Cash Requirements
  Forward-Looking Statements
  Risk Factors
 Our revenue and business would be harmed if Caterpillar ceased manufacturing and marketing
products under our Supply Agreement with Caterpillar.
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
    
    The development and introduction of the Caterpillar Machines were scheduled on an
aggressive timetable and there exists the possibility this timetable may not have
detected all potential issues regarding the production or function of the machines.
For example, in 2002, Caterpillar experienced production issues which caused them to
stop production of the Caterpillar Machines. As a result, we did not ship
undercarriages to Caterpillar while the production issues were resolved, resulting in
decreased revenue to us. Additional production or other issues may be experienced by
Caterpillar or us in the future, which could cause our sales of undercarriages to
Caterpillar to decrease or terminate while the issues are resolved.
    
    The overall market for rubber track machines is relatively new and the benefits of
rubber track machines are not currently widely known. Caterpillar and ASV believe the
market potential for rubber track machines justifies the necessary investment in the
Caterpillar Machines. However, there is no assurance the Caterpillar Machines will
attract sufficient demand to warrant their continued production and produce the returns
anticipated by us and Caterpillar.
    
    We will be relying significantly on Caterpillar for their continued interest in
manufacturing and marketing the Caterpillar Machines. Through September 30, 2005,
total sales to Caterpillar accounted for 39% of our net sales. If Caterpillar stopped
manufacturing the Caterpillar Machines, or stopped marketing the Caterpillar Machines
to its dealers or Caterpillar dealers did not adequately promote the sale of the
Caterpillar Machines, our revenue would be decreased and our business would be harmed.
    
    As part of the Supply Agreement, we agreed not to knowingly sell our undercarriages
to any party who shall manufacture, or resell an undercarriage to a party who shall
manufacture, a machine that substantially competes with the Caterpillar Machines.
 Caterpillar has the ability to influence or control us, which could negatively affect other
shareholders and could discourage offers by third parties to acquire us.
   If Caterpillar begins selling, or is perceived to be selling, its shares of our common
stock, the market price of our Common Stock may fall.
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If we are unable to manage growth effectively, our business, results of operations and
financial condition would be materially adversely affected.
  A disruption or termination of our relationships with certain suppliers could have a
material adverse effect on our operations.
  A number of our competitors have more resources and more established reputations than us.
If we do not compete effectively, our business will be harmed.
  If our rubber track vehicles do not continue to receive market acceptance, our operating
results will be harmed.
  If we are not able to manage and integrate the operations of Loegering Mfg. Inc., our
operating results will be harmed.
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Our business may be adversely affected if we are unable to successfully develop new products
or if new products developed are unable to gain market acceptance.
  â
 A cyclical, economic downturn in the construction and farm equipment industries could
materially harm our business.
  The loss of the services of any key member of our management could have a material adverse
effect on our ability to achieve our objectives.
  We may face product liability claims, which could result in losses in excess of our
insurance coverage or in our inability to obtain adequate insurance coverage in the future.
  Our business would be adversely affected if we are not able to protect our intellectual
property rights or if we get involved in litigation relating to our intellectual property
rights.
  17




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We may be unable to manufacture our products if either of our manufacturing facilities is
damaged, destroyed or becomes otherwise inoperable.
  We are subject to extensive governmental regulations which are costly.
  
 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
 ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
 Changes in Internal Control Over Financial Reporting
 
 PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
 ExhibitNumber
    
    Description3.1
    
    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 (b)3.1b
    
    Amendment to Second Restated Articles of Incorporation of the Company filed May
4, 1998 (c)3.2
    
    Bylaws of the Company (a)3.3
    
    Amendment to Bylaws of the Company adopted April 13, 1999 (d)4.1
    
    Specimen form of the Companys Common Stock Certificate (a)10.1
    
    Summary of Board of Director Compensation for the Company (e)10.2
    
    Purchase Agreement between the Company and Caterpillar Inc. effective November 1, 2005 *10.3
    
    Registration Rights Agreement between the Company and Caterpillar Inc., effective
November 1, 2005.10.4
    
    Commercial Alliance Agreement between the Company and Vermeer Manufacturing Inc.
dated September 23, 2005 **11
    
    Statement re: Computation of Per Share Earnings31.1
    
    Certification of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 200231.2
    
    Certification of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 200232.1
    
    Certification of the Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 200232.2
    
    Certification of the Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 19




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##### Table of Contents



(a)
    
    Incorporated by reference to Exhibit 3.2 to the Companys Registration
Statement on Form SB-2 (File No. 33-61284C) filed July 7, 1994.(b)
    
    Incorporated by reference to Exhibit 3.1a 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.(c)
    
    Incorporated by reference to Exhibit 3.1b 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.(d)
    
    Incorporated by reference to Exhibit 3.3 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.(e)
    
    Incorporated by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K filed electronically on July 18, 2005.*
    
    To be filed by amendment pursuant to Rule 12b-25 of the
Securities Exchange Act of 1934.**
    
    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. 20




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##### Table of Contents



SIGNATURES
  A.S.V., Inc.Dated:  November 9, 2005
    By /s/ Gary LemkeGary LemkeChief Executive Officer
    (duly authorized officer) Dated:  November 9, 2005
    By /s/ Thomas R. KargesThomas R. KargesChief Financial Officer
   (principal financial and accounting officer) 21




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##### Table of Contents



EXHIBIT INDEX
 Exhibit
    
    Description3.1
    
    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 (b)3.1b
    
    Amendment to Second Restated Articles of Incorporation of the Company filed May 4, 1998(c)3.2
    
    Bylaws of the Company (a)3.3
    
    Amendment to Bylaws of the Company adopted April 13, 1999 (d)4.1
    
    Specimen form of the Companys Common Stock Certificate (a)10.1
    
    Summary of Board of Director Compensation for the Company (e)10.2
    
    Purchase Agreement between the Company and Caterpillar Inc. effective November 1, 2005 *10.3
    
    Registration Rights Agreement between the Company and Caterpillar Inc., effective
November 1, 2005.10.4
    
    Commercial Alliance Agreement between the Company and Vermeer Manufacturing Inc.
dated September 23, 2005 **11
    
    Statement re: Computation of Per Share Earnings31.1
    
    Certification of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 200231.2
    
    Certification of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 200232.1
    
    Certification of the Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 200232.2
    
    Certification of the Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 
 (a)
    
    Incorporated by reference to Exhibit 3.2 to the Companys Registration
Statement on Form SB-2 (File No. 33-61284C) filed July 7, 1994.(b)
    
    Incorporated by reference to Exhibit 3.1a 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.(c)
    
    Incorporated by reference to Exhibit 3.1b 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.(d)
    
    Incorporated by reference to Exhibit 3.3 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.(e)
    
    Incorporated by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K filed on July 18, 2005.*
    
    To be filed by amendment pursuant to Rule 12b-25 of the
Securities Exchange Act of 1934.**
    
    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. 22