##### Table of Contents



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




---



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 INDEXStatement Re: Computation of Per Share EarningsCertification of the CEO Pursuant to Section 302Certification of the CFO Pursuant to Section 302Certification of the CEO Pursuant to Section 906Certification of the CFO Pursuant to Section 906    Table of Contents  
 PART I  FINANCIAL INFORMATION
 
 ITEM 1  FINANCIAL STATEMENTS
 A.S.V., Inc.
 CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
 June 30,
    
    December 31,2005
    
    2004ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    25,344,339
    
    
    $
    27,437,885Short-term investments
    
    
    209,960
    
    
    
    9,562,744Accounts receivable, netTrade
    
    
    28,740,775
    
    
    
    20,408,436Caterpillar Inc.
    
    
    7,296,146
    
    
    
    16,023,338Inventories
    
    
    52,246,334
    
    
    
    34,832,868Deferred income taxes
    
    
    2,500,000
    
    
    
    1,835,000Other current assets
    
    
    774,015
    
    
    
    1,062,096Total current assets
    
    
    117,111,569
    
    
    
    111,162,367PROPERTY AND EQUIPMENT, net
    
    
    20,569,978
    
    
    
    11,108,132LONG-TERM INVESTMENTS
    
    
    7,992,428
    
    
    
    5,912,747OTHER NON-CURRENT ASSET
    
    
    621,111
    
    
    
    703,445INTANGIBLES, net
    
    
    7,950,754
    
    
    
    8,002,251GOODWILL
    
    
    8,385,827
    
    
    
    8,385,827$
    162,631,667
    
    
    $
    145,274,769LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent portion of long-term liabilities
    
    $
    193,497
    
    
    $
    189,656Accounts payable
    
    
    14,451,907
    
    
    
    11,452,026Accrued liabilitiesWarranties
    
    
    3,485,586
    
    
    
    2,587,282Other
    
    
    2,304,812
    
    
    
    1,907,240Income taxes payable
    
    
    206,072
    
    
    
    533,995Total current liabilities
    
    
    20,641,874
    
    
    
    16,670,199LONG-TERM LIABILITIES, less current portion
    
    
    1,772,434
    
    
    
    1,873,768DEFERRED INCOME TAXES
    
    
    775,000
    
    
    
    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  13,405,639 in 2005; 13,336,657 in 2004
    
    
    134,056
    
    
    
    133,367Additional paid-in capital
    
    
    89,989,000
    
    
    
    88,345,024Retained earnings
    
    
    49,319,303
    
    
    
    37,592,411139,442,359
    
    
    
    126,070,802$
    162,631,667
    
    
    $
    145,274,769
  2




---



##### Table of Contents



A.S.V., INC.
 CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Net salesTrade
    
    $
    37,564,569
    
    
    $
    27,414,377
    
    
    $
    67,806,934
    
    
    $
    46,812,281Caterpillar
    
    
    19,127,886
    
    
    
    11,666,788
    
    
    
    42,065,363
    
    
    
    25,322,655Total net sales
    
    
    56,692,455
    
    
    
    39,081,165
    
    
    
    109,872,297
    
    
    
    72,134,936Cost of goods sold
    
    
    42,827,140
    
    
    
    30,313,383
    
    
    
    83,247,794
    
    
    
    55,796,952Gross profit
    
    
    13,865,315
    
    
    
    8,767,782
    
    
    
    26,624,503
    
    
    
    16,337,984Operating expenses:Selling, general and administrative
    
    
    3,900,431
    
    
    
    2,095,334
    
    
    
    7,684,002
    
    
    
    3,995,856Research and development
    
    
    439,616
    
    
    
    181,980
    
    
    
    867,756
    
    
    
    337,535Operating income
    
    
    9,525,268
    
    
    
    6,490,468
    
    
    
    18,072,745
    
    
    
    12,004,593Other income (expense)Interest income
    
    
    325,666
    
    
    
    181,450
    
    
    
    628,909
    
    
    
    359,337Interest expense
    
    
    (28,015
    )
    
    
    (28,168
    )
    
    
    (56,191
    )
    
    
    (56,777
    )Other, net
    
    
    5,998
    
    
    
    446
    
    
    
    51,429
    
    
    
    2,076Income before income taxes
    
    
    9,828,917
    
    
    
    6,644,196
    
    
    
    18,696,892
    
    
    
    12,309,229Income taxes
    
    
    3,645,000
    
    
    
    2,462,000
    
    
    
    6,970,000
    
    
    
    4,532,000NET EARNINGS
    
    $
    6,183,917
    
    
    $
    4,182,196
    
    
    $
    11,726,892
    
    
    $
    7,777,229Net earnings per common shareBasic
    
    $
    .46
    
    
    $
    .33
    
    
    $
    .88
    
    
    $
    .62Diluted
    
    $
    .45
    
    
    $
    .32
    
    
    $
    .85
    
    
    $
    .58Weighted average number of common shares outstandingBasic
    
    
    13,393,602
    
    
    
    12,632,363
    
    
    
    13,378,570
    
    
    
    12,548,440Diluted
    
    
    13,805,186
    
    
    
    13,110,823
    
    
    
    13,813,041
    
    
    
    13,408,714
  3




---



##### Table of Contents



A.S.V., INC.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 Six months ended June 30,2005
    
    2004Cash flows from operating activities:Net earnings
    
    $
    11,726,892
    
    
    $
    7,777,229Adjustments to reconcile net earnings to net
cash provided by operating activities:Depreciation
    
    
    909,544
    
    
    
    442,753Amortization
    
    
    51,497
    
    
    
    Tax benefit from stock option exercises
    
    
    630,000
    
    
    
    686,000Deferred income taxes
    
    
    (550,000
    )
    
    
    720,000Changes in assets and liabilities:Accounts receivable
    
    
    394,853
    
    
    
    (11,547,607
    )Inventories
    
    
    (17,413,466
    )
    
    
    (2,950,550
    )Other assets
    
    
    370,415
    
    
    
    2,013,933Accounts payable
    
    
    2,999,881
    
    
    
    3,005,268Accrued liabilities
    
    
    1,295,876
    
    
    
    791,525Income taxes payable
    
    
    (327,923
    )
    
    
    540,776Net cash provided by operating activities
    
    
    87,569
    
    
    
    1,479,327Cash flows from investing activities:Purchase of property and equipment
    
    
    (10,371,390
    )
    
    
    (2,070,431
    )Purchase of short-term investments
    
    
    (108,446
    )
    
    
    (4,126,238
    )Purchase of long-term investments
    
    
    (2,079,681
    )
    
    
    Redemption of short-term investments
    
    
    9,461,230
    
    
    
    205,894Net cash used in investing activities
    
    
    (3,098,287
    )
    
    
    (5,990,775
    )Cash flows from financing activities:Principal payments on long-term liabilities
    
    
    (97,493
    )
    
    
    (66,646
    )Proceeds (costs) from issuance of common stock, net
    
    
    (35,867
    )
    
    
    21,826,431Proceeds from exercise of stock options, net of costs
    
    
    1,160,641
    
    
    
    1,340,311Retirements of common stock
    
    
    (110,109
    )
    
    
    (9,311,398
    )Net cash provided by financing activities
    
    
    917,172
    
    
    
    13,788,698Net increase (decrease) in cash and cash equivalents
    
    
    (2,093,546
    )
    
    
    9,277,250Cash and cash equivalents at beginning of period
    
    
    27,437,885
    
    
    
    29,402,756Cash and cash equivalents at end of period
    
    $
    25,344,339
    
    
    $
    38,680,006Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    56,679
    
    
    $
    57,257Cash paid for income taxes
    
    $
    7,235,664
    
    
    
    2,506,414
  4




---



##### Table of Contents



A.S.V., INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 June 30, 2005
 NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Principles of Consolidation
  Revenue Recognition
  Research and Development
  Interim Financial Information
  Warranties
   Three months ended June 30,2005
    
    2004Balance, beginning of period
    
    $
    3,006,222
    
    
    $
    1,150,000Expense for new warranties issued
    
    
    1,017,595
    
    
    
    929,475Warranty claims
    
    
    (538,231
    )
    
    
    (394,475
    )Balance, end of period
    
    $
    3,485,586
    
    
    $
    1,685,000
 Reclassification
  5




---



##### Table of Contents



A.S.V., INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED
(UNAUDITED)
 NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Stock-Based Compensation
 Accounting for Stock Issued to Employees,
 Accounting for
Stock-Based Compensation,
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Net earnings, as reported
    
    $
    6,183,917
    
    
    $
    4,182,196
    
    
    $
    11,726,892
    
    
    $
    7,777,229Less total stock-based employee
compensation determined under
fair value methods for all awards,
net of income taxes
    
    
    (418,404
    )
    
    
    (403,135
    )
    
    
    (819,679
    )
    
    
    (735,543
    )Pro forma net earnings
    
    $
    5,765,513
    
    
    $
    3,779,061
    
    
    $
    10,907,213
    
    
    $
    7,041,686Earnings per share:Basic  as reported
    
    $
    .46
    
    
    
    .33
    
    
    $
    .88
    
    
    $
    .62Basic  pro forma
    
    $
    .43
    
    
    
    .30
    
    
    $
    .82
    
    
    $
    .56Diluted  as reported
    
    $
    .45
    
    
    
    .32
    
    
    $
    .85
    
    
    $
    .58Diluted  pro forma
    
    $
    .42
    
    
    
    .29
    
    
    $
    .79
    
    
    $
    .53
 NOTE
2. INVENTORIES
  June 30,
    
    December 31,2005
    
    2004Raw materials, service parts
and work-in-process
    
    $
    42,017,089
    
    
    $
    23,630,644Finished goods
    
    
    9,105,101
    
    
    
    9,647,769Used equipment held for resale
    
    
    1,124,144
    
    
    
    1,554,455$
    52,246,334
    
    
    $
    34,832,868
 6




---



##### Table of Contents



A.S.V., INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED
(UNAUDITED)
 NOTE 3. NEW ACCOUNTING PRONOUNCEMENTS
 SFAS 123 (Revised 2004 Share-Based Payment
 Accounting for Stock-Based Compensation
 SFAS 151, Inventory Costs
  NOTE 4. INCOME TAXES
  NOTE 5. CONTINGENCIES
  NOTE 6. SUBSEQUENT EVENT
  7




---



##### Table of Contents



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 six months ended June 30, 2005
include sales of $11.3 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.
 Critical Accounting Policies
   Revenue Recognition and Accounts Receivable.
 8




---



##### Table of Contents



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 June 30,
    
    Six Months Ended June 30,2005
    
    2004
    
    2005
    
    2004Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Gross profit
    
    
    24.5
    
    
    
    22.4
    
    
    
    24.2
    
    
    
    22.6Selling,general and administrative
    
    
    6.9
    
    
    
    5.4
    
    
    
    7.0
    
    
    
    5.5Research and development
    
    
    0.8
    
    
    
    0.5
    
    
    
    0.8
    
    
    
    0.5Operating income
    
    
    16.8
    
    
    
    16.6
    
    
    
    16.4
    
    
    
    16.6Net earnings
    
    
    10.9
    
    
    
    10.7
    
    
    
    10.7
    
    
    
    10.8
 9




---



##### Table of Contents



For the three months ended June 30, 2005 and 2004.
 Net Sales.
 Gross Profit.
 Selling, General and Administrative.
 Research and Development.
 Other Income (Expense).
 Net Earnings.
 10




---



##### Table of Contents



For the six months ended June 30, 2005 and 2004.
 Net Sales.
 Gross Profit.
 Selling, General and Administrative.
 Research and Development.
 Other Income (Expense).
 Net Earnings.
 11




---



##### Table of Contents



Liquidity and Capital Resources
  Caterpillar Revenue Recognition/Gross Profit
   Customer Note Receivable
  Off-Balance Sheet Arrangements
  Relationship with Finance Companies
  12




---



##### Table of Contents



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 Loader Alliance Agreement.
  13




---



##### Table of Contents




    
    The development and introduction of the Alliance Machines were scheduled on
an aggressive timetable and there exists the possibility this time table 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 Alliance 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 Alliance Machines. However, there is no assurance
the Alliance 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 Alliance Machines. In 2004, total sales to
Caterpillar accounted for 40% of our net sales. If Caterpillar stopped
manufacturing the Alliance Machines, or stopped marketing the Alliance Machines
to its dealers or Caterpillar dealers did not adequately promote the sale of
the Alliance Machines, our revenue would be decreased and our business would be
harmed.
    
    As part of the Alliance 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 Alliance Machines.
    
    The Alliance Agreement calls for us to receive a portion of the gross profit
on the sale of the Alliance Machines to Caterpillar dealers. Therefore, a
portion of our future revenue will be dependent on the success of Caterpillar
in selling the Alliance Machines to Caterpillar dealers. In addition, the
gross profit percentage that we receive for two of the three undercarriages we
currently sell to Caterpillar was reduced by 33% on January 1, 2005, with the
overall gross profit percentage on the sale of all three undercarriages
expected to exceed 20% for 2005. The gross profit percentage that we expect to
receive for the third undercarriage sold to Caterpillar is also scheduled to be
reduced by 33% effective January 1, 2006. Both of these reductions would reduce
the amount of gross profit we will recognize on the sale of these
undercarriages to Caterpillar if the level of net sales in 2005 and 2006 were
to be the same as in 2004.
    
    The Companys current contract to provide undercarriages and service parts
to Caterpillar is in effect through October 31, 2005 and both parties have been
actively negotiating the terms of a new supply agreement which would replace
the existing contract. In July 2005, the Company signed a term sheet with
Caterpillar which, while non-binding, outlines the key terms of the
relationship going forward. The parties are now in the process of negotiating a
definitive supply agreement and expect to have it completed prior to the
expiration of the existing contract. If a new agreement is not able
to be negotiated, our revenue would be decreased and our business would be
harmed.
 Our business could be materially harmed if Caterpillar did not actively support and
cooperate with us to provide us with various commercial services.
  14




---



##### Table of Contents



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.
  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.
  15




---



##### Table of Contents



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.
   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
 16




---



##### Table of Contents



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.
  We may be unable to manufacture our products if either of our manufacturing facilities is
damaged, destroyed or becomes otherwise inoperable.
  17




---



##### Table of Contents



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
  
 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
  18




---



##### Table of Contents



(a)
    
    Election of Directors.
  For
    
    WithheldRichard A. Benson
    
    
    12,501,182
    
    
    
    102,147James H. Dahl
    
    
    12,589,044
    
    
    
    14,285Bruce D. Iserman
    
    
    12,589,264
    
    
    
    14,065Gary D. Lemke
    
    
    12,473,761
    
    
    
    129,568Leland T. Lynch
    
    
    12,361,392
    
    
    
    241,937Jerome T. Miner
    
    
    12,472,387
    
    
    
    130,942Karlin S. Symons
    
    
    12,591,399
    
    
    
    11,930R. E. Teddy Turner, IV
    
    
    12,588,799
    
    
    
    14,530Kenneth J. Zika
    
    
    12,501,382
    
    
    
    101,947
 (b)
    
    Ratification of Appointment of Independent Registered Public Accounting Firm.Shareholders ratified the appointment of Grant Thornton LLP as the Companys
independent registered public accounting firm for the fiscal year ending
December 31, 2005, with a vote of 12,441,905 votes for, 152,909 votes
against and 8,515 shares abstaining.
 
 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)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




---



##### 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 on July 18, 2005. 20




---



##### Table of Contents



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




---



##### 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)3.3
    
    Bylaws of the Company (a)3.3
    
    Amendment to Bylaws of the Company adopted April 13, 1999 (d)4.2
    
    Specimen form of the Companys Common Stock Certificate (a)10.1
    
    Summary of Board of Director Compensation for the Company (e)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. 22