Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
|
|
Class
|
Outstanding at April 20, 2017
|
Common Stock, par value $0.20
|
23,060,484
|
ASTEC INDUSTRIES, INC.
|
|
INDEX
|
|
(unaudited)
|
||||||||
March 31,
2017 |
December 31,
2016 |
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
55,401
|
$
|
82,371
|
||||
Investments
|
1,408
|
1,024
|
||||||
Trade receivables
|
151,538
|
106,659
|
||||||
Other receivables
|
4,684
|
4,014
|
||||||
Inventories
|
372,570
|
360,404
|
||||||
Prepaid expenses and other
|
20,731
|
22,361
|
||||||
Total current assets
|
606,332
|
576,833
|
||||||
Property and equipment, net
|
182,223
|
180,538
|
||||||
Investments
|
13,734
|
13,965
|
||||||
Goodwill
|
41,047
|
40,804
|
||||||
Other long-term assets
|
31,152
|
31,461
|
||||||
Total assets
|
$
|
874,488
|
$
|
843,601
|
||||
LIABILITIES AND EQUITY
|
||||||||
Current liabilities:
|
||||||||
Short-term debt
|
$
|
697
|
$
|
4,632
|
||||
Current maturities of long-term debt
|
2,717
|
2,538
|
||||||
Accounts payable
|
73,806
|
57,297
|
||||||
Income tax payable
|
8,193
|
747
|
||||||
Accrued product warranty
|
13,719
|
13,156
|
||||||
Customer deposits
|
38,949
|
39,102
|
||||||
Accrued payroll and related liabilities
|
18,006
|
25,693
|
||||||
Accrued loss reserves
|
2,720
|
2,852
|
||||||
Other current liabilities
|
25,828
|
22,844
|
||||||
Total current liabilities
|
184,635
|
168,861
|
||||||
Long-term debt
|
3,599
|
4,116
|
||||||
Deferred income tax liabilities
|
1,630
|
1,669
|
||||||
Other long-term liabilities
|
20,274
|
20,114
|
||||||
Total liabilities
|
210,138
|
194,760
|
||||||
Shareholders' equity
|
663,025
|
647,830
|
||||||
Non-controlling interest
|
1,325
|
1,011
|
||||||
Total equity
|
664,350
|
648,841
|
||||||
Total liabilities and equity
|
$
|
874,488
|
$
|
843,601
|
Three Months Ended
March 31, |
||||||||
2017
|
2016
|
|||||||
Net sales
|
$
|
318,401
|
$
|
278,721
|
||||
Cost of sales
|
242,630
|
206,765
|
||||||
Gross profit
|
75,771
|
71,956
|
||||||
Selling, general, administrative and engineering expenses
|
53,121
|
43,806
|
||||||
Income from operations
|
22,650
|
28,150
|
||||||
Interest expense
|
265
|
467
|
||||||
Other income, net of expenses
|
512
|
544
|
||||||
Income from operations before income taxes
|
22,897
|
28,227
|
||||||
Income taxes
|
7,817
|
10,549
|
||||||
Net income
|
15,080
|
17,678
|
||||||
Net loss attributable to non-controlling interest
|
(40
|
)
|
(65
|
)
|
||||
Net income attributable to controlling interest
|
$
|
15,120
|
$
|
17,743
|
||||
Earnings per common share
|
||||||||
Net income attributable to controlling interest:
|
||||||||
Basic
|
$
|
0.66
|
$
|
0.77
|
||||
Diluted
|
$
|
0.65
|
$
|
0.77
|
||||
Weighted average number of common shares outstanding:
|
||||||||
Basic
|
23,013
|
22,965
|
||||||
Diluted
|
23,176
|
23,135
|
||||||
Dividends declared per common share
|
$
|
0.10
|
$
|
0.10
|
Three Months Ended
March 31, |
||||||||
2017
|
2016
|
|||||||
Net income
|
$
|
15,080
|
$
|
17,678
|
||||
Other comprehensive income:
|
||||||||
Foreign currency translation adjustments
|
2,030
|
1,730
|
||||||
Income tax provision on foreign currency translation adjustments
|
--
|
(335
|
)
|
|||||
Other comprehensive income
|
2,030
|
1,395
|
||||||
Comprehensive income
|
17,110
|
19,073
|
||||||
Comprehensive income attributable to non-controlling interest
|
8
|
60
|
||||||
Comprehensive income attributable to controlling interest
|
$
|
17,102
|
$
|
19,013
|
||||
Three Months Ended
March 31, |
||||||||
2017
|
2016
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income
|
$
|
15,080
|
$
|
17,678
|
||||
Adjustments to reconcile net income to net cash provided
(used) by operating activities: |
||||||||
Depreciation and amortization
|
6,411
|
5,870
|
||||||
Provision for doubtful accounts
|
436
|
289
|
||||||
Provision for warranties
|
3,996
|
3,615
|
||||||
Deferred compensation provision (benefit)
|
(376
|
)
|
380
|
|||||
Stock-based compensation
|
1,017
|
511
|
||||||
Gain on disposition of fixed assets
|
(133
|
)
|
(71
|
)
|
||||
Distributions to SERP participants
|
(123
|
)
|
(92
|
)
|
||||
Change in operating assets and liabilities:
|
||||||||
Sale (purchase) of trading securities, net
|
406
|
(678
|
)
|
|||||
Trade and other receivables
|
(45,910
|
)
|
(17,667
|
)
|
||||
Inventories
|
(12,166
|
)
|
(4,728
|
)
|
||||
Prepaid expenses
|
778
|
(4,042
|
)
|
|||||
Other assets
|
(377
|
)
|
1,384
|
|||||
Accounts payable
|
16,276
|
8,193
|
||||||
Accrued payroll and related expenses
|
(7,687
|
)
|
(975
|
)
|
||||
Accrued product warranty
|
(3,460
|
)
|
(2,357
|
)
|
||||
Customer deposits
|
(154
|
)
|
22,138
|
|||||
Prepaid and income taxes payable, net
|
7,877
|
9,745
|
||||||
Other
|
3,387
|
5,870
|
||||||
Net cash provided (used) by operating activities
|
(14,722
|
)
|
45,063
|
|||||
Cash flows from investing activities:
|
||||||||
Expenditures for property and equipment
|
(5,406
|
)
|
(5,054
|
)
|
||||
Proceeds from sale of property and equipment
|
140
|
111
|
||||||
Other
|
(292
|
)
|
(12
|
)
|
||||
Net cash used by investing activities
|
(5,558
|
)
|
(4,955
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Payment of dividends
|
(2,306
|
)
|
(2,304
|
)
|
||||
Borrowings under bank loans
|
--
|
1,394
|
||||||
Repayments of bank loans
|
(4,601
|
)
|
(1,120
|
)
|
||||
Sale (purchase) of Company shares held by SERP, net
|
285
|
(20
|
)
|
|||||
Withholding tax paid upon vesting of restricted stock units
|
(501
|
)
|
(1,022
|
)
|
||||
Net cash used by financing activities
|
(7,123
|
)
|
(3,072
|
)
|
||||
Effect of exchange rates on cash
|
433
|
347
|
||||||
Net increase (decrease) in cash and cash equivalents
|
(26,970
|
)
|
37,383
|
|||||
Cash and cash equivalents, beginning of period
|
82,371
|
25,062
|
||||||
Cash and cash equivalents, end of period
|
$
|
55,401
|
$
|
62,445
|
Condensed Consolidated Statement of Equity
|
||||||||||||||||||||||||||||||||
For the Three Months Ended March 31, 2017
|
||||||||||||||||||||||||||||||||
(in thousands)
|
||||||||||||||||||||||||||||||||
(unaudited)
|
||||||||||||||||||||||||||||||||
Common
Stock Shares |
Common
Stock Amount |
Additional
Paid-in- Capital |
Accum-
ulated Other Compre- hensive Loss |
Company
Shares Held by SERP |
Retained
Earnings |
Non-
controlling Interest |
Total
Equity |
|||||||||||||||||||||||||
Balance, December
31, 2016 |
23,046
|
$
|
4,609
|
$
|
139,970
|
$
|
(31,562
|
)
|
$
|
(1,958
|
)
|
$
|
536,771
|
$
|
1,011
|
$
|
648,841
|
|||||||||||||||
Net income
|
--
|
--
|
--
|
--
|
--
|
15,120
|
(40
|
)
|
15,080
|
|||||||||||||||||||||||
Other comprehensive
income |
--
|
--
|
--
|
2,030
|
--
|
--
|
--
|
2,030
|
||||||||||||||||||||||||
Change in ownership
percentage of subsidiary |
--
|
--
|
--
|
--
|
--
|
--
|
184
|
184
|
||||||||||||||||||||||||
Dividends declared
|
--
|
--
|
2
|
--
|
--
|
(2,308
|
)
|
--
|
(2,306
|
)
|
||||||||||||||||||||||
Stock-based
compensation |
--
|
--
|
567
|
--
|
--
|
--
|
--
|
567
|
||||||||||||||||||||||||
Stock issued under
incentive plans |
14
|
3
|
(3
|
)
|
--
|
--
|
--
|
--
|
--
|
|||||||||||||||||||||||
Withholding tax
paid upon vesting of RSUs |
--
|
--
|
(501
|
)
|
--
|
--
|
--
|
--
|
(501
|
)
|
||||||||||||||||||||||
SERP transactions,
net |
--
|
--
|
162
|
--
|
123
|
--
|
--
|
285
|
||||||||||||||||||||||||
Other
|
--
|
--
|
--
|
--
|
--
|
--
|
170
|
170
|
||||||||||||||||||||||||
Balance, March
31, 2017 |
23,060
|
$
|
4,612
|
$
|
140,197
|
$
|
(29,532
|
)
|
$
|
(1,835
|
)
|
$
|
549,583
|
$
|
1,325
|
$
|
664,350
|
Three Months Ended
March 31, |
||||||||
2017
|
2016
|
|||||||
Numerator:
|
||||||||
Net income attributable to controlling interest
|
$
|
15,120
|
$
|
17,743
|
||||
Denominator:
|
||||||||
Denominator for basic earnings per share
|
23,013
|
22,965
|
||||||
Effect of dilutive securities:
|
||||||||
Restricted stock units
|
102
|
106
|
||||||
Supplemental Executive Retirement Plan
|
61
|
64
|
||||||
Denominator for diluted earnings per share
|
23,176
|
23,135
|
||||||
March 31,
2017 |
December 31,
2016 |
|||||||
Raw materials and parts
|
$
|
145,101
|
$
|
137,763
|
||||
Work-in-process
|
128,027
|
115,613
|
||||||
Finished goods
|
77,932
|
84,898
|
||||||
Used equipment
|
21,510
|
22,130
|
||||||
Total
|
$
|
372,570
|
$
|
360,404
|
Level 1 -
|
Unadjusted quoted prices in active markets for identical assets or liabilities.
|
Level 2 -
|
Unadjusted quoted prices in active markets for similar assets or liabilities; or unadjusted
quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs other than quoted prices that are observable for the asset or liability. |
Level 3 -
|
Inputs reflect management's best estimate of what market participants would use in pricing
the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. |
March 31, 2017
|
||||||||||||
Level 1
|
Level 2
|
Total
|
||||||||||
Financial Assets:
|
||||||||||||
Trading equity securities:
|
||||||||||||
SERP money market fund
|
$
|
374
|
$
|
--
|
$
|
374
|
||||||
SERP mutual funds
|
3,508
|
--
|
3,508
|
|||||||||
Preferred stocks
|
488
|
--
|
488
|
|||||||||
Trading debt securities:
|
||||||||||||
Corporate bonds
|
5,601
|
--
|
5,601
|
|||||||||
Municipal bonds
|
--
|
2,290
|
2,290
|
|||||||||
Floating rate notes
|
121
|
--
|
121
|
|||||||||
Asset backed securities
|
--
|
611
|
611
|
|||||||||
US Treasury Notes
|
389
|
--
|
389
|
|||||||||
Other
|
--
|
1,760
|
1,760
|
|||||||||
Total financial assets
|
$
|
10,481
|
$
|
4,661
|
$
|
15,142
|
||||||
Financial Liabilities:
|
||||||||||||
SERP liabilities
|
$
|
--
|
$
|
7,675
|
$
|
7,675
|
||||||
Derivative financial instruments
|
--
|
178
|
178
|
|||||||||
Total financial liabilities
|
$
|
--
|
$
|
7,853
|
$
|
7,853
|
December 31, 2016
|
||||||||||||
Level 1
|
Level 2
|
Total
|
||||||||||
Financial Assets:
|
||||||||||||
Trading equity securities:
|
||||||||||||
SERP money market fund
|
$
|
92
|
$
|
--
|
$
|
92
|
||||||
SERP mutual funds
|
3,335
|
--
|
3,335
|
|||||||||
Preferred stocks
|
475
|
--
|
475
|
|||||||||
Trading debt securities:
|
||||||||||||
Corporate bonds
|
5,413
|
--
|
5,413
|
|||||||||
Municipal bonds
|
--
|
2,248
|
2,248
|
|||||||||
Floating rate notes
|
118
|
--
|
118
|
|||||||||
U.S. Treasury bills
|
388
|
--
|
388
|
|||||||||
Asset backed securities
|
--
|
637
|
637
|
|||||||||
Other
|
--
|
2,283
|
2,283
|
|||||||||
Derivative financial instruments
|
--
|
144
|
144
|
|||||||||
Total financial assets
|
$
|
9,821
|
$
|
5,312
|
$
|
15,133
|
||||||
Financial Liabilities:
|
||||||||||||
SERP liabilities
|
$
|
--
|
$
|
7,882
|
$
|
7,882
|
||||||
Derivative financial instruments
|
--
|
89
|
89
|
|||||||||
Total financial liabilities
|
$
|
--
|
$
|
7,971
|
$
|
7,971
|
Three Months Ended
March 31, |
||||||||
2017
|
2016
|
|||||||
Reserve balance, beginning of the period
|
$
|
13,156
|
$
|
9,100
|
||||
Warranty liabilities accrued
|
3,996
|
3,615
|
||||||
Warranty liabilities settled
|
(3,460
|
)
|
(2,357
|
)
|
||||
Other
|
27
|
39
|
||||||
Reserve balance, end of the period
|
$
|
13,719
|
$
|
10,397
|
Three Months Ended March 31, 2017
|
||||||||||||||||||||
Infrastructure
Group |
Aggregate
and Mining Group |
Energy
Group |
Corporate
|
Total
|
||||||||||||||||
Net sales to external
customers |
$
|
165,243
|
$
|
100,613
|
$
|
52,545
|
$
|
--
|
$
|
318,401
|
||||||||||
Intersegment sales
|
4,025
|
3,436
|
5,591
|
--
|
13,052
|
|||||||||||||||
Gross profit
|
37,801
|
25,023
|
12,887
|
60
|
75,771
|
|||||||||||||||
Gross profit percent
|
22.9
|
%
|
24.9
|
%
|
24.5
|
%
|
--
|
23.8
|
%
|
|||||||||||
Segment profit (loss)
|
$
|
18,180
|
$
|
8,428
|
$
|
2,729
|
$
|
(14,428
|
)
|
$
|
14,909
|
Three Months Ended March 31, 2016
|
||||||||||||||||||||
Infrastructure
Group |
Aggregate
and Mining Group |
Energy
Group |
Corporate
|
Total
|
||||||||||||||||
Net sales to external
customers |
$
|
153,114
|
$
|
92,488
|
$
|
33,119
|
$
|
--
|
$
|
278,721
|
||||||||||
Intersegment sales
|
3,173
|
4,851
|
3,466
|
--
|
11,490
|
|||||||||||||||
Gross profit (loss)
|
39,837
|
25,148
|
7,082
|
(111
|
)
|
71,956
|
||||||||||||||
Gross profit percent
|
26.0
|
%
|
27.2
|
%
|
21.4
|
%
|
--
|
25.8
|
%
|
|||||||||||
Segment profit (loss)
|
$
|
21,863
|
$
|
9,538
|
$
|
(192
|
)
|
$
|
(14,226
|
)
|
$
|
16,983
|
Three Months Ended
March 31, |
||||||||
2017
|
2016
|
|||||||
Total segment profits
|
$
|
14,909
|
$
|
16,983
|
||||
Recapture of intersegment profit
|
171
|
695
|
||||||
Net income
|
15,080
|
17,678
|
||||||
Net loss attributable to non-controlling
interest in subsidiaries |
(40
|
)
|
(65
|
)
|
||||
Net income attributable to controlling interest
|
$
|
15,120
|
$
|
17,743
|
Three Months Ended
March 31, |
||||||||
2017
|
2016
|
|||||||
Interest income
|
$
|
175
|
$
|
288
|
||||
Gain (loss) on investments
|
27
|
(36
|
)
|
|||||
License fee income
|
250
|
195
|
||||||
Other
|
60
|
97
|
||||||
Total
|
$
|
512
|
$
|
544
|
·
|
design, engineer, manufacture and market equipment used in each phase of road building, including mining, quarrying and crushing the aggregate, mobile bulk and material handling solutions, producing asphalt or concrete, recycling old asphalt or concrete and applying the asphalt;
|
·
|
design, engineer, manufacture and market additional equipment and components, including equipment for geothermal drilling, oil and natural gas drilling, industrial heat transfer, wood chipping and grinding, wood pellet processing, commercial and industrial burners, combustion control systems; and
|
·
|
manufacture and sell replacement parts for equipment in each of its product lines.
|
1.
|
Infrastructure Group
– Astec, Inc., Roadtec, Inc., Carlson Paving Products, Inc., Astec Australia, Pty Ltd and Astec Mobile Machinery GmbH.
|
2.
|
Aggregate and Mining Group
– Telsmith, Inc., Kolberg-Pioneer, Inc., Johnson Crushers International, Inc., Osborn Engineered Products SA (Pty) Ltd, Breaker Technology, Inc., Astec Mobile Screens, Inc., Astec do Brasil Fabricacao de Equipamentos LTDA and Telestack Limited.
|
3.
|
Energy Group
– Heatec, Inc., CEI, Inc., GEFCO, Inc., Peterson Pacific Corp. and Power Flame Incorporated (beginning in August 2016).
|
Three Months Ended
March 31, |
||||||||||||||||
2017
|
2016
|
$ Change
|
% Change
|
|||||||||||||
Infrastructure Group
|
$
|
165,243
|
$
|
153,114
|
$
|
12,129
|
7.9
|
%
|
||||||||
Aggregate and Mining Group
|
100,613
|
92,488
|
8,125
|
8.8
|
%
|
|||||||||||
Energy Group
|
52,545
|
33,119
|
19,426
|
58.7
|
%
|
|||||||||||
Three Months Ended
March 31, |
||||||||||||||||
2017
|
2016
|
$ Change
|
% Change
|
|||||||||||||
Infrastructure Group
|
$
|
18,180
|
$
|
21,863
|
$
|
(3,683
|
)
|
(16.8
|
)%
|
|||||||
Aggregate and Mining Group
|
8,428
|
9,538
|
(1,110
|
)
|
(11.6
|
)%
|
||||||||||
Energy Group
|
2,729
|
(192
|
)
|
2,921
|
N/A
|
|||||||||||
Corporate
|
(14,428
|
)
|
(14,226
|
)
|
(202
|
)
|
(1.4
|
)%
|
||||||||
Three Months Ended
March 31, |
Increase
|
|||||||||||
2017
|
2016
|
(Decrease)
|
||||||||||
Net income
|
$
|
15,080
|
$
|
17,678
|
$
|
(2,598
|
)
|
|||||
Depreciation and amortization
|
6,411
|
5,870
|
541
|
|||||||||
Provision for warranties
|
3,996
|
3,615
|
381
|
|||||||||
Changes in working capital:
|
||||||||||||
Increase in trade and other receivables
|
(45,910
|
)
|
(17,667
|
)
|
(28,243
|
)
|
||||||
Increase in inventories
|
(12,166
|
)
|
(4,728
|
)
|
(7,438
|
)
|
||||||
Increase in accounts payable
|
16,276
|
8,193
|
8,083
|
|||||||||
Increase (decrease) in customer deposits
|
(154
|
)
|
22,138
|
(22,292
|
)
|
|||||||
Decrease in accrued product warranties
|
(3,460
|
)
|
(2,357
|
)
|
(1,103
|
)
|
||||||
Change in prepaid and income taxes payable, net
|
7,877
|
9,745
|
(1,868
|
)
|
||||||||
Other, net
|
(2,672
|
)
|
2,576
|
(5,248
|
)
|
|||||||
Net cash provided (used) by operating activities
|
$
|
(14,722
|
)
|
$
|
45,063
|
$
|
(59,785
|
)
|
Three Months Ended
March 31, |
Increase
|
|||||||||||
2017
|
2016
|
(Decrease)
|
||||||||||
Expenditures for property and equipment
|
$
|
(5,406
|
)
|
$
|
(5,054
|
)
|
$
|
(352
|
)
|
|||
Other
|
(152
|
)
|
99
|
(251
|
)
|
|||||||
Net cash used by investing activities
|
$
|
(5,558
|
)
|
$
|
(4,955
|
)
|
$
|
(603
|
)
|
Three Months Ended
March 31, |
Increase
|
|||||||||||
2017
|
2016
|
(Decrease)
|
||||||||||
Payment of dividends
|
$
|
(2,306
|
)
|
$
|
(2,304
|
)
|
$
|
(2
|
)
|
|||
Net change in borrowings from banks
|
(4,601
|
)
|
274
|
(4,875
|
)
|
|||||||
Sale (purchase) of Company shares held by SERP, net
|
285
|
(20
|
)
|
305
|
||||||||
Other, net
|
(501
|
)
|
(1,022
|
)
|
521
|
|||||||
Net cash used by financing activities
|
$
|
(7,123
|
)
|
$
|
(3,072
|
)
|
$
|
(4,051
|
)
|
Exhibit No.
|
Description
|
|
10.1
|
Amendment to "Appendix A" of the Astec Industries, Inc. Supplemental Executive Retirement Plan, effective April 27, 2017.
|
|
10.2
|
First Amendment to Amended and Restated Credit Agreement dated April 12, 2017, between Astec Industries, Inc. and Certain of its Subsidiaries and Wells Fargo Bank, Nation Association.
|
|
31.1
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32*
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
ASTEC INDUSTRIES, INC.
(Registrant) |
||
Date: May 8, 2017
|
/s/ Benjamin G. Brock
|
|
Benjamin G. Brock
Chief Executive Officer (Principal Executive Officer) |
||
Date: May 8, 2017
|
/s/ David C. Silvious
|
|
David C. Silvious
Chief Financial Officer, Vice President, and Treasurer (Principal Financial and Accounting Officer) |
Exhibit Index
|
||
Exhibit No.
|
Description
|
|
10.1
|
Amendment to "Appendix A" of the Astec Industries, Inc. Supplemental Executive Retirement Plan, effective April 27, 2017.
|
|
10.2
|
First Amendment to Amended and Restated Credit Agreement dated April 12, 2017, between Astec Industries, Inc. and Certain of its Subsidiaries and Wells Fargo Bank, Nation Association.
|
|
31.1
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
"APPENDIX A"
|
||
Each Participant's Date of Participation
|
||
Name of Participant
|
Effective Dates of Participation
|
|
W. Norman Smith
|
January 1, 1995
|
|
Richard Patek
|
January 1, 1995
|
|
Tim Gonigam
|
August 1, 2000
|
|
Jeff Elliott
|
January 1, 2002
|
|
Stephen C. Anderson
|
January 1, 2003
|
|
Richard Dorris
|
January 3, 2005
|
|
David C. Silvious
|
July 1, 2005
|
|
Ben Brock
|
January 1, 2007
|
|
Michael A. Bremmer
|
January 1, 2007
|
|
Lawrence R. Cumming
|
January 1, 2008
|
|
Neil Peterson
|
January 1, 2008
|
|
Joe Cline
|
February 1, 2008
|
|
Chris Colwell
|
May 31, 2011
|
|
Robin Leffew
|
August 1, 2011
|
|
Matthew B. Haven
|
January 1, 2013
|
|
Jeff May
|
October 1, 2013
|
|
Malcolm Swanson
|
January 1, 2014
|
|
Tom Wilkey
|
January 1, 2014
|
|
Jeff Schwarz
|
July 1, 2014
|
|
Steven L. Claude
|
August 24, 2015
|
|
John Irvine
|
April 28, 2016
|
|
Jaco Van Der Merwe
|
October 1, 2016
|
|
Scott Barker
|
April 3, 2017
|
(A)
|
The business acquired is a Permitted Line of Business;
|
(B)
|
Any securities given as consideration therewith are securities of Borrower;
|
(C)
|
Immediately after the Acquisition, the business so acquired (and the assets constituting such business) shall be owned and operated by Borrower or another Member of the Borrower Consolidated Group;
|
(D)
|
No Default shall have occurred and be continuing at the time of the consummation of such Acquisition or would exist immediately after such Acquisition;
|
(E)
|
With respect to any Acquisition with an acquisition amount of $10,000,000.00 or more, Borrower shall have delivered to Bank a pro-forma compliance certificate demonstrating that, on a pro-forma basis, after giving effect to the Acquisition, such Acquisition would not give rise to a Financial Covenant Default as of the consummation of the Acquisition, or a Financial Covenant Default during the one-year period following the consummation of such Acquisition; and
|
(F)
|
Any other Acquisition that may be approved in writing by Bank from time to time.
|
(a)
|
The Borrower Parties and the Bank shall have executed and delivered a counterpart of this Amendment;
|
(b)
|
The Borrower Parties and the Bank shall have executed and delivered a counterpart of the Guaranty;
|
(c)
|
PFI shall have executed and delivered a certificate of an officer or other representative acceptable to Bank dated as of the date of this Amendment, certifying as to the incumbency and signatures of the representatives of such Person signing, the Loan Documents together with the following documents attached thereto: (i) a copy of the resolutions of PFI's Governing Body authorizing the execution, delivery and performance of the Loan Documents, (ii) a copy certificate as of the most recent date practicable by the secretary of state (or similar Governmental Authority) of the state of Tennessee, of PFI's Organizational Documents filed with such secretary of state (or similar Governmental Authority), (iii) a copy of PFI's other Organizational Documents; and (iv) a certificate of the most recent date practicable of the secretary of state (or similar appropriate Governmental Authority) of each Jurisdiction in which PFI is organized as to the existence and good standing of PFI within such Jurisdiction;
|
(d)
|
A certificate, as of the most recent date practicable, of the secretary of state (or similar appropriate Governmental Authority) of each Jurisdiction where each Borrower Party is organized as to the existence and good standing of each such Borrower Power within such Jurisdiction;
|
(e)
|
Each of the representations and warranties of the Members of the Borrower Consolidated Group contained in
Sections 10, 12
and
13
shall be true and correct in all material respects as of the date as of which all of the other conditions contained in this
Section 11
shall have been satisfied; and
|
(f)
|
The Bank shall have received such documents, instruments, certificates, opinions and approvals as it reasonably may have requested.
|
(a)
|
Each Borrower Party is a corporation duly organized, validly existing and in good standing under the laws of the state of its organization. Each Borrower Party has all requisite power, authority and legal right to execute and deliver this Amendment and all other instruments and documents to be executed and delivered by such Borrower Party pursuant to this Amendment and to perform and observe the provisions thereof and to carry out the transactions contemplated thereby. All actions on the part of any Member of the Borrower Consolidated Group that are required for the execution and delivery of this Amendment and the other Loan Documents and the performance and observance of the provisions thereof by such Member have been duly authorized and effectively taken.
|
(b)
|
This Amendment will constitute, upon execution and delivery thereof, shall constitute, legal, valid and binding obligations of the Borrower Parties, enforceable against such Borrower Party in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally.
|
(a)
|
the representations and warranties set forth in
Article VI
of the Credit Agreement are true and correct in all material respects on and as of the date of this Amendment except for representations and warranties that expressly relate to an earlier date, which remain true and correct as of said earlier date;
|
(b)
|
no Default or Event of Default exists under the Credit Agreement, any of the other Loan Documents or any other documents executed in connection therewith; and
|
(c)
|
no authorization, consent, license, or exemption from, or filing or registration with, any Governmental Authority, nor any material approval or consent of any other Person, is or will be necessary to the valid execution, delivery, or material performance by the parties thereto of this Amendment or of any other instrument or document executed and delivered in connection therewith, except for such thereof that have heretofore been obtained and remain in full force and effect.
|
(a)
|
Each Borrower Party (i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) affirms all of its obligations under the Loan Documents as amended hereby, and (iii) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge any Borrower Party's obligations under the Loan Documents.
|
(b)
|
Neither this Amendment nor any other indulgences that may have been granted to any Member of the Borrower Consolidated Group by the Bank shall constitute a course of dealing or otherwise obligate the Bank to modify, expand or extend the agreements contained herein, to agree to any other amendments to the Credit Agreement or to grant any consent to, waiver of or indulgence with respect to any other noncompliance with any provision of the Loan Documents.
|
(c)
|
Neither this Amendment, nor the failure to exercise or any delay in the exercise of any right or remedy of the Bank under the Loan Documents shall constitute a waiver of any of the rights or remedies of the Bank arising under the Credit Agreement, any other Loan Document or otherwise, and no single or partial exercise of any such rights or remedies shall preclude any other or further exercise of any rights or remedies of the Bank under the Loan Documents or the exercise of any other right.
|
(d)
|
Upon and after the effectiveness of this Amendment, each reference in the Credit Agreement to "this Agreement," "hereunder," "hereof" or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to "the Credit Agreement," "thereunder," "thereof" or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents.
|
(e)
|
Any noncompliance by any Member of the Borrower Consolidated Group with any of the covenants, terms, conditions or provisions of this Amendment shall constitute an Event of Default.
|
(f)
|
Except to the extent amended or modified hereby, the Credit Agreement, the other Loan Documents and all terms, conditions and provisions thereof shall continue in full force and effect in all respects and shall be construed in accordance with the modifications of the Credit Agreement effected hereby. Without limiting the generality of the foregoing, the Collateral secures and shall continue to secure the payment of all obligations with respect to the Loan Documents, in each case taking into account the modifications of the Credit Agreement effected hereby.
|
BORROWER PARTIES: |
ASTEC INDUSTRIES, INC.,
a Tennessee corporation |
I.
|
Financial Statements and Reports
|
Compliance
(Please Indicate)
|
A.
|
Annual CPA audited, consolidated Fiscal Year-End financial statements of Borrower Consolidated Group within 120 days after each Fiscal Year-End
|
Yes
No
|
B.
|
Annual management-prepared consolidating Fiscal Year-End financial statements of each Member of the Borrower Consolidated Group within 120 days after each Fiscal Year-End
|
Yes
No
|
C.
|
Quarterly management-prepared consolidating financial statements of Borrower Consolidated Group within 45 days after each Quarter-End
|
Yes
No
|
II.
|
Tangible Net Worth
|
Compliance
(Please Indicate)
|
Minimum of $400,000,000 required
Actual Tangible Net Worth for this
reporting period equals $_______________
|
Yes
No
|
III.
|
Net Income
|
Compliance
(Please Indicate)
|
Amount greater than $0.00 required
Actual Net Income for this
reporting period equals $_______________
|
Yes
No
|
(i)
|
grant any Borrower Party extensions of time for payment of the Obligations or any party thereof;
|
(ii)
|
renew any of the Obligations;
|
(iii)
|
grant any Borrower Party extensions of time for performance of agreements or other indulgences;
|
(iv)
|
at any time release any or all of the collateral held by any Bank Party as security for the Obligations;
|
(v)
|
at any time release any other guarantor from such guarantor's guarantee of any of the Obligations;
|
(vi)
|
compromise, settle, release, or terminate any or all of the obligations, covenants, or agreement of any Borrower Party under any Note, the Credit Agreement, any one or more of the other Loan Documents, or any Wells Fargo Swap Document; and
|
(vii)
|
with the written consent of Borrower, modify or amend any obligation, covenant or agreement of Borrower set forth in any Note, the Credit Agreement, the other Loan Documents, or any Wells Fargo Swap Document.
|
By: /s/ David C. Silvious |
|
By: /s/ David C. Silvious |
|
By: /s/ David C. Silvious |
|
By: /s/ David C. Silvious |
|
By: |
|
By: /s/ David C. Silvious |
|
By: /s/ David C. Silvious |
|
By: /s/ David C. Silvious |
|
By: /s/ David C. Silvious |
|
By: /s/ David C. Silvious |
|
By: /s/ David C. Silvious |
|
By: /s/ David C. Silvious |
|
By: /s/ David C. Silvious |
|
1. |
I have reviewed this quarterly report on Form 10-Q of Astec Industries, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5. |
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
/s/
Benjamin G. Brock
|
|
Benjamin G. Brock
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
1. |
I have reviewed this quarterly report on Form 10-Q of Astec Industries, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5. |
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
/s/David C. Silvious
|
|
David C. Silvious
|
|
Chief Financial Officer, Vice President and Treasurer
|
|
(Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|