0000792987--12-31false2021Q100007929872021-01-012021-03-31xbrli:shares00007929872021-05-03iso4217:USD00007929872021-03-3100007929872020-12-31iso4217:USDxbrli:shares00007929872020-01-012020-03-3100007929872019-12-3100007929872020-03-310000792987us-gaap:CommonStockMember2020-12-310000792987us-gaap:AdditionalPaidInCapitalMember2020-12-310000792987us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310000792987us-gaap:DeferredCompensationShareBasedPaymentsMember2020-12-310000792987us-gaap:RetainedEarningsMember2020-12-310000792987us-gaap:NoncontrollingInterestMember2020-12-310000792987us-gaap:RetainedEarningsMember2021-01-012021-03-310000792987us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-012021-03-310000792987us-gaap:NoncontrollingInterestMember2021-01-012021-03-310000792987us-gaap:AdditionalPaidInCapitalMember2021-01-012021-03-310000792987us-gaap:CommonStockMember2021-01-012021-03-310000792987us-gaap:DeferredCompensationShareBasedPaymentsMember2021-01-012021-03-310000792987us-gaap:CommonStockMember2021-03-310000792987us-gaap:AdditionalPaidInCapitalMember2021-03-310000792987us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-03-310000792987us-gaap:DeferredCompensationShareBasedPaymentsMember2021-03-310000792987us-gaap:RetainedEarningsMember2021-03-310000792987us-gaap:NoncontrollingInterestMember2021-03-310000792987us-gaap:CommonStockMember2019-12-310000792987us-gaap:AdditionalPaidInCapitalMember2019-12-310000792987us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-310000792987us-gaap:DeferredCompensationShareBasedPaymentsMember2019-12-310000792987us-gaap:RetainedEarningsMember2019-12-310000792987us-gaap:NoncontrollingInterestMember2019-12-310000792987us-gaap:RetainedEarningsMember2020-01-012020-03-310000792987us-gaap:NoncontrollingInterestMember2020-01-012020-03-310000792987us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-012020-03-310000792987us-gaap:AdditionalPaidInCapitalMember2020-01-012020-03-310000792987us-gaap:CommonStockMember2020-01-012020-03-310000792987us-gaap:CommonStockMember2020-03-310000792987us-gaap:AdditionalPaidInCapitalMember2020-03-310000792987us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-03-310000792987us-gaap:DeferredCompensationShareBasedPaymentsMember2020-03-310000792987us-gaap:RetainedEarningsMember2020-03-310000792987us-gaap:NoncontrollingInterestMember2020-03-31aste:segment0000792987us-gaap:CostOfSalesMembersrt:RevisionOfPriorPeriodReclassificationAdjustmentMember2021-01-012021-03-310000792987srt:RevisionOfPriorPeriodReclassificationAdjustmentMemberus-gaap:RestructuringChargesMember2021-01-012021-03-310000792987us-gaap:SoftwareAndSoftwareDevelopmentCostsMember2021-01-012021-03-310000792987aste:ConECoMember2020-07-200000792987us-gaap:CustomerRelationshipsMemberaste:ConECoMember2020-07-202020-07-200000792987us-gaap:TradeNamesMemberaste:ConECoMember2020-07-202020-07-200000792987aste:ConECoMember2021-01-012021-03-310000792987aste:BMHSystemsMember2020-08-030000792987aste:BMHSystemsMemberus-gaap:CustomerRelationshipsMember2020-08-032020-08-030000792987aste:BMHSystemsMemberus-gaap:TradeNamesMember2020-08-032020-08-030000792987aste:BMHSystemsMember2021-01-012021-03-310000792987us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberus-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMemberus-gaap:MoneyMarketFundsMember2021-03-310000792987us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMemberus-gaap:MoneyMarketFundsMember2021-03-310000792987us-gaap:FairValueMeasurementsRecurringMemberus-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMemberus-gaap:MoneyMarketFundsMember2021-03-310000792987us-gaap:MutualFundMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberus-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember2021-03-310000792987us-gaap:FairValueInputsLevel2Memberus-gaap:MutualFundMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember2021-03-310000792987us-gaap:MutualFundMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember2021-03-310000792987us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PreferredStockMemberus-gaap:FairValueInputsLevel1Member2021-03-310000792987us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:PreferredStockMember2021-03-310000792987us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PreferredStockMember2021-03-310000792987us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberus-gaap:MoneyMarketFundsMember2021-03-310000792987us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2021-03-310000792987us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2021-03-310000792987us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberus-gaap:CorporateDebtSecuritiesMember2021-03-310000792987us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMember2021-03-310000792987us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMember2021-03-310000792987us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MunicipalBondsMemberus-gaap:FairValueInputsLevel1Member2021-03-310000792987us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:MunicipalBondsMember2021-03-310000792987us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MunicipalBondsMember2021-03-310000792987us-gaap:VariableRateDemandObligationMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2021-03-310000792987us-gaap:FairValueInputsLevel2Memberus-gaap:VariableRateDemandObligationMemberus-gaap:FairValueMeasurementsRecurringMember2021-03-310000792987us-gaap:VariableRateDemandObligationMemberus-gaap:FairValueMeasurementsRecurringMember2021-03-310000792987us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2021-03-310000792987us-gaap:FairValueInputsLevel2Memberus-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2021-03-310000792987us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2021-03-310000792987us-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2021-03-310000792987us-gaap:FairValueInputsLevel2Memberus-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2021-03-310000792987us-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2021-03-310000792987us-gaap:OtherDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2021-03-310000792987us-gaap:FairValueInputsLevel2Memberus-gaap:OtherDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2021-03-310000792987us-gaap:OtherDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2021-03-310000792987us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2021-03-310000792987us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2021-03-310000792987us-gaap:FairValueMeasurementsRecurringMember2021-03-310000792987us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberus-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMemberus-gaap:MoneyMarketFundsMember2020-12-310000792987us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMemberus-gaap:MoneyMarketFundsMember2020-12-310000792987us-gaap:FairValueMeasurementsRecurringMemberus-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMemberus-gaap:MoneyMarketFundsMember2020-12-310000792987us-gaap:MutualFundMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberus-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember2020-12-310000792987us-gaap:FairValueInputsLevel2Memberus-gaap:MutualFundMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember2020-12-310000792987us-gaap:MutualFundMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember2020-12-310000792987us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PreferredStockMemberus-gaap:FairValueInputsLevel1Member2020-12-310000792987us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:PreferredStockMember2020-12-310000792987us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PreferredStockMember2020-12-310000792987us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberus-gaap:MoneyMarketFundsMember2020-12-310000792987us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2020-12-310000792987us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2020-12-310000792987us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberus-gaap:CorporateDebtSecuritiesMember2020-12-310000792987us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMember2020-12-310000792987us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMember2020-12-310000792987us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MunicipalBondsMemberus-gaap:FairValueInputsLevel1Member2020-12-310000792987us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:MunicipalBondsMember2020-12-310000792987us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MunicipalBondsMember2020-12-310000792987us-gaap:VariableRateDemandObligationMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2020-12-310000792987us-gaap:FairValueInputsLevel2Memberus-gaap:VariableRateDemandObligationMemberus-gaap:FairValueMeasurementsRecurringMember2020-12-310000792987us-gaap:VariableRateDemandObligationMemberus-gaap:FairValueMeasurementsRecurringMember2020-12-310000792987us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2020-12-310000792987us-gaap:FairValueInputsLevel2Memberus-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2020-12-310000792987us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2020-12-310000792987us-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2020-12-310000792987us-gaap:FairValueInputsLevel2Memberus-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2020-12-310000792987us-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2020-12-310000792987us-gaap:OtherDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2020-12-310000792987us-gaap:FairValueInputsLevel2Memberus-gaap:OtherDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2020-12-310000792987us-gaap:OtherDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2020-12-310000792987us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2020-12-310000792987us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310000792987us-gaap:FairValueMeasurementsRecurringMember2020-12-310000792987srt:MinimumMember2021-01-012021-03-310000792987srt:MaximumMember2021-01-012021-03-31xbrli:pure00007929872017-01-012017-12-3100007929872020-01-012020-12-310000792987us-gaap:RevolvingCreditFacilityMember2021-03-310000792987aste:LetterOfCreditLenderMember2021-03-310000792987aste:AstecBrazilMember2021-03-310000792987us-gaap:LetterOfCreditMember2021-03-310000792987us-gaap:PerformanceGuaranteeMember2021-03-310000792987srt:MaximumMember2021-03-310000792987us-gaap:PendingLitigationMember2018-08-162018-08-160000792987us-gaap:SubsequentEventMember2021-04-270000792987us-gaap:RestrictedStockUnitsRSUMember2021-01-012021-03-310000792987us-gaap:RestrictedStockUnitsRSUMember2020-01-012020-03-310000792987country:USaste:InfrastructureGroupMemberaste:EquipmentSalesMember2021-01-012021-03-310000792987country:USaste:MaterialSolutionsMemberaste:EquipmentSalesMember2021-01-012021-03-310000792987country:USaste:EquipmentSalesMember2021-01-012021-03-310000792987country:USaste:PartsAndComponentSalesMemberaste:InfrastructureGroupMember2021-01-012021-03-310000792987country:USaste:PartsAndComponentSalesMemberaste:MaterialSolutionsMember2021-01-012021-03-310000792987country:USaste:PartsAndComponentSalesMember2021-01-012021-03-310000792987aste:ServiceAndEquipmentInstallationRevenueMembercountry:USaste:InfrastructureGroupMember2021-01-012021-03-310000792987aste:ServiceAndEquipmentInstallationRevenueMembercountry:USaste:MaterialSolutionsMember2021-01-012021-03-310000792987aste:ServiceAndEquipmentInstallationRevenueMembercountry:US2021-01-012021-03-310000792987country:USaste:InfrastructureGroupMemberaste:UsedEquipmentSalesMember2021-01-012021-03-310000792987country:USaste:MaterialSolutionsMemberaste:UsedEquipmentSalesMember2021-01-012021-03-310000792987country:USaste:UsedEquipmentSalesMember2021-01-012021-03-310000792987country:USaste:InfrastructureGroupMemberus-gaap:CargoAndFreightMember2021-01-012021-03-310000792987country:USus-gaap:CargoAndFreightMemberaste:MaterialSolutionsMember2021-01-012021-03-310000792987country:USus-gaap:CargoAndFreightMember2021-01-012021-03-310000792987aste:OtherRevenuesMembercountry:USaste:InfrastructureGroupMember2021-01-012021-03-310000792987aste:OtherRevenuesMembercountry:USaste:MaterialSolutionsMember2021-01-012021-03-310000792987aste:OtherRevenuesMembercountry:US2021-01-012021-03-310000792987country:USaste:InfrastructureGroupMember2021-01-012021-03-310000792987country:USaste:MaterialSolutionsMember2021-01-012021-03-310000792987country:US2021-01-012021-03-310000792987us-gaap:NonUsMemberaste:InfrastructureGroupMemberaste:EquipmentSalesMember2021-01-012021-03-310000792987us-gaap:NonUsMemberaste:MaterialSolutionsMemberaste:EquipmentSalesMember2021-01-012021-03-310000792987us-gaap:NonUsMemberaste:EquipmentSalesMember2021-01-012021-03-310000792987us-gaap:NonUsMemberaste:PartsAndComponentSalesMemberaste:InfrastructureGroupMember2021-01-012021-03-310000792987us-gaap:NonUsMemberaste:PartsAndComponentSalesMemberaste:MaterialSolutionsMember2021-01-012021-03-310000792987us-gaap:NonUsMemberaste:PartsAndComponentSalesMember2021-01-012021-03-310000792987us-gaap:NonUsMemberaste:ServiceAndEquipmentInstallationRevenueMemberaste:InfrastructureGroupMember2021-01-012021-03-310000792987us-gaap:NonUsMemberaste:ServiceAndEquipmentInstallationRevenueMemberaste:MaterialSolutionsMember2021-01-012021-03-310000792987us-gaap:NonUsMemberaste:ServiceAndEquipmentInstallationRevenueMember2021-01-012021-03-310000792987us-gaap:NonUsMemberaste:InfrastructureGroupMemberaste:UsedEquipmentSalesMember2021-01-012021-03-310000792987us-gaap:NonUsMemberaste:MaterialSolutionsMemberaste:UsedEquipmentSalesMember2021-01-012021-03-310000792987us-gaap:NonUsMemberaste:UsedEquipmentSalesMember2021-01-012021-03-310000792987us-gaap:NonUsMemberaste:InfrastructureGroupMemberus-gaap:CargoAndFreightMember2021-01-012021-03-310000792987us-gaap:NonUsMemberus-gaap:CargoAndFreightMemberaste:MaterialSolutionsMember2021-01-012021-03-310000792987us-gaap:NonUsMemberus-gaap:CargoAndFreightMember2021-01-012021-03-310000792987aste:OtherRevenuesMemberus-gaap:NonUsMemberaste:InfrastructureGroupMember2021-01-012021-03-310000792987aste:OtherRevenuesMemberus-gaap:NonUsMemberaste:MaterialSolutionsMember2021-01-012021-03-310000792987aste:OtherRevenuesMemberus-gaap:NonUsMember2021-01-012021-03-310000792987us-gaap:NonUsMemberaste:InfrastructureGroupMember2021-01-012021-03-310000792987us-gaap:NonUsMemberaste:MaterialSolutionsMember2021-01-012021-03-310000792987us-gaap:NonUsMember2021-01-012021-03-310000792987aste:InfrastructureGroupMember2021-01-012021-03-310000792987aste:MaterialSolutionsMember2021-01-012021-03-310000792987country:USaste:InfrastructureGroupMemberaste:EquipmentSalesMember2020-01-012020-03-310000792987country:USaste:MaterialSolutionsMemberaste:EquipmentSalesMember2020-01-012020-03-310000792987country:USaste:EquipmentSalesMember2020-01-012020-03-310000792987country:USaste:PartsAndComponentSalesMemberaste:InfrastructureGroupMember2020-01-012020-03-310000792987country:USaste:PartsAndComponentSalesMemberaste:MaterialSolutionsMember2020-01-012020-03-310000792987country:USaste:PartsAndComponentSalesMember2020-01-012020-03-310000792987aste:ServiceAndEquipmentInstallationRevenueMembercountry:USaste:InfrastructureGroupMember2020-01-012020-03-310000792987aste:ServiceAndEquipmentInstallationRevenueMembercountry:USaste:MaterialSolutionsMember2020-01-012020-03-310000792987aste:ServiceAndEquipmentInstallationRevenueMembercountry:US2020-01-012020-03-310000792987country:USaste:InfrastructureGroupMemberaste:UsedEquipmentSalesMember2020-01-012020-03-310000792987country:USaste:MaterialSolutionsMemberaste:UsedEquipmentSalesMember2020-01-012020-03-310000792987country:USaste:UsedEquipmentSalesMember2020-01-012020-03-310000792987country:USaste:InfrastructureGroupMemberus-gaap:CargoAndFreightMember2020-01-012020-03-310000792987country:USus-gaap:CargoAndFreightMemberaste:MaterialSolutionsMember2020-01-012020-03-310000792987country:USus-gaap:CargoAndFreightMember2020-01-012020-03-310000792987aste:OtherRevenuesMembercountry:USaste:InfrastructureGroupMember2020-01-012020-03-310000792987aste:OtherRevenuesMembercountry:USaste:MaterialSolutionsMember2020-01-012020-03-310000792987aste:OtherRevenuesMembercountry:US2020-01-012020-03-310000792987country:USaste:InfrastructureGroupMember2020-01-012020-03-310000792987country:USaste:MaterialSolutionsMember2020-01-012020-03-310000792987country:US2020-01-012020-03-310000792987us-gaap:NonUsMemberaste:InfrastructureGroupMemberaste:EquipmentSalesMember2020-01-012020-03-310000792987us-gaap:NonUsMemberaste:MaterialSolutionsMemberaste:EquipmentSalesMember2020-01-012020-03-310000792987us-gaap:NonUsMemberaste:EquipmentSalesMember2020-04-012020-06-300000792987us-gaap:NonUsMemberaste:EquipmentSalesMember2020-01-012020-03-310000792987us-gaap:NonUsMemberaste:PartsAndComponentSalesMemberaste:InfrastructureGroupMember2020-01-012020-03-310000792987us-gaap:NonUsMemberaste:PartsAndComponentSalesMemberaste:MaterialSolutionsMember2020-01-012020-03-310000792987us-gaap:NonUsMemberaste:PartsAndComponentSalesMember2020-01-012020-03-310000792987us-gaap:NonUsMemberaste:PartsAndComponentSalesMember2020-04-012020-06-300000792987us-gaap:NonUsMemberaste:ServiceAndEquipmentInstallationRevenueMemberaste:InfrastructureGroupMember2020-01-012020-03-310000792987us-gaap:NonUsMemberaste:ServiceAndEquipmentInstallationRevenueMemberaste:MaterialSolutionsMember2020-01-012020-03-310000792987us-gaap:NonUsMemberaste:ServiceAndEquipmentInstallationRevenueMember2020-04-012020-06-300000792987us-gaap:NonUsMemberaste:ServiceAndEquipmentInstallationRevenueMember2020-01-012020-03-310000792987us-gaap:NonUsMemberaste:InfrastructureGroupMemberaste:UsedEquipmentSalesMember2020-01-012020-03-310000792987us-gaap:NonUsMemberaste:MaterialSolutionsMemberaste:UsedEquipmentSalesMember2020-01-012020-03-310000792987us-gaap:NonUsMemberaste:UsedEquipmentSalesMember2020-01-012020-03-310000792987us-gaap:NonUsMemberaste:UsedEquipmentSalesMember2020-04-012020-06-300000792987us-gaap:NonUsMemberaste:InfrastructureGroupMemberus-gaap:CargoAndFreightMember2020-01-012020-03-310000792987us-gaap:NonUsMemberus-gaap:CargoAndFreightMemberaste:MaterialSolutionsMember2020-01-012020-03-310000792987us-gaap:NonUsMemberus-gaap:CargoAndFreightMember2020-01-012020-03-310000792987us-gaap:NonUsMemberus-gaap:CargoAndFreightMember2020-04-012020-06-300000792987aste:OtherRevenuesMemberus-gaap:NonUsMemberaste:InfrastructureGroupMember2020-01-012020-03-310000792987aste:OtherRevenuesMemberus-gaap:NonUsMemberaste:MaterialSolutionsMember2020-01-012020-03-310000792987aste:OtherRevenuesMemberus-gaap:NonUsMember2020-04-012020-06-300000792987aste:OtherRevenuesMemberus-gaap:NonUsMember2020-01-012020-03-310000792987us-gaap:NonUsMemberaste:InfrastructureGroupMember2020-01-012020-03-310000792987us-gaap:NonUsMemberaste:InfrastructureGroupMember2020-04-012020-06-300000792987us-gaap:NonUsMemberaste:MaterialSolutionsMember2020-01-012020-03-310000792987us-gaap:NonUsMemberaste:MaterialSolutionsMember2020-04-012020-06-300000792987us-gaap:NonUsMember2020-01-012020-03-310000792987us-gaap:NonUsMember2020-04-012020-06-300000792987aste:InfrastructureGroupMember2020-01-012020-03-310000792987aste:MaterialSolutionsMember2020-01-012020-03-3100007929872020-04-012020-06-300000792987country:CA2021-01-012021-03-310000792987country:CA2020-01-012020-03-310000792987srt:AfricaMember2021-01-012021-03-310000792987srt:AfricaMember2020-01-012020-03-310000792987country:AU2021-01-012021-03-310000792987country:AU2020-01-012020-03-310000792987srt:SouthAmericaMember2021-01-012021-03-310000792987srt:SouthAmericaMember2020-01-012020-03-310000792987srt:EuropeMember2021-01-012021-03-310000792987srt:EuropeMember2020-01-012020-03-310000792987srt:CentralAmericaMember2021-01-012021-03-310000792987srt:CentralAmericaMember2020-01-012020-03-310000792987aste:OthersMember2021-01-012021-03-310000792987aste:OthersMember2020-01-012020-03-310000792987aste:ForeignMember2021-01-012021-03-310000792987aste:ForeignMember2020-01-012020-03-310000792987aste:ExtendedWarrantyRevenueMember2021-03-310000792987aste:ExtendedWarrantyRevenueMember2020-12-31aste:business0000792987us-gaap:OperatingSegmentsMemberaste:InfrastructureGroupMember2021-01-012021-03-310000792987us-gaap:OperatingSegmentsMemberaste:MaterialSolutionsMember2021-01-012021-03-310000792987us-gaap:CorporateMemberus-gaap:OperatingSegmentsMember2021-01-012021-03-310000792987us-gaap:OperatingSegmentsMember2021-01-012021-03-310000792987us-gaap:IntersegmentEliminationMemberaste:InfrastructureGroupMember2021-01-012021-03-310000792987us-gaap:IntersegmentEliminationMemberaste:MaterialSolutionsMember2021-01-012021-03-310000792987us-gaap:IntersegmentEliminationMemberus-gaap:CorporateMember2021-01-012021-03-310000792987us-gaap:IntersegmentEliminationMember2021-01-012021-03-310000792987us-gaap:OperatingSegmentsMemberaste:InfrastructureGroupMember2020-01-012020-03-310000792987us-gaap:OperatingSegmentsMemberaste:MaterialSolutionsMember2020-01-012020-03-310000792987us-gaap:CorporateMember2020-01-012020-03-310000792987us-gaap:OperatingSegmentsMember2020-01-012020-03-310000792987us-gaap:IntersegmentEliminationMemberaste:InfrastructureGroupMember2020-01-012020-03-310000792987us-gaap:IntersegmentEliminationMemberaste:MaterialSolutionsMember2020-01-012020-03-310000792987us-gaap:IntersegmentEliminationMemberus-gaap:CorporateMember2020-01-012020-03-310000792987us-gaap:IntersegmentEliminationMember2020-01-012020-03-310000792987us-gaap:CorporateNonSegmentMember2021-01-012021-03-310000792987us-gaap:CorporateNonSegmentMember2020-01-012020-03-310000792987aste:AlbuquerqueExitPlanMemberus-gaap:FacilityClosingMember2021-01-012021-03-310000792987aste:AlbuquerqueExitPlanMemberus-gaap:FacilityClosingMember2020-01-012020-03-310000792987aste:MequonExitPlanMemberus-gaap:FacilityClosingMember2021-01-012021-03-310000792987aste:MequonExitPlanMemberus-gaap:FacilityClosingMember2020-01-012020-03-310000792987aste:EnidExitPlanMemberus-gaap:FacilityClosingMember2021-01-012021-03-310000792987aste:EnidExitPlanMemberus-gaap:FacilityClosingMember2020-01-012020-03-310000792987aste:TacomaExitPlanMemberus-gaap:FacilityClosingMember2021-01-012021-03-310000792987aste:TacomaExitPlanMemberus-gaap:FacilityClosingMember2020-01-012020-03-310000792987aste:EnidExitPlanMemberaste:AstecMobileMachineryGmbHMemberus-gaap:FacilityClosingMember2020-12-31
INDEX
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2021
or
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number: 001-11595

Astec Industries, Inc.
(Exact name of registrant as specified in its charter)
Tennessee 62-0873631
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
1725 Shepherd Road
Chattanooga, TN
37421
(Address of principal executive offices) (Zip Code)
(423) 899-5898
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock ASTE The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. Yes  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer Accelerated Filer
Non-accelerated filer Smaller Reporting Company
Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No

As of May 3, 2021, there were 22,730,943 shares of Common Stock outstanding.


INDEX
ASTEC INDUSTRIES, INC.
Index to Quarterly Report on Form 10-Q
For the Quarter Ended March 31, 2021

  Page
1
18
24
24
25
25
25
25
25
25
26


INDEX
PART I ‑ FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)
ASTEC INDUSTRIES, INC.
Consolidated Balance Sheets
(In millions, except share and per share data, unaudited)

March 31, 2021 December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents $ 164.6  $ 158.6 
Investments 7.0  4.3 
Trade receivables and contract assets, net of allowance for credit losses of $2.3 and $1.7, respectively
141.2  115.9 
Other receivables 5.0  4.7 
Inventories 244.2  249.7 
Prepaid and refundable income taxes 8.3  8.8 
Prepaid expenses and other assets 16.6  17.5 
Assets held for sale 5.1  6.3 
Total current assets 592.0  565.8 
Property and equipment, net of accumulated depreciation of $240.5 and $237.6, respectively
169.6  172.8 
Investments 12.6  13.7 
Goodwill 38.9  38.7 
Intangible assets, net of accumulated amortization of $30.9 and $31.3, respectively
29.1  31.2 
Deferred income tax assets 14.5  15.0 
Other long-term assets 11.6  11.0 
Total assets $ 868.3  $ 848.2 
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt $ 0.2  $ 0.2 
Short-term debt 1.2  1.4 
Accounts payable 68.1  52.7 
Customer deposits 33.3  34.2 
Accrued product warranty 10.9  10.3 
Accrued payroll and related liabilities 23.3  20.8 
Accrued loss reserves 2.4  3.0 
Other current liabilities 45.7  47.7 
Total current liabilities 185.1  170.3 
Long-term debt 0.3  0.4 
Deferred income tax liabilities 0.4  0.5 
Other long-term liabilities 35.5  34.0 
Total liabilities 221.3  205.2 
Commitments and contingencies (Note 8)
Shareholders' equity:
Preferred stock - authorized 4,000,000 shares of $1.00 par value; none issued
—  — 
Common stock – authorized 40,000,000 shares of $0.20 par value; issued and outstanding – 22,715,517 as of March 31, 2021 and 22,611,976 as of December 31, 2020
4.5  4.5 
Additional paid-in capital 126.3  127.8 
Accumulated other comprehensive loss (34.2) (33.5)
Company stock held by SERP, at cost (1.4) (1.5)
Retained earnings 551.4  545.2 
Shareholders’ equity 646.6  642.5 
Noncontrolling interest 0.4  0.5 
Total equity 647.0  643.0 
Total liabilities and equity $ 868.3  $ 848.2 

The accompanying notes are an integral part of these unaudited consolidated financial statements.
1

INDEX
ASTEC INDUSTRIES, INC.
Consolidated Statements of Operations
(In millions, except share and per share data, unaudited)

Three Months Ended March 31,
2021 2020
Net sales $ 284.4  $ 288.8 
Cost of sales 215.9  215.4 
Gross profit 68.5  73.4 
Selling, general and administrative expenses 51.7  49.7 
Research and development expenses 6.3  6.5 
Restructuring, impairment and other asset charges, net 0.7  2.1 
Income from operations 9.8  15.1 
Other income:
Interest expense (0.2) — 
Interest income 0.1  0.2 
Other expense (0.1) — 
Income from operations before income taxes 9.6  15.3 
Income tax provision (benefit) 0.9  (5.1)
Net income 8.7  20.4 
Net loss attributable to noncontrolling interest —  0.2 
Net income attributable to controlling interest $ 8.7  $ 20.6 
Per share data:
Earnings per common share - Basic $ 0.38  $ 0.91 
Earnings per common share - Diluted $ 0.38  $ 0.91 
Weighted average shares outstanding - Basic 22,633,457  22,544,999 
Weighted average shares outstanding - Diluted 22,874,810  22,713,136 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
2

INDEX
ASTEC INDUSTRIES, INC.
Consolidated Statements of Comprehensive Income (Loss)
(In millions, unaudited)

Three Months Ended March 31,
2021 2020
Net income $ 8.7  $ 20.4 
Other comprehensive loss:
Foreign currency translation adjustments (0.8) (9.2)
Other comprehensive loss (0.8) (9.2)
Comprehensive income 7.9  11.2 
Comprehensive (income) loss attributable to noncontrolling interest (0.1) 0.2 
Comprehensive income attributable to controlling interest $ 7.8  $ 11.4 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
3

INDEX
ASTEC INDUSTRIES, INC.
Consolidated Statements of Cash Flows
(In millions, unaudited)
Three Months Ended March 31,
2021 2020
Cash flows from operating activities:
Net income $ 8.7  $ 20.4 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 5.0  5.2 
Amortization 2.6  1.1 
Provision for credit losses 0.3  0.6 
Provision for warranties 2.7  2.7 
Deferred compensation expense (benefit) 0.7  (0.3)
Share-based compensation 1.4  1.1 
Deferred tax provision 0.8  13.5 
Gain on disposition of property and equipment (0.1) (0.6)
Asset impairment charges —  1.6 
Distributions to SERP participants (0.3) (0.1)
Change in operating assets and liabilities, excluding the effects of acquisitions:
Purchase of trading securities, net (1.4) (0.4)
Receivables and other contract assets (26.4) (16.6)
Inventories 5.0  (0.3)
Prepaid expenses 0.7  3.3 
Other assets (1.2) (0.8)
Accounts payable 15.8  7.8 
Accrued loss reserves 0.1  — 
Accrued payroll and related expenses 2.6  (4.6)
Other accrued liabilities (0.3) (0.7)
Accrued product warranty (2.1) (2.1)
Customer deposits (0.9) (5.2)
Income taxes payable/prepaid 0.9  (18.5)
Other —  (1.7)
Net cash provided by operating activities 14.6  5.4 
Cash flows from investing activities:
Acquisitions, net of cash acquired 0.1  — 
Overpayment returned on prior sale of subsidiary (1.1) — 
Expenditures for property and equipment (3.3) (5.8)
Proceeds from sale of property and equipment 1.4  1.9 
Purchase of investments, net (0.1) (0.2)
Net cash used by investing activities (3.0) (4.1)

(Continued)
4

INDEX
ASTEC INDUSTRIES, INC.
Consolidated Statements of Cash Flows (Continued)
(In millions, unaudited)
Three Months Ended March 31,
2021 2020
Cash flows from financing activities:
Payment of dividends (2.5) (2.5)
Borrowings under bank loans 2.0  — 
Repayment of bank loans (2.3) (0.7)
Sale of Company stock by SERP, net 0.2  — 
Withholding tax paid upon vesting of share-based compensation awards (3.0) (0.5)
Net cash used by financing activities (5.6) (3.7)
Effect of exchange rates on cash —  (2.6)
Increase (decrease) in cash and cash equivalents 6.0  (5.0)
Cash and cash equivalents, beginning of period 158.6  48.9 
Cash and cash equivalents, end of period $ 164.6  $ 43.9 
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of capitalized interest $ 0.1  $ 0.1 
Income taxes paid $ 0.2  $ — 
Supplemental disclosures of non-cash items
Non-cash investing activities:
Capital expenditures in accounts payable $ 0.2  $ 1.1 
Non-cash financing activities:
Additions to right-of-use assets and lease liabilities $ 0.5  $ 0.4 
Liability award converted to equity $ —  $ 0.8 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
5

INDEX
ASTEC INDUSTRIES, INC.
Consolidated Statements of Equity
(In millions, unaudited)

Common
Stock
Common
Stock
Amount
Additional
Paid-in-
Capital
Accumulated Other Comprehensive Loss Company Shares Held by SERP Retained
Earnings
Non-controlling
Interest
Total
Equity
Balance, December 31, 2020 22,611,976  $ 4.5  $ 127.8  $ (33.5) $ (1.5) $ 545.2  $ 0.5  $ 643.0 
Net income —  —  —  —  —  8.7  —  8.7 
Other comprehensive loss —  —  —  (0.7) —  —  (0.1) (0.8)
Dividends ($0.11 per share)
—  —  —  —  —  (2.5) —  (2.5)
Share-based compensation —  —  1.4  —  —  —  —  1.4 
Issuance of common stock under incentive plan 103,541  —  —  —  —  —  —  — 
Withholding tax paid upon equity award vesting —  —  (3.0) —  —  —  —  (3.0)
SERP transactions, net —  —  0.1  —  0.1  —  —  0.2 
Balance, March 31, 2021 22,715,517  $ 4.5  $ 126.3  $ (34.2) $ (1.4) $ 551.4  $ 0.4  $ 647.0 

Common
Stock
Common
Stock
Amount
Additional
Paid-in-
Capital
Accumulated Other Comprehensive Loss Company Shares Held by SERP Retained
Earnings
Non-controlling
Interest
Total
Equity
Balance, December 31, 2019 22,551,183  $ 4.5  $ 122.6  $ (31.8) $ (1.7) $ 508.3  $ 0.5  $ 602.4 
Net income —  —  —  —  —  20.6  (0.2) 20.4 
Other comprehensive loss —  —  —  (9.2) —  —  —  (9.2)
Dividends ($0.11 per share)
—  —  —  —  —  (2.5) —  (2.5)
Share-based compensation —  —  1.1  —  —  —  —  1.1 
Conversion of liability awards to equity —  —  0.8  —  —  —  —  0.8 
Issuance of common stock under incentive plan 32,663  —  —  —  —  —  —  — 
Withholding tax paid upon equity award vesting —  —  (0.5) —  —  —  —  (0.5)
Balance, March 31, 2020 22,583,846  $ 4.5  $ 124.0  $ (41.0) $ (1.7) $ 526.4  $ 0.3  $ 612.5 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
6

INDEX
ASTEC INDUSTRIES, INC.
Notes To Unaudited Consolidated Financial Statements

Note 1. Basis of Presentation and Significant Accounting Policies

Description of Business

Astec Industries, Inc. ("Astec" or the "Company") is a Tennessee corporation which was incorporated in 1972. The Company designs, engineers, manufactures and markets equipment and components used primarily in road building and related construction activities, as well as other products discussed below. The Company's products are used in each phase of road building, from quarrying and crushing the aggregate to application of the road surface. The Company also manufactures certain equipment and components unrelated to road construction, including equipment for the mining, quarrying, construction and demolition industries and port and rail yard operators; industrial heat transfer equipment; commercial whole-tree pulpwood chippers; horizontal grinders; blower trucks; concrete plants; commercial and industrial burners; and combustion control systems.

The Company operates in two reportable segments (plus Corporate) - Infrastructure Solutions and Materials Solutions. The Company's two reportable business segments comprise sites based upon the nature of the products or services produced, the type of customer for the products, the similarity of economic characteristics, the manner in which management reviews results and the nature of the production process, among other considerations.

The Corporate category consists primarily of the parent company and Astec Insurance Company ("Astec Insurance" or the "captive"), a captive insurance company, which do not meet the requirements for separate disclosure as an operating segment or inclusion in one of the other reporting segments. Management evaluates performance and allocates resources to the operating segments based on profit or loss from operations before United States ("U.S.") federal income taxes, state deferred taxes and corporate overhead and, thus, these costs are included in the Corporate category.

Basis of Presentation

The accompanying unaudited consolidated financial statements include the accounts of Astec and its subsidiaries and have been prepared by the Company, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). The Company prepares its financial statements in accordance with accounting principles generally accepted in the U.S. ("U.S. GAAP"). Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the SEC rules and regulations governing interim financial statements. However, the Company believes that the disclosures made in the unaudited consolidated financial statements and related notes are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020. All intercompany balances and transactions between the Company and its affiliates have been eliminated in consolidation.

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant items subject to such estimates and assumptions include inventory obsolescence costs, warranty costs, inventory net realizable value, self-insurance loss reserves, employee benefit programs and the measurement of income tax assets and liabilities. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. The COVID-19 pandemic has resulted in uncertainties in the Company’s business, which may result in actual results differing from those estimates. As a result, our accounting estimates and assumptions may change over time in response to COVID-19. Such changes could result in future impairments of goodwill, intangibles, long-lived assets and investment securities and incremental credit losses on receivables, among other issues. On an ongoing basis, the Company evaluates these assumptions, judgments and estimates. Actual results may differ from these estimates.

In the opinion of management, the consolidated financial statements contain all adjustments necessary for a fair statement of the results of operations and comprehensive income (loss) for the three months ended March 31, 2021 and 2020, the financial position as of March 31, 2021 and December 31, 2020 and the cash flows for the three months ended March 31, 2021 and 2020, and except as otherwise discussed herein, such adjustments consist only of those of a normal recurring nature. The interim results are not necessarily indicative of results that may be achieved in a full reporting year.

All dollar amounts, except share and per share amounts, are in millions of dollars unless otherwise indicated.

Reclassifications and Adjustments

Certain reclassifications in amounts previously reported have been made to conform to current presentation including the reclassification of $0.6 million net gain on sale of fixed assets from "Cost of sales" to "Restructuring, impairment and other asset charges, net" for the three months ended March 31, 2020.
7


In addition, the Company recorded a $1.5 million out-of-period expense during the first quarter of 2021 in "Selling, general and administrative expenses" for certain vendor hosted software licensing fees for contract costs incurred in the fourth quarter of 2020.

Recently Adopted Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update 2019-12, "Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes", which eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The Company adopted this new standard effective January 1, 2021. The adoption of this standard had an immaterial impact on the Company's financial position, results of operations or cash flows.

Recent accounting guidance not discussed above is not applicable, did not have, or is not expected to have a material impact on the Company.

Note 2. Acquisitions

CON-E-CO Acquisition - The Company entered into a Stock Purchase Agreement, dated as of July 20, 2020, by and between Oshkosh Corporation for the purchase of the CON-E-CO concrete equipment company in Nebraska. The purchase price was $13.8 million, after adjustments, and was paid in cash. The Company's preliminary allocation of the purchase price, net of the working capital adjustment in the first quarter of 2021 discussed below, resulted in the recognition of $4.3 million of intangible assets primarily consisting of customer relationships (8 year life) and trade name (3 year life). Significant inputs and assumptions used in determining the fair values of these intangible assets include management's forecasts of future revenues, earnings and cash flows, a discount rate based on the median weighted average cost of capital of the Company and select market competitors, and proportion of intangible assets acquired in relation to tangible assets. The acquisition provides the Company with a broader line of concrete batch plant manufacturing, which will strengthen the Infrastructure Solutions segment. Results of operations have been consolidated from the date of acquisition.

The fair value of the net assets acquired were based on a preliminary valuation and the estimates are subject to change within the measurement period. In the first quarter of 2021, the Company recorded a $0.4 million adjustment related to a refined valuation of deferred tax liabilities, which was offset in intangible assets. The following table summarizes the preliminary allocations of the total purchase price, net of the working capital adjustment:

(in millions) Amount
Accounts receivable $ 2.3 
Inventories 8.1 
Other assets 6.6 
Intangible assets 4.3 
Total assets acquired $ 21.3 
Accounts payable and other (4.7)
Advance customer deposits (2.8)
Total liabilities assumed (7.5)
Total purchase price $ 13.8 

BMH Systems Acquisition - The Company entered into a Share Purchase Agreement, dated as of August 3, 2020, by and between BMH Systems Corporation ("St. Bruno") for the purchase of the concrete equipment company in Quebec, Canada. The purchase price was $15.6 million, after adjustments, and was paid in cash. The Company's preliminary allocation of the purchase price resulted in the recognition of $6.3 million of goodwill and $5.7 million of other intangible assets primarily consisting of customer relationships (9 year life) and of trade name (15 year life). Significant inputs and assumptions used in determining the fair values of these intangible assets include management's forecasts of future revenues, earnings and cash flows, a discount rate based on the median weighted average cost of capital of the Company and select market competitors, and proportion of intangible assets acquired in relation to tangible assets. The acquisition provides the Company with a broader line of concrete batch plant manufacturing, which will strengthen the Infrastructure Solutions segment. Results of operations have been consolidated from the date of acquisition. The goodwill is not expected to be deductible for income tax purposes.

8

The fair value of the net assets acquired were based on a preliminary valuation and the estimates are subject to change within the measurement period. In the first quarter of 2021, a working capital adjustment was made that resulted in the decrease of goodwill of $0.1 million. The following table summarizes the preliminary allocations of the total purchase price, net of the working capital adjustment:

(in millions) Amount
Cash $ 1.2 
Accounts receivable and contract assets 6.4 
Inventories 2.0 
Goodwill 6.3 
Other assets 3.8 
Intangible assets 5.7 
Total assets acquired $ 25.4 
Total liabilities assumed (9.8)
Total purchase price $ 15.6 

Proforma financial information is not included since not significant.

Note 3. Inventories

Inventories are valued at the lower of cost (first-in, first-out) or net realizable value, which requires the Company to make specific estimates, assumptions and judgments in determining the amount, if any, of reductions in the valuation of inventories to their net realizable values.

Inventories consist of the following:

(in millions) March 31, 2021 December 31, 2020
Raw materials and parts $ 160.0  $ 154.6 
Work-in-process 54.6  57.3 
Finished goods 26.8  34.0 
Used equipment 2.8  3.8 
Total $ 244.2  $ 249.7 

Note 4. Fair Value Measurements

The Company has various financial instruments that must be measured at fair value on a recurring basis, including marketable debt and equity securities held by Astec Insurance and marketable equity securities held in a non-qualified Supplemental Executive Retirement Plan ("SERP"). Although the SERP investments are allocated to individual participants and investment decisions are made solely by those participants, the SERP is a non-qualified plan. Consequently, the Company owns the assets and the related offsetting liability for disbursement until such time as a participant makes a qualifying withdrawal, which is recorded in "Other long-term liabilities" in the Consolidated Balance Sheets. The Company's subsidiaries also occasionally enter into foreign currency exchange contracts to mitigate exposure to fluctuations in currency exchange rates.

The carrying amount of cash and cash equivalents, trade receivables and contract assets, other receivables, accounts payable, short-term debt and long-term debt approximates their fair value because of their short-term nature and/or interest rates associated with the instruments. Investments are carried at their fair value based on quoted market prices for identical or similar assets or, where no quoted prices exist, other observable inputs for the asset. The fair values of foreign currency exchange contracts are based on quotations from various banks for similar instruments using models with market based inputs.

Financial assets and liabilities are categorized based upon the level of judgment associated with the inputs used to measure their fair
9

value. The inputs used to measure the fair value are identified in the following hierarchy:

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.

As indicated in the tables below, the Company has determined that all of its financial assets and liabilities as of March 31, 2021 and December 31, 2020 are Level 1 and Level 2 in the fair value hierarchy as defined above:

March 31, 2021
(in millions) Level 1 Level 2 Total
Financial assets:
Trading equity securities:
SERP money market fund $ 0.2  $ —  $ 0.2 
SERP mutual funds 5.1  —  5.1 
Preferred stocks 0.3  —  0.3 
Equity funds 3.8  —  3.8 
Trading debt securities:
Corporate bonds 4.0  —  4.0 
Municipal bonds —  0.6  0.6 
Floating rate notes 0.4  —  0.4 
U.S. government securities 1.8  —  1.8 
Asset-backed securities —  1.8  1.8 
Other 0.7  0.9  1.6 
Total financial assets $ 16.3  $ 3.3  $ 19.6 
Financial liabilities:
Derivative financial instruments $ —  $ 0.2  $ 0.2 
SERP liabilities —  8.1  8.1 
Total financial liabilities $ —  $ 8.3  $ 8.3 

December 31, 2020
(in millions) Level 1 Level 2 Total
Financial assets:
Trading equity securities:
SERP money market fund $ 0.2  $ —  $ 0.2 
SERP mutual funds 4.8  —  4.8 
Preferred stocks 0.3  —  0.3 
Equity funds 1.7  —  1.7 
Trading debt securities:
Corporate bonds 4.8  —  4.8 
Municipal bonds —  0.9  0.9 
Floating rate notes 0.4  —  0.4 
U.S. government securities 1.8  —  1.8 
Asset-backed securities —  2.1  2.1 
Other —  1.0  1.0 
Derivative financial instruments —  0.1  0.1 
Total financial assets $ 14.0  $ 4.1  $ 18.1 
Financial liabilities:
Derivative financial instruments $ —  $ 0.5  $ 0.5 
SERP liabilities —  7.3  7.3 
Total financial liabilities $ —  $ 7.8  $ 7.8 
10


Note 5. Product Warranty Reserves

The Company warrants its products against manufacturing defects and performance to specified standards. The warranty period and performance standards vary by market and uses of its products, but generally range from three months to two years or up to a specified number of hours of operation. The Company estimates the costs that may be incurred under its warranties and records a liability at the time product sales are recorded. The product warranty liability is primarily based on historical claim rates, nature of claims and the associated cost.

Changes in the Company's product warranty liability for the three month periods ended March 31, 2021 and 2020 are as follows:

Three Months Ended March 31,
(in millions) 2021 2020
Reserve balance, beginning of the period $ 10.3  $ 10.3 
Warranty liabilities accrued 2.7  2.7 
Warranty liabilities settled (2.1) (2.1)
Other —  (0.2)
Reserve balance, end of the period $ 10.9  $ 10.7 

Note 6. Accrued Loss Reserves

The Company records reserves for losses related to known workers' compensation and general liability claims that have been incurred but not yet paid or are estimated to have been incurred but not yet reported to the Company. The undiscounted reserves are actuarially determined based on the Company's evaluation of the type and severity of individual claims and historical information, primarily its own claims experience, along with assumptions about future events. Changes in assumptions, as well as changes in actual experience, could cause these estimates to change in the future. Total accrued loss reserves were $7.3 million and $7.2 million as of March 31, 2021 and December 31, 2020, respectively, of which $4.9 million and $4.2 million were included in "Other long-term liabilities" in the Consolidated Balance Sheets at March 31, 2021 and December 31, 2020, respectively.
Note 7. Income Taxes

The Company's effective income tax rates were 9.4% and (33.3)% for the three month periods ended March 31, 2021 and 2020, respectively. 

The Company's effective tax rate for the three months ended March 31, 2021 includes the effect of state income taxes, a benefit for federal and state research and development credits, a net benefit for international provisions of U.S. tax reform, and a net discrete benefit from the vesting of employee stock options. The Company's effective tax rate for the three months ended March 31, 2020 includes the effect of state income taxes, a benefit for federal and state research and development credits, a net benefit for international provisions of U.S. tax reform, and various discrete items. Additionally, the tax provision for the three months ended March 31, 2020 includes a net discrete tax benefit resulting from provisions of the Coronavirus Aid, Relief and Economic Security ("CARES") Act enacted on March 27, 2020. Among other provisions, the CARES Act modified the net operating loss ("NOL") carryback provisions, which allowed the Company to carryback its 2018 NOL to prior tax years. This carryback to tax years with a higher statutory rate (35)% resulted in a net discrete tax benefit of $9.5 million in the first quarter of 2020.

The Company's recorded liability for uncertain tax positions was $9.9 million and $9.7 million as of March 31, 2021 and December 31, 2020, respectively. During the next twelve months, the Company does not anticipate a significant change in unrecognized tax benefits due to the expiration of relevant statutes of limitations and federal, state and foreign tax audit resolutions.

Note 8. Commitments and Contingencies

Certain customers have financed purchases of Company products through arrangements with third-party financing institutions in which the Company is contingently liable for customer debt of $2.6 million and $2.9 million at March 31, 2021 and December 31, 2020, respectively. These arrangements expire at various dates through December 2023. Additionally, the Company is also potentially liable for 1.75% of the unpaid balance, determined as of December 31 of the prior year (or approximately $0.4 million for 2021), on certain past customer equipment purchases that were financed by an outside finance company. The agreements provide that the Company will receive the lender's full security interest in the equipment financed if the Company is required to fulfill its contingent liability under these arrangements. The Company has recorded a liability of $1.5 million and $2.0 million related to these guarantees as of March 31, 2021 and December 31, 2020, respectively.

The Company reviews off-balance sheet guarantees individually and at the loss pool level based on one agreement. Prior history is considered in regard to the Company having to perform on any off-balance sheet guarantees, as well as future projections of individual customer credit worthiness including consideration of the implications of COVID-19 in regard to assessing credit losses related to off-balance sheet guarantees.

In addition, the Company is contingently liable under letters of credit issued under its $150.0 million revolving credit facility (the "Credit Facility") totaling $5.5 million as of March 31, 2021, including $1.6 million of letters of credit guaranteeing certain credit facilities of the
11

Company's Brazilian subsidiary. The outstanding letters of credit expire at various dates through June 2023. The maximum potential amount of future payments under letters of credit issued under the Credit Facility for which the Company could be liable is $30.0 million as of March 31, 2021. As of March 31, 2021, the Company's foreign subsidiaries are contingently liable for a total of $3.7 million in letters of credit and bank guarantees securing performance and advance payments. The maximum potential amount of future payments under these letters of credit and bank guarantees for which the Company could be liable is $8.9 million as of March 31, 2021.
The Company's GEFCO subsidiary has been named a defendant in a lawsuit originally filed on August 16, 2018 with an amended complaint filed on January 25, 2019, in the United States District Court for the Western District of Oklahoma. The action is styled VenVer S.A. and Americas Coil Tubing LLP v. GEFCO, Inc., Case No. CIV-18-790-SLP. The complaint alleges breaches of warranty and other similar claims regarding equipment sold by GEFCO in 2013. In addition to seeking a rescission of the purchase contract, the plaintiff is seeking special and consequential damages. The original purchase price of the equipment was approximately $8.5 million. GEFCO disputes the plaintiff's allegations and intends to defend this lawsuit vigorously. On July 7, 2020, the plaintiffs filed a separate lawsuit directly against Astec Industries, Inc. Besides a new claim based on fraudulent transfer, the allegations essentially mirror the GEFCO suit. Astec Industries, Inc. is vigorously defending this suit as well. The Company is unable to determine whether or not a future loss will be incurred due to this litigation or estimate the possible loss or range of loss, if any, at this time.

The Company is currently a party to various claims and legal proceedings that have arisen in the ordinary course of business. If management believes that a loss arising from such claims and legal proceedings is probable and can reasonably be estimated, the Company records the amount of the loss (excluding estimated legal fees) or the minimum estimated liability when the loss is estimated using a range and no point within the range is more probable than another. As management becomes aware of additional information concerning such contingencies, any potential liability related to these matters is assessed and the estimates are revised, if necessary. If management believes that a loss arising from such claims and legal proceedings is either (i) probable but cannot be reasonably estimated or (ii) reasonably estimable but not probable, the Company does not record the amount of the loss, but does make specific disclosure of such matter.

Based upon currently available information and with the advice of counsel, management believes that the ultimate outcome of its current claims and legal proceedings, individually and in the aggregate, will not have a material adverse effect on the Company's financial position, cash flows or results of operations. However, claims and legal proceedings are subject to inherent uncertainties and rulings unfavorable to the Company could occur. If an unfavorable ruling were to occur, there exists the possibility of a material adverse effect on the Company's financial position, cash flows or results of operations.
Note 9. Share-Based Compensation

Prior to its expiration on February 25, 2021, the Company's 2011 Incentive Plan ("2011 Plan") provided for the grant of share-based awards to its employees, officers, directors and consultants. The 2011 Plan authorized the grant of options, share appreciation rights, restricted stock, restricted stock units, deferred stock units, performance awards, dividend equivalents and other share-based and cash awards. Under the 2011 Plan, the Company has outstanding restricted stock units, performance stock units and deferred stock units none of which participate in Company-paid dividends.

On April 27, 2021 ("Plan Effective Date"), the Company's shareholders approved the 2021 Equity Incentive Plan ("2021 Plan"), which provides for a total of 1,280,000 shares to be reserved and available for issuance pursuant to the grant of new awards under the 2021 Plan, less one share for every one share subject to an award granted under the 2011 Plan after December 31, 2020 and prior to the Plan Effective Date. No new awards were granted between December 31, 2020 and the Plan Effective Date. The 2021 Plan authorizes the grant of options, share appreciation rights, restricted stock, restricted stock units, deferred stock units, performance awards, dividend equivalents and other share-based and cash awards. In addition, the 2021 Plan allows for participants to elect to receive vested units on a deferred basis. Awards granted under the 2021 Plan are entitled to dividend equivalents, which are subject to the same forfeiture and transfer restrictions and deferral terms as apply to the award to which they relate. The Company's annual grants of restricted stock units and performance stock units typically awarded in the first quarter of the year were delayed until April 2021 following the shareholder approval of the 2021 Plan.

Each of the above incentive plans are administered by the Company's Compensation Committee of the Board of Directors.

Share-based compensation expense was $1.4 million and $1.1 million for the three months ended March 31, 2021 and 2020, respectively.

12

Note 10. Revenue Recognition

The following tables disaggregate the Company's revenue by major source for the three month periods ended March 31, 2021 and 2020 (excluding intercompany sales):

Three Months Ended March 31, 2021
(in millions) Infrastructure
Solutions
Materials
Solutions
Total
Net Sales-Domestic:
Equipment sales $ 99.2  $ 41.8  $ 141.0 
Parts and component sales 51.9  17.7  69.6 
Service and equipment installation revenue 5.8  0.1  5.9 
Used equipment sales 2.9  —  2.9 
Freight revenue 5.6  1.5  7.1 
Other (0.4) (0.5) (0.9)
Total domestic revenue 165.0  60.6  225.6 
Net Sales-International:
Equipment sales 21.3  12.8  34.1 
Parts and component sales 13.1  7.7  20.8 
Service and equipment installation revenue 1.0  0.5  1.5 
Used equipment sales 0.1  0.8  0.9 
Freight revenue 0.8  0.3  1.1 
Other 0.2  0.2  0.4 
Total international revenue 36.5  22.3  58.8 
Total net sales $ 201.5  $ 82.9  $ 284.4 

Three Months Ended March 31, 2020
(in millions) Infrastructure
Solutions
Materials
Solutions
Total
Net Sales-Domestic:
Equipment sales $ 100.4  $ 41.3  $ 141.7 
Parts and component sales 52.6  18.5  71.1 
Service and equipment installation revenue 6.8  0.4  7.2 
Used equipment sales 7.2  —  7.2 
Freight revenue 6.0  1.3  7.3 
Other (0.2) (0.5) (0.7)
Total domestic revenue 172.8  61.0  233.8 
Net Sales-International:
Equipment sales 19.4  14.4  33.8 
Parts and component sales 8.3  9.3  17.6 
Service and equipment installation revenue 0.9  0.2  1.1 
Used equipment sales 0.6  0.8  1.4 
Freight revenue 0.6  0.3  0.9 
Other —  0.2  0.2 
Total international revenue 29.8  25.2  55.0 
Total net sales $ 202.6  $ 86.2  $ 288.8 
13


Sales into major geographic regions were as follows:

Three Months Ended March 31,
(in millions) 2021 2020
United States $ 225.6  $ 233.8 
Canada 17.3  14.7 
Europe 10.5  9.4 
Australia 8.8  5.8 
Africa 8.3  6.6 
South America 4.5  4.1 
Brazil 4.2  4.7 
Other 5.2  9.7 
Total foreign 58.8  55.0 
Total net sales $ 284.4  $ 288.8 

As of March 31, 2021, the Company had contract assets of $4.3 million and contract liabilities of $8.3 million, including $2.7 million of deferred revenue related to extended warranties. As of December 31, 2020, the Company had contract assets of $4.3 million and contract liabilities of $8.9 million, including $2.9 million of deferred revenue related to extended warranties.

Note 11. Segment Information

The Company has two reportable segments, each of which comprise sites based upon the nature of the products or services produced, the type of customer for the products, the similarity of economic characteristics, the manner in which management reviews results and the nature of the production process, among other considerations. A brief description of each segment is as follows:

Infrastructure Solutions – The Infrastructure Solutions segment comprises 15 sites and designs, engineers, manufactures and markets a complete line of asphalt plants, concrete plants and their related components and ancillary equipment as well as supplying other heavy equipment. The U.S. based sites within the Infrastructure Solutions segment are primarily manufacturing operations while those located internationally market, service and install equipment and provide parts in the regions in which they operate for many of the products produced by all of the Company's manufacturing sites. The primary purchasers of the products produced by this segment are asphalt producers, highway and heavy equipment contractors, ready mix concrete producers, contractors in the construction and demolition recycling markets and domestic and foreign governmental agencies.

Materials Solutions – The Materials Solutions segment comprises 10 sites and designs and manufactures heavy processing equipment, in addition to servicing and supplying parts for the aggregate, metallic mining, recycling, ports and bulk handling markets. The sites within the Materials Solutions segment are primarily manufacturing operations with the AME and India sites functioning to market, service and install equipment and provide parts in the regions in which they operate for many of the products produced by all of the Company's manufacturing sites. Additionally, the Materials Solutions segment offers consulting and engineering services to provide complete "turnkey" processing systems. The principal purchasers of aggregate processing equipment include distributors, highway and heavy equipment contractors, sand and gravel producers, recycle and crushing contractors, open mine operators, quarry operators, port and inland terminal authorities, power stations and foreign and domestic governmental agencies.

Corporate – The Corporate category consists primarily of the parent company and the Company's captive insurance company, Astec Insurance, which do not meet the requirements for separate disclosure as an operating segment or inclusion in one of the other reporting segments. The parent company and the captive insurance company provide support and corporate oversight for all of the sites. The Company evaluates performance and allocates resources to its operating segments based on profit or loss from operations before U.S. federal income taxes, state deferred taxes and corporate overhead and thus these costs are included in the Corporate category.

The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. Intersegment sales and transfers between foreign subsidiaries are valued at prices comparable to those for unrelated parties.

14

Segment Information:

Three Months Ended March 31, 2021
(in millions) Infrastructure
Solutions
Materials
Solutions
Corporate Total
Revenues from external customers $ 201.5  $ 82.9  $ —  $ 284.4 
Intersegment sales 10.1  12.1  —  22.2 
Segment profit (loss) 21.0  6.5  (18.8) 8.7 

Three Months Ended March 31, 2020
(in millions) Infrastructure
Solutions
Materials
Solutions
Corporate Total
Revenues from external customers $ 202.6  $ 86.2  $ —  $ 288.8 
Intersegment sales 5.9  8.3  —  14.2 
Segment profit (loss) 17.2  6.0  (2.9) 20.3 

A reconciliation of total segment profit to the Company's consolidated totals is as follows:

Three Months Ended March 31,
(in millions) 2021 2020
Net income attributable to controlling interest
Total profit for reportable segments $ 27.5  $ 23.2 
Corporate expenses, net (18.8) (2.9)
Net loss attributable to noncontrolling interest —  0.2 
Recapture of intersegment profit —  0.1 
Total consolidated net income attributable to controlling interest $ 8.7  $ 20.6 

Note 12. Restructuring, Impairment and Other Asset Charges, Net

Beginning in 2018, the Company made several strategic decisions to divest of underperforming manufacturing sites or product lines, including to close of certain of its subsidiaries, close and sell its manufacturing sites and relocate the product lines manufactured at each of these sites to other Company locations; exit the oil, gas and water well product lines; and sell certain assets. These actions generally include facility rationalization, asset impairment, workforce reduction and the associated costs of organizational integration activities. In addition, the Company periodically sells or disposes of its assets in the normal course of its business operations as they are no longer needed or used and may incur gains or losses on these disposals. Certain of the costs associated with these decisions are separately identified as restructuring. The Company reports asset impairment charges and gains or losses on the sales of property and equipment collectively, with restructuring charges in "Restructuring, impairment and other asset charges, net" in the Consolidated Statements of Operations. Restructuring and asset impairment charges are presented below:

15

Three Months Ended March 31,
(in millions) 2021 2020
Restructuring charges:
Costs associated with closing Albuquerque $ —  $ 0.3 
Costs associated with closing Mequon 0.4  — 
Costs associated with closing Enid —  0.3 
Costs associated with closing Tacoma 0.4  — 
Workforce reductions at multiple sites —  0.5 
Total restructuring related charges 0.8  1.1 
Asset impairment charges:
Goodwill impairment charges —  1.6 
Total asset impairment charges —  1.6 
Gain on sale of property and equipment, net:
Gain on sale of property and equipment, net (0.1) (0.6)
Total gain of sales of property and equipment, net (0.1) (0.6)
Restructuring, impairment and other asset charges, net $ 0.7  $ 2.1 

Restructuring charges by segment are as follows:

Three Months Ended March 31,
(in millions) 2021 2020
Infrastructure Solutions $ 0.4  $ 1.1 
Materials Solutions 0.4  — 
Total restructuring related charges $ 0.8  $ 1.1 

Impairment charges by segment are as follows:

Three Months Ended March 31,
(in millions) 2021 2020
Infrastructure Solutions $ —  $ 1.6 
Total impairment charges $ —  $ 1.6 

The net gain on sale of property and equipment by segment are as follows:

Three Months Ended March 31,
(in millions) 2021 2020
Infrastructure Solutions $ (0.1) $ (0.6)
Total gain on sale of property and equipment, net $ (0.1) $ (0.6)

Restructuring charges accrued, but not paid, were $1.4 million and $1.1 million as of March 31, 2021 and December 31, 2020, respectively.

On October 21, 2019, the Company announced the closing of its Albuquerque, New Mexico location. The decision to close the site was based in part on market conditions and manufacturing facilities underutilization. The marketing and manufacturing of products previously produced by the site were transferred to other Company facilities. The site was closed as of March 31, 2020.

In late 2019, the oil and gas drilling product lines produced at the Enid, Oklahoma location were impaired and discontinued. The Company incurred $0.3 million in severance related costs in the first quarter of 2020 associated with exiting the oil and gas line of business at Enid. Enid's land and building assets totaling $5.1 million are included in "Assets held for sale" in the Consolidated Balance Sheets at December 31, 2020.

The Company incurred $0.5 million of severance pay associated with workforce reductions at other of the Company's locations in the first quarter of 2020.

During the three months ended March 31, 2020, the Company incurred $1.6 million of goodwill impairment charges due to a full impairment of goodwill associated with its mobile asphalt equipment operations included in the Infrastructure Solutions segment.
16


In June 2020, the Company announced the closing of the Mequon site in order to simplify and consolidate operations. The Mequon facility ceased production operations in August 2020 and incurred $0.4 million of charges in the first quarter of 2021 primarily related to inventory relocation and integration activities.

In October 2020, the Company closed a transaction for the sale of water well assets of the Company's Enid location, which included equipment, inventories and intangible assets. The purchase price for this transaction was approximately $6.9 million, net of purchase price adjustments completed in January 2021 whereby the Company has an obligation to pay the buyer $1.1 million. This obligation is included in "Other current liabilities" in the Consolidated Balance Sheets at December 31, 2020 and was settled in the first quarter of 2021.

In January 2021, the Company announced plans to close the Tacoma facility in order to simplify and consolidate operations. The Tacoma facility is currently expected to cease operations in the fourth quarter of 2021. Manufacturing and marketing of Tacoma product lines are expected to be transferred to other facilities. In conjunction with this action, the Company recorded $0.4 million of restructuring related charges during the first quarter of 2021 primarily associated with severance and retention costs.

Note 13. Earnings Per Common Share

Basic earnings per common share is determined by dividing "Net income attributable to controlling interest" by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per common share includes the dilutive effect of common stock equivalents consisting of restricted stock units, performance stock units and stock held in the Company's supplemental executive retirement plan, using the treasury stock method. Performance stock units, which are considered contingently issuable, are considered dilutive when the related performance criterion has been met.

The following table sets forth a reconciliation of the number of shares used in the computation of basic and diluted earnings per common share:

Three Months Ended March 31,
2021 2020
Denominator:
Denominator for basic earnings per common share 22,633,457  22,544,999 
Effect of dilutive securities 241,353  168,137 
Denominator for diluted earnings per common share 22,874,810  22,713,136 
17

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q, particularly the following discussion and analysis of our results of operations, financial condition and liquidity in this "Management’s Discussion and Analysis of Financial Condition and Results of Operations," contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other things, income, earnings, cash flows, changes in operations, operating improvements, businesses in which we operate and the United States and global economies. Statements in this Quarterly Report on Form 10-Q that are not historical are hereby identified as "forward-looking statements" and may be indicated by words or phrases such as "anticipates," "supports," "plans," "projects," "expects," "believes," "should," "would," "could," "hope," and "forecast," and use of the future tense and similar words or phrases.

These forward-looking statements are based largely on management's expectations, which are subject to a number of known and unknown risks, uncertainties and other factors described under the caption "Item 1A. Risk Factors" in Part II of this Report, elsewhere herein and in other documents filed by the Company with the Securities and Exchange Commission, including Part I, Item 1A. Risk Factor of the Company's Annual Report on Form 10-K for the year ended December 31, 2020, which may cause actual results, financial or otherwise, to be materially different from those anticipated, expressed or implied by the forward-looking statements. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements to reflect future events or circumstances, except as required by law.

The financial condition, results of operations and cash flows discussed in this Management's Discussion and Analysis of Financial Condition and Results of Operations are those of Astec Industries, Inc. and its consolidated subsidiaries, collectively, the "Company," "Astec," "we," "our" or "us." The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2020. The financial position, results of operations, cash flows and other information included herein are not necessarily indicative of the financial position, results of operations and cash flows that may be expected in future periods.

Overview

We design, engineer, manufacture and market equipment and components used primarily in road building and related construction activities, as well as certain other products. Our products are used in each phase of road building, from quarrying and crushing the aggregate to application of the road surface for both asphalt and concrete. We also manufacture certain equipment and components unrelated to road construction, including equipment for the mining, quarrying, construction and demolition industries and port and rail yard operators; industrial heat transfer equipment; commercial whole-tree pulpwood chippers; horizontal grinders; blower trucks; commercial and industrial burners; and combustion control systems.

Our products are marketed both domestically and internationally primarily to asphalt producers; highway and heavy equipment contractors; utility contractors; sand and gravel producers; construction, demolition, recycle and crushing contractors; mine and quarry operators; port and inland terminal authorities; power stations and domestic and foreign government agencies. In addition to equipment sales, we manufacture and sell replacement parts for equipment in each of our product lines and replacement parts for some competitors' equipment. The distribution and sale of replacement parts is an integral part of our business.

See Note 11., "Segment Information," of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further discussion of our reportable segments.

Executive Summary

Highlights of our financial results for the three months ended March 31, 2021 as compared to the same period of the prior year include the following:

Net sales were $284.4 million, a decrease of 1.5%

Gross profit was $68.5 million, a decrease of 6.7%

Income from operations decreased $5.3 million to $9.8 million

Net income attributable to Astec decreased to $8.7 million, or 57.8%

Diluted earnings per share were $0.38, a decrease of 58.2%


18

INDEX
Significant Items Impacting Operations in 2021

COVID-19 Pandemic - Our top priority continues to be protecting our employees and their families, our customers and suppliers and our operations from any adverse impacts by taking precautionary measures as directed by health authorities and local governments. We continually monitor the markets in which we operate for the effects of COVID-19 and the related actions of governments and other authorities to contain COVID-19 and while our manufacturing and business operations have remained fully operational during the first quarter of 2021, there continues to be an effect on our results of operations, financial position and cash flows driven by contributory effects of the pandemic such as material price increases and labor shortages.

The COVID-19 pandemic may continue to negatively disrupt our business and results of operations in the future. The full extent of the COVID-19 pandemic on our operations and the markets we serve remains highly uncertain. Developments are constantly evolving and cannot be accurately predicted.

Closure of Tacoma Facility - In January 2021, we announced plans to close our Tacoma facility in order to simplify and consolidate operations. We expect the Tacoma facility to cease operations in the fourth quarter of 2021. Manufacturing and marketing of Tacoma product lines are expected be transferred to other facilities within the Infrastructure Solutions segment in late 2021.

Industry and Business Condition

Our financial performance is affected by a number of factors, including the cyclical nature and varying conditions of the markets we serve. Demand in these markets fluctuates in response to overall economic conditions and is particularly sensitive to the amount of public sector spending on infrastructure development, privately funded infrastructure development and changes in the prices of liquid asphalt, oil and natural gas and steel. In addition, many of our markets are highly competitive, and our products compete worldwide with a number of other manufacturers and dealers that produce and sell similar products.

We entered 2020 with a strong backlog of orders, which grew during the first quarter of 2021 across our global organization as well as in both the Infrastructure Solutions and Materials Solutions segments. The backlog of orders as of March 31, 2021 was $420.8 million compared to $245.4 million as of March 31, 2020, an increase of $175.4 million or 71.5%. Increased orders were driven by pent-up demand after COVID-19 uncertainty in 2020 and slower production cycles due to manufacturing labor shortages.

Federal funding provides a significant portion of all highway, street, roadway and parking construction in the United States. We believe that federal highway funding influences the purchasing decisions of our customers, who are typically more amenable to making capital equipment purchases with long-term federal legislation in place. Federal transportation funding under the Fixing America's Surface Transportation Act ("FAST Act"), which was set to expire on September 30, 2020, was temporarily extended for one year through September 30, 2021. We believe a multi-year highway program (such as the FAST Act) will have the greatest positive impact on the road construction industry and allow our customers to plan and execute longer-term projects. While the Biden administration has recently proposed a $2.3 trillion infrastructure plan with meaningful funding for transportation-related projects, given the inherent uncertainty in the political process, the level of governmental funding for federal highway projects will similarly continue to be uncertain. Although continued funding under the FAST Act or funding of a bill passed by the current administration is expected, it may be at lower levels than originally approved or anticipated.

Significant portions of our revenues from the Infrastructure Solutions segment relate to the sale of equipment involved in the production, handling, recycling or application of asphalt mix. Liquid asphalt is a by-product of oil refining. An increase or decrease in the price of oil impacts the cost of asphalt, which is likely to alter demand for asphalt and therefore affect demand for certain of our products. While increasing oil prices may have a negative financial impact on many of our customers, our equipment can use a significant amount of recycled asphalt pavement, thereby partially mitigating the effect of increased oil prices on the final cost of asphalt for the customer. We continue to develop products and initiatives to reduce the amount of oil and related products required to produce asphalt. Oil price volatility makes it difficult to predict the costs of oil-based products used in road construction such as liquid asphalt and gasoline. Oil prices have routinely fluctuated in recent years and are expected to continue to fluctuate in the future. In 2021, we expect that with increasing demand from the rebound of industrial activity after the slowdown experienced in 2020 with the COVID-19 pandemic that prices will increase in 2021.

Steel is a major component of our equipment. With a drop in demand, similar to oil, steel prices began increasing in the latter part of 2020 and we have experienced strengthening steel pricing entering 2021. Continued steel price increases are anticipated in the second half of 2021 amidst demand improvement and continued supply constraints and may be volatile. We continue to utilize strategies that include forward-looking contracts and advanced steel purchases to ensure supply and minimize the impact of price volatility. Constraints on the supply of steel may also put pressure on the availability of other components such as engines. Management will continue to monitor potential future supply costs and availability.

In addition, in certain manufacturing locations, we have experienced a shortage of necessary production personnel and increasing labor costs to attract staff in our manufacturing operations. This resulted in a variety of challenges in running our operations efficiently as well as meeting manufacturing demand. We are focused on adjusting our production schedules and manufacturing workload distribution, outsourcing components, reinitiating efficiency improvements and are actively modifying our recruitment process and compensation and benefits to attract and retain production personnel in our manufacturing facilities.

Whenever possible, we attempt to cover increased costs of production by adjusting the prices of our products. Since backlog fulfillment times can be as long as twelve months from the contracted sale, we have limitations on our ability to pass on cost increases to our customers on a
19

INDEX
short-term basis. In addition, the markets we serve are competitive in nature, and competition limits our ability to pass through cost increases in many cases. We strive to minimize the effect of inflation through cost reductions and improved manufacturing efficiencies.

Results of Operations

Net Sales

Net sales for the first quarter of 2021 were $284.4 million compared to $288.8 million for the first quarter of 2020, a decrease of $4.4 million or 1.5%. Sales are generated primarily from new equipment and parts sales to domestic and international customers. The sales decrease was primarily in the Materials Solutions segment driven by lower international equipment and parts sales. The decrease was partially offset by business changes in our Infrastructure Solutions segment including incremental sales from acquisitions completed in 2020 of $16.1 million offset by reduced sales from the exit of our Enid oil and gas drilling product lines of $9.5 million. Sales reported by the Company's foreign subsidiaries in U.S. dollars for the first quarter of 2021 would have been $2.2 million lower had first quarter 2021 foreign exchange rates been the same as first quarter 2020 rates.

Domestic sales for the first quarter of 2021 were $225.6 million or 79.3% of consolidated net sales compared to $233.8 million or 81.0% of consolidated net sales for the first quarter of 2020, a decrease of $8.2 million or 3.5%. Domestic sales for the first quarter of 2021 as compared to the first quarter of 2020 decreased by $7.8 million in the Infrastructure Solutions segment primarily due to lower used equipment sales partially offset by net incremental sales of $1.6 million from an acquired business reduced by the exit of our Enid business and $0.4 million in the Materials Solutions segment.

International sales for the first quarter of 2021 were $58.8 million or 20.7% of consolidated net sales compared to $55.0 million or 19.0% of consolidated net sales for the first quarter of 2020, an increase of $3.8 million or 6.9%. International sales for the first quarter of 2021 as compared to the first quarter of 2020 increased $6.7 million in the Infrastructure Solutions segment primarily driven by incremental sales from an acquired business of $5.0 million partially offset by a $2.9 million decrease in the Materials Solutions segment. 

Parts and component sales for the first quarter of 2021 were $90.4 million compared to $88.7 million for the first quarter of 2020, an increase of $1.7 million or 1.9%. Parts sales as a percentage of net sales increased 110 basis points to 31.8% in the first quarter of 2021 compared to 30.7% in the first quarter of 2020. Parts sales increased $4.1 million in the Infrastructure Solutions segment and decreased $2.4 million in the Materials Solutions segment.

Gross Profit

Consolidated gross profit decreased $4.9 million or 6.7% to $68.5 million for the first quarter of 2021 compared to $73.4 million for the first quarter of 2020. Gross profit as a percentage of sales decreased 130 basis points to 24.1% for the first quarter of 2021 compared to 25.4% for the first quarter of 2020 due to reduced sales volumes and increased production costs due in part to reduced manufacturing efficiency.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $2.0 million, or 4.0%, to $51.7 million or 18.2% of net sales for the first quarter of 2021, compared to $49.7 million or 17.2% of net sales for the first quarter of 2020 primarily due to: (i) increased costs for centralization and infrastructure efforts associated with our transformation initiatives, (ii) $3.6 million of higher software licensing costs including a $1.5 million out-of-period expense recorded during the first quarter of 2021 for certain vendor hosted software licensing fees for contract costs incurred in the fourth quarter of 2020, (iii) $2.2 million of incremental expenses for acquired businesses and (iv) $0.8 million of higher amortization costs primarily related to accelerated amortization on certain of our intangible assets. These increases were partially offset by decreases associated with: (i) $4.5 million of lower trade show and promotional expenses, (ii) $4.0 million of reduced expenses for closed locations and (iii) $1.9 million of lower travel expenses due to continued travel restrictions.

20

INDEX
Restructuring, Impairment and Other Asset Charges, Net

We are in the process of a strategic transformation under which the Company has completed various restructuring and right-sizing actions. Restructuring, asset impairment charges and the net gain on sale of property and equipment for the three month periods ended March 31, 2021 and 2020 are presented below: 

Three Months Ended March 31,
(in millions) 2021 2020
Restructuring charges:
Costs associated with closing Albuquerque $ —  $ 0.3 
Costs associated with closing Mequon 0.4  — 
Costs associated with closing Enid —  0.3 
Costs associated with closing Tacoma 0.4  — 
Workforce reductions at multiple sites —  0.5 
Total restructuring related charges 0.8  1.1 
Asset impairment charges:
Goodwill impairment charges —  1.6 
Total asset impairment charges —  1.6 
Gain on sale of property and equipment, net:
Gain on sale of property and equipment, net (0.1) (0.6)
Total gain of sales of property and equipment, net (0.1) (0.6)
Restructuring, impairment and other asset charges, net $ 0.7  $ 2.1 

See Note 12. "Restructuring, Impairment and Other Asset Charges, Net" of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for discussion of the individual restructuring actions taken and the goodwill impairment charge recorded.

Income Tax

The Company's income tax expense for the first quarter of 2021 was $0.9 million compared to an income tax benefit of $5.1 million for the first quarter of 2020. The Company's effective income tax rate was 9.4% for the first quarter of 2021 compared to (33.3)% for the first quarter of 2020. The tax rate for 2021 was higher compared to 2020 primarily due to the net discrete tax benefit of $9.5 million recorded in the first quarter of 2020 resulting from provisions of the Coronavirus Aid, Relief and Economic Security Act enacted on March 27, 2020, which allowed the Company to carryback its 2018 net operating loss to prior tax years with a higher statutory tax rate. The tax rate increase was partially offset by lower operating income.

Backlog

The backlog of orders as of March 31, 2021 was $420.8 million compared to $245.4 million as of March 31, 2020, an increase of $175.4 million or 71.5%. Both domestic and international backlogs increased $137.7 million or 74.4% and $37.7 million or 62.6%, respectively. The backlog increased $96.4 million in the Infrastructure Solutions segment and increased $79.0 million in the Materials Solutions segment. Increased orders were driven by pent-up demand after COVID-19 uncertainty in 2020 and slower production cycles due to manufacturing labor shortages.

Segment Net Sales:

Three Months Ended March 31,
(in millions) 2021 2020 $ Change % Change
Infrastructure Solutions $ 201.5  $ 202.6  $ (1.1) (0.5) %
Materials Solutions 82.9  86.2  (3.3) (3.8) %

Infrastructure Solutions: Sales in this segment were $201.5 million for the first quarter of 2021 compared to $202.6 million for the same period in 2020, a decrease of $1.1 million or 0.5%. Domestic sales for the Infrastructure Solutions segment decreased $7.8 million or 4.5% for the first quarter of 2021 compared to the same period in 2020 driven by $9.5 million of sales in the prior year associated with the exited Enid business. International sales for the Infrastructure Solutions segment increased $6.7 million or 22.5% for the first quarter of 2021 compared to the same period in 2020 primarily due to incremental sales from an acquired business and increased parts and component sales. Total Infrastructure Solutions segment parts sales increased 6.7% for the first quarter of 2021 compared to the same period in 2020.
21

INDEX

Materials Solutions: Sales in this segment were $82.9 million for the first quarter of 2021 compared to $86.2 million for the same period in 2020, a decrease of $3.3 million or 3.8%. Domestic sales for the Materials Solutions segment decreased by $0.4 million or 0.7% for the first quarter of 2021 compared to the same period in 2020. International sales for the Materials Solutions segment decreased $2.9 million or 11.5% for the first quarter of 2021 compared to the same period in 2020 driven by lower equipment sales as well as parts sales, which decreased 8.6% for the first quarter of 2021 compared to the same period in 2020.

Segment Profit (Loss):

Three Months Ended March 31, $ Change % Change
(in millions) 2021 2020
Infrastructure Solutions $ 21.0  $ 17.2  $ 3.8  22.1  %
Materials Solutions 6.5  6.0  0.5  8.3  %
Corporate (18.8) (2.9) (15.9) (548.3) %

Infrastructure Solutions segment: Segment profit for the Infrastructure Solutions segment was $21.0 million for the first quarter of 2021 compared to $17.2 million for the same period in 2020, an increase of $3.8 million or 22.1%. The increase in segment profits resulted from decreased selling expenses of $7.5 million driven by lower exhibit and promotional costs and reduced travel costs as well as lower net restructuring, goodwill impairment and other asset charges of $1.8 million. These increases in segment profits were partially offset by a decrease in gross profit of $3.8 million due to a 170 basis point decrease in gross margins between periods (24.1% and 25.8% for the first quarter of 2021 and 2020, respectively) combined with increased general and administrative expenses.

Materials Solutions segment: Segment profit for the Materials Solutions segment was $6.5 million for the first quarter of 2021 compared to $6.0 million for the same period in 2020, an increase of $0.5 million or 8.3%. The increase in segment profits between periods resulted from a decrease in selling expenses of $3.7 million driven by lower exhibit and promotional costs and reduced travel costs. The increase in segment profits was partially offset by a decrease in gross profit of $1.0 million due primarily to a 30 basis point decrease in gross margins, increased general and administrative expenses of $1.4 million and restructuring costs of $0.4 million.

Corporate: Corporate operations had a loss of $18.8 million for the first quarter of 2021 compared to a loss of $2.9 million for the first quarter of 2020, an increase in expenses of $15.9 million or 548.3%. The increase in expenses was driven by: (i) $7.0 million of increased income tax expense, (ii) increased payroll and related incentive and benefits expenses inclusive of costs associated with our Supplemental Executive Retirement Plan of $4.9 million and (iii) $3.7 million of higher software licensing costs including a $1.5 million out-of-period expense recorded during the first quarter of 2021 for certain vendor hosted software licensing fees for contract costs incurred in the fourth quarter of 2020. These increases were partially offset by reduced accounting fees of $1.0 million.

Liquidity and Capital Resources

Our future cash needs are currently expected to be primarily related to operating activities, inclusive of ongoing transformation initiatives, working capital, strategic acquisitions and capital investments. We estimate that our capital expenditures will be between $25 and $30 million for the year ending December 31, 2021, which may be impacted by general economic, financial or operational changes, including the impact of COVID-19 on our operating results, competitive, legislative and regulatory factors, among other considerations. Our ability to satisfy our cash requirements depends on our ongoing ability to generate and raise cash. We expect to finance these expenditures using currently available cash balances, internally generated funds and available credit under our credit facilities. Capital expenditures are generally for machinery, equipment and facilities used in the production of our various products. We believe that our current working capital, cash flows generated from future operations and available capacity under our credit facility will be sufficient to meet working capital and capital expenditure requirements for at least the next 12 months.

Our primary sources of liquidity and capital resources are cash on hand, borrowing capacity under a $150.0 million revolving credit facility (the "Credit Facility") and cash flows from operations. We had $164.6 million of cash available for operating purposes as of March 31, 2021, of which $25.0 million was held by our foreign subsidiaries. We did not have any outstanding borrowings on the Credit Facility at March 31, 2021 or December 31, 2020. In addition, no borrowings were made under the Credit Facility during 2021. Our outstanding letters of credit totaling $5.5 million decreased borrowing availability to $144.5 million under the Credit Facility as of March 31, 2021. The Credit Facility agreement contains certain financial covenants, including provisions concerning required levels of annual net income and minimum tangible net worth. We were in compliance with the financial covenants of the agreement at March 31, 2021.

Our Brazilian subsidiary maintains a separate term loan for working capital purposes with a bank in Brazil, which is secured by its manufacturing facility.

Certain of our international subsidiaries in South Africa, Australia, Brazil, Canada and the United Kingdom each have separate credit facilities with local financial institutions to finance short-term working capital needs, as well as to cover foreign exchange contracts, performance letters of credit, advance payment and retention guarantees. In addition, the Brazilian subsidiary also enters into order anticipation agreements with a local bank on a periodic basis. Both the outstanding borrowings under the credit facilities of the international subsidiaries and the order anticipation agreements are recorded in "Short-term debt" on our Consolidated Balance Sheets. Each of the credit
22

facilities are generally guaranteed by Astec Industries, Inc. and/or secured with certain assets of the local subsidiary except in Brazil where the credit facilities are supported by letters of credit issued under the Credit Facility.

Cash Flows from Operating Activities:

Three Months Ended March 31, Increase / Decrease
(in millions) 2021 2020
Net income $ 8.7  $ 20.4  $ (11.7)
Depreciation and amortization 7.6  6.3  1.3 
Provision for warranties 2.7  2.7  — 
Deferred tax provision 0.8  13.5  (12.7)
Asset impairment charges —  1.6  (1.6)
Increase in receivables and other contract assets (26.4) (16.6) (9.8)
Decrease (increase) in inventories 5.0  (0.3) 5.3 
Decrease in prepaid expenses 0.7  3.3  (2.6)
Increase in accounts payable 15.8  7.8  8.0 
Decrease in accrued product warranty (2.1) (2.1) — 
Decrease in customer deposits (0.9) (5.2) 4.3 
Income taxes payable/prepaid 0.9  (18.5) 19.4 
Other, net 1.8  (7.5) 9.3 
Net cash provided by operating activities $ 14.6  $ 5.4  $ 9.2 

Net cash provided by operating activities increased $9.2 million for the first three months of 2021 as compared to the first three months of 2020. The primary drivers were the net decrease in payable/prepaid income taxes of $19.4 million, net change of $9.3 million in other net assets and liabilities primarily related to timing of payroll payments, an increase in the growth of payables of $8.0 million and a $5.3 million decrease in inventory as we sell through on hand inventory stock. These increases were offset by decreases in net income and the change in non-cash charges totaling $24.7 million and increased growth in receivables and contract assets of $9.8 million.

Cash Flows from Investing Activities:

Three Months Ended March 31, Increase / Decrease
(in millions) 2021 2020
Acquisitions, net of cash acquired $ 0.1  $ —  $ 0.1 
Overpayment returned on prior sale of subsidiary (1.1) —  (1.1)
Expenditures for property and equipment (3.3) (5.8) 2.5 
Proceeds from sale of property and equipment 1.4  1.9  (0.5)
Purchase of investments, net (0.1) (0.2) 0.1 
Net cash used by investing activities $ (3.0) $ (4.1) $ 1.1 

Net cash used by investing activities decreased by $1.1 million for the first three months of 2021 as compared to the same period in 2020 primarily due to reduced net capital expenditures offset by the returned overpayment related to the sale of our Enid location.

Cash Flows from Financing Activities:

Three Months Ended March 31, Increase / Decrease
(in millions) 2021 2020
Payment of dividends $ (2.5) $ (2.5) $ — 
Repayments, net under bank loans (0.3) (0.7) 0.4 
Withholding tax paid upon vesting of share-based compensation awards (3.0) (0.5) (2.5)
Other, net 0.2  —  0.2 
Net cash used by financing activities $ (5.6) $ (3.7) $ (1.9)

Net cash used by financing activities increased by $1.9 million for the first three months of 2021 compared to the same period in 2020 due primarily to the recognition of withholding taxes on the vesting of share-based compensation awards.

23

Dividends

The Company paid quarterly dividends of $0.11 per common share to shareholders in the first quarter of 2021 and 2020.

Financial Condition

The Company's total current assets increased to $592.0 million as of March 31, 2021 from $565.8 million as of December 31, 2020, an increase of $26.2 million or 4.6%, due primarily to an increase in net trade receivables and contract assets of $25.3 million during the first three months of 2021.

The Company's total current liabilities increased to $185.1 million as of March 31, 2021 from $170.3 million as of December 31, 2020, an increase of $14.8 million, or 8.7%, due primarily to increased accounts payable of $15.4 million during the first three months of 2021.

Contingencies

Management has reviewed all claims and lawsuits and has made adequate provision for any losses that are probable and can be reasonably estimated. Based upon currently available information and with the advice of counsel, management believes that the ultimate outcome of our current claims and legal proceedings, individually and in the aggregate, will not have a material adverse effect on our financial position, cash flows or results of operations. However, claims and legal proceedings are subject to inherent uncertainties and rulings unfavorable to us could occur. If an unfavorable ruling were to occur, there exists the possibility of a material adverse effect on our financial position, cash flows or results of operations.

See Note 8. Commitments and Contingencies of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for discussion of contingent liabilities for customer purchases, various guarantees including letters of credit, advance payments and retention guarantees as well as contingencies related to legal proceedings in which we are involved.

Off-balance Sheet Arrangements

As of March 31, 2021, the Company does not have any off-balance sheet arrangements as defined by Item 303(a)(4) of Regulation S-K.

Contractual Obligations

In late 2020, we entered into certain vendor hosted software arrangements in conjunction with our transformation initiatives to convert our internal operations, manufacturing and finance systems to cloud-based platforms globally. These agreements include payments of $42.0 million to be paid through September 2027. Payments of $2.8 million will be made during the remaining periods of 2021, $10.4 million during the years 2022 to 2023, $17.1 million during the years 2024 to 2025 and $11.7 million after 2025.

Other than the contract described above, there were no material changes in the Company's commitments or contractual liabilities disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 during the three months ended March 31, 2021.
Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our quantitative and qualitative disclosures about market risk are incorporated by reference from Part II, "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K for the year ended December 31, 2020. Our market risk exposures have not materially changed since our Annual Report on Form 10-K for the year ended December 31, 2020 was filed.

Item 4. Controls and Procedures 

Disclosure Controls and Procedures

Our management has established and maintains disclosure controls and procedures that are designed to ensure that the information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of March 31, 2021, the Company's disclosure controls and procedures were effective.

24

INDEX
Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the three month period ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. 

PART II ‑ OTHER INFORMATION

Item 1. Legal Proceedings

From time to time we are involved in legal actions arising in the ordinary course of its business. Other than as set forth in Note 8, Commitments and Contingencies, to the unaudited consolidated financial statements and Part I, "Item 3. Legal Proceedings" in our Annual Report on Form 10-K for the year ended December 31, 2020, we currently have no pending or threatened litigation that our management believes will result in an outcome that would materially affect our business, financial position, cash flows or results of operations. Nevertheless, there can be no assurance that future litigation to which we become a party will not have a material adverse effect on our business, financial position, cash flows or results of operations.

Item 1A. Risk Factors

In addition to the other information set forth in this Report, you should carefully consider the factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2020, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K for the year ended December 31, 2020 and in this Quarterly Report on Form 10-Q are not the only risks facing our Company. Additional risks and uncertainties not currently known to management or that management currently deems to be immaterial also may materially adversely affect our business, financial condition or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.
25

INDEX
Item 6. Exhibits
Exhibit Number Exhibit Description Filed Herewith
10.1 X
10.2 X
10.3 X
31.1 X
31.2 X
32.1 X
32.2 X
101
The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 formatted in Inline Extensible Business Reporting Language ("iXBRL"): (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income (Loss), (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Equity and (vi) related notes, tagged as blocks of text and including detailed tags.
X
104
Cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, formatted in iXBRL (included as Exhibit 101).
X
*Management contract or compensatory plan or arrangement.
26

INDEX
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.
ASTEC INDUSTRIES, INC.
(Registrant)
Date: May 6, 2021 /s/ Rebecca A. Weyenberg
Rebecca A. Weyenberg
Chief Financial Officer
(Principal Financial Officer)
Date: May 6, 2021 /s/ Jamie E. Palm
Jamie E. Palm
Vice President, Chief Accounting Officer and Corporate Controller
(Principal Accounting Officer)
27

Exhibit 10.1









ASTEC INDUSTRIES, INC.
DEFERRED COMPENSATION PLAN
Effective January 1, 2021




PREAMBLE
The Plan is intended to be a “plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended, or an “excess benefit plan” within the meaning of Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended, or a combination of both. The Plan is intended to provide nonqualified deferred compensation and is intended to conform with the requirements of Internal Revenue Code Section 409A and the final regulations issued thereunder and shall be interpreted, implemented and administered in a manner consistent therewith.

    
1



Article 1 - GENERAL
1.1    Purpose. The purpose of the Plan is to provide Eligible Employees an opportunity to defer to a future date the receipt of base and bonus compensation. 
1.2    Effective Date. The Effective Date of the Plan is January 1, 2021.
Article 2 - DEFINITIONS
Pronouns used in the Plan are in the masculine gender but include the feminine gender unless the context clearly indicates otherwise. Wherever used herein, the following terms have the meanings set forth below, unless a different meaning is clearly required by the context:
“Account” means an account established for the purpose of recording amounts credited on behalf of a Participant and any income, expenses, gains, losses or distributions included thereon. The Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant or to the Participant’s Beneficiary pursuant to the Plan.
Base Compensation” means the Participant’s the portion of the Participant’s Compensation derived from the Participant’s base rate of compensation (for example regular compensation, holiday, vacation, personal and sick pay) and other amounts of Compensation that are not Bonus Compensation.
“Beneficiary” means the persons, trusts, estates or other entities entitled under Section 7.2 to receive benefits under the Plan upon the death of a Participant.
“Board” or “Board of Directors” means the Board of Directors of the Company.
“Bonus Compensation” means portion of the Participant’s Compensation derived from short-term incentive programs sponsored by the Company. Bonus Compensation for a Plan Year shall refer to amounts earned with respect to such Plan Year, even if paid after the end of the Plan Year.
“Code” means the Internal Revenue Code of 1986, as amended.
“Company” means Astec Industries, Inc.
“Committee” means the Committee designated by the Board of Directors to administer the Plan, as described in Section 12.1.
“Compensation” shall mean the total base salary and annual bonuses paid by the Company to the Participant during the applicable calendar year. Compensation shall be determined without regard to any limits on Compensation applicable under a qualified retirement plan (such as the limit under Code Section 401(a)(17)). Compensation shall be determined by excluding reimbursements or other expense allowances, fringe benefits (cash and non-cash), moving expenses, and welfare benefits. For this purpose, workers’ compensation payments of any type and severance pay of any type shall be considered “welfare benefits” and are excluded from the definition of Compensation however holiday, vacation, personal and sick pay, and short term disability are not considered “welfare benefits” for this purpose and are included in the definition of Compensation. In addition, Compensation shall exclude all of the following:
(1)    Company contributions to a plan of deferred compensation which are not includible in the employee’s gross income for the taxable year in which contributed, or employer contributions under a simplified employee pension plan, or any distributions from a plan of deferred compensation;
2



(2)    Amounts realized from the exercise of a stock option, or when restricted stock (or property) held by the employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture;
(3)     Amounts realized from the sale, exchange or other disposition of stock acquired under a qualified or nonqualified stock option;
(4)     Amounts earned or received under a long term incentive program sponsored by the Company;
(5)    Any amounts not paid through United States payroll; and
(6)    Other amounts determined from time to time by the Committee to be excluded from Compensation or ineligible for deferral.
Effective Date” means January 1, 2021.
Election Period” means the period established by the Committee during which Participant deferral and distribution elections must be made in accordance with the requirements of Code Section 409A.  Unless otherwise specified by the Committee, the Election Period shall be the month of December, provided however that the Election Period shall in no event end later than the last day of the Plan Year immediately preceding the Plan Year in which Compensation with regard to which a deferral is made is earned. Elections shall only be permissible if made during the Election Period.
Notwithstanding the foregoing, in the case of an employee who first becomes an Eligible Employee after the start of the Plan Year (who for clarification has not previously been eligible to defer compensation into this or any (and any other plan of the Company that would be aggregated with this Plan for purposes of Section 409A of the Code)., the Committee shall provide an initial election period of not more than 30 days from the date an Eligible Employee first becomes eligible. This initial election period shall also be treated as an Election Period for purposes of the Plan with regard to affected Eligible Employees, provided that such Eligible Employees shall only be eligible to defer Compensation earned after their elections have become irrevocable.
“Eligible Employee” means a member of the management team of the Company and other select employees of the Company selected by the Committee. Unless specifically approved by the Committee, an employee must have annual scheduled Base Compensation of at least $175,000 to be selected. Notwithstanding the foregoing, the Committee shall have the discretion to designate individuals with scheduled Base Compensation below this threshold provided that the Committee determines that such individuals are part of a select group of management or highly compensated employees.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
“Participant” means an Eligible Employee who commences participation in the Plan in accordance with Article 3.
“Plan” means the Astec Industries, Inc. Deferred Compensation Plan, as set forth herein and as amended from time to time.

3



“Plan Year” means the period commencing January 1 and ending on December 31.
“Separation from Service” means the date that the Participant resigns, retires or otherwise has a voluntary or involuntary termination of employment with respect to the Company and any entity that is a member of the Company’s controlled group of corporations provided however that such termination of employment must also constitute a “separation from service” under Code Section 409A and all applicable rules and regulations issued thereunder.
Article 3 - PARTICIPATION
3.1    Participation. An Eligible Employee shall commence participation in the Plan upon the effectiveness of his first deferral election in accordance with Section 4.1.
3.2    Termination of Participation. The Committee may determine, in advance of any Plan Year, that a Participant shall not be an Eligible Employee for that Plan Year. In such case, the Participant shall continue to be a Participant in the Plan but shall be ineligible to elect deferrals for future Plan Years unless and until the Participant is again determined by the Committee to be an Eligible Employee. For clarification, a determination that an individual is no longer an Eligible Employee shall have no effect on deferral elections that have already become irrevocable.
Article 4 - PARTICIPANT ELECTIONS
4.1    Deferral Agreement. An Eligible Employee may elect during the applicable Election Period, by executing in writing or electronically a deferral agreement on form(s) approved by the Committee, to defer the receipt of a designated percentage of Compensation earned and payable with respect to a Plan Year. The Participant shall make a separate deferral election for Base and Bonus Compensation deferrals for each Plan Year.
Subject to Section 4.4, a new deferral election must be timely executed and delivered to the Committee for each Plan Year during which the Eligible Employee desires to defer Compensation. Except as provided in Section 8.5, elections shall become irrevocable for a Plan Year at the end of the Election Period immediately preceding that Plan Year.
A deferral election for a Plan Year shall also include an election of time and form of payment from the list set forth in Article 8.
4.2    Revocation/Modification of Deferral Elections.  A Participant may not revoke or modify his deferral agreement after the Election Period.  The Committee, in its discretion, may cancel a deferral election if permitted under Code Section 409A, provided that the Participant shall not be provided an election with respect to such cancellation.
4.3    Amount of Deferrals. An Eligible Employee is not required to make a deferral election for any Plan Year. However, if an Eligible Employee makes a deferral election, the following minimums and maximums apply. These minimums and/or maximums may be modified by the Committee for a given Plan Year on the election forms for such Plan Year without the need of a formal plan amendment.
(a)    Minimum Base Compensation Deferral Election. The minimum deferral election percentage an Eligible Employee may make for a Plan Year with respect to Base Compensation is 10% of Base Compensation. For clarification, an Eligible Employee may also elect not to defer any Base Compensation.

4



(b)    Minimum Bonus Compensation Deferral Election. The minimum deferral election percentage an Eligible Employee may make for a Plan Year with respect to Bonus Compensation is 10% of such Eligible Employee’s Bonus Compensation for a Plan Year. For clarification, an Eligible Employee may also elect not to defer any Bonus Compensation.
(c)    Maximum Base Compensation Deferral Election. The maximum deferral election percentage an Eligible Employee may make for a Plan Year with respect to Base Compensation is 75% of Base Compensation for the Plan Year
(d)    Maximum Bonus Compensation Deferral Election. The maximum deferral election percentage an Eligible Employee may make for a Plan Year with respect to Bonus Compensation is 100% of such Eligible Employee’s Bonus Compensation for the Plan Year.
4.4    Timing of Election to Defer; No Evergreen Elections. A new deferral agreement must be timely executed during the Election Period for each Plan Year during which the Eligible Employee desires to defer Compensation. If an Eligible Employee fails to submit a valid deferral election to the Committee or its designee before the end of the Election Period, the Eligible Employee will be deemed not to have elected to defer any Compensation for the Plan Year to which the Election Period applies.
4.5    Election of Form of Payment. All elections of a form of payment will be made in accordance with rules and procedures established by the Committee. Unless otherwise provided by the Committee, a Participant may elect a different time or form of payment with regard to deferrals and earnings for each Plan Year during the election period for that Plan Year. Failure to submit a time or form of payment election shall result in the Participant’s being deemed to have elected the default time and form of payment set forth in Sections 8.2 and 8.3.
4.6    No Deferrals from Severance.  Deferral elections shall not apply to severance or other amounts payable after a Participant’s Separation from Service.
4.7    No Deferrals from Equity Compensation.  Deferral elections shall not apply to any equity compensation.
Article 5 - ACCOUNTS AND CREDITS
5.1    Establishment of Account. For accounting and computational purposes only, the Committee will establish and maintain an Account on behalf of each Participant which will reflect the credits made pursuant to Section 5.2, distributions or withdrawals, along with the earnings, expenses, gains and losses allocated thereto. The Committee may establish and maintain such other records and accounts, as it decides in its discretion to be reasonably required or appropriate to discharge its duties under the Plan.
5.2    Credits to Account. For purposes of determining earnings and losses, a Participant’s Account will be credited for each Plan Year with the amount of his elective deferrals under Section 4.1 at the time the amount subject to the deferral election would otherwise have been payable to the Participant: deferrals of Base Compensation shall be credited each payroll period, and deferrals of Bonus Compensation shall be credited at such time as such Bonus Compensation would otherwise be paid.


5



Article 6 - INVESTMENTS AND EARNINGS
6.1    Investment Direction. The Account of each Participant shall be credited or reduced with its allocable share of deemed investment gains and losses. Credits or reductions for investment gains or losses shall generally occur each business day, unless otherwise specified by the Committee. A Participant may direct how his Accounts are deemed to be invested, but only among such deemed investment vehicles as are made available by the Committee from time to time. A Participant’s investment elections shall be made in accordance with procedures established by the Committee. The investment election made in accordance with this Article 6 shall continue unless the Participant changes the investment election in accordance with the procedures established by the Committee or until otherwise superseded by the Committee. Investment elections shall generally be permitted each business day, unless otherwise specified by the Committee, provided however that the Committee may suspend the ability to make or change investment elections from time to time for any reason and provide alternative methods for determining gains and losses. Investment elections and changes thereto shall be effective prospectively only.
6.2    Earnings in Initial Period.    Notwithstanding Section 6.1, for a period beginning on the Effective Date and continuing until the Committee is able to establish procedures for submitting investment elections, (the “Initial Period”), investment elections shall not be permitted and gains and losses shall not be credited or reduced. For the Initial Period, the Committee shall instead determine an appropriate rate of gains or losses in the Committee’s sole discretion and shall credit or reduce Accounts by such rate as soon as practicable after the end of the Initial Period.
6.3    Gains Invested in Same Option. Dividends, interest, and other distributions credited with respect to any deemed investment shall be deemed to be invested in the same investment option.
6.4    Participant Reports on Account Values. At the end of each Plan Year (or on a more frequent basis as determined by the Committee), a report shall be issued to each Participant who has an Account stating the value of such Account.
Article 7 - RIGHT TO BENEFITS
7.1    Vesting. A Participant, at all times, has a 100% nonforfeitable interest in the amounts credited to his Account.
7.2    Beneficiary Designations. A Participant may designate a Beneficiary or Beneficiaries, or change any prior designation of Beneficiary or Beneficiaries in accordance with rules and procedures established by the Committee. Any Beneficiary designation shall remain in effect until changed by the Participant pursuant to procedures set forth by the Committee. For clarification, a change in the Participant’s marital status shall not affect existing Beneficiary designations unless and until the Participant takes action, pursuant to the Committee’s procedures, to change such designations.
A copy of the death notice or other sufficient documentation must be filed with and approved by the Committee or its designee. If upon the death of the Participant there is, in the opinion of the Committee, no designated Beneficiary for part or all of the Participant’s vested Account, such amount will be paid to the Participant’s estate (such estate shall be deemed to be the Beneficiary for purposes of the Plan) in accordance with the provisions of Article 8.

6



Article 8 - DISTRIBUTION OF BENEFITS
8.1    Amount of Benefits. The vested amount credited to a Participant’s Account (as adjusted for investment gains and losses) shall determine and constitute the basis for the value of benefits payable to the Participant under the Plan.
8.2    Timing of Distribution.  Except as otherwise expressly provided herein, amounts credited to a Participant’s Account for each Plan Year shall be paid to the Participant at the time elected by the Participant (each a “Distribution Date”). Participants may elect to commence payment on the earliest to occur use any combination of the following Distribution Dates:
(a)    The date at which the Participant reached age 65;
(b)    The first day of the seventh month following the Participant’s Separation from Service;
(c)    A specific future date no sooner than two full years after the end of the Plan Year to which the Election Period applies.
A Participant may elect a different Distribution Date each Election Period with respect to Compensation to be deferred during the following Plan Year. If a Participant fails to elect a Distribution Date for any Plan Year, the Participant shall be deemed to have elected Option (b) with regard to Compensation deferred in that Plan Year.
8.3    Form of Distribution. Vested amounts credited to a Participant’s Account shall, at the Participant’s election specified in his deferral agreement in accordance with Article 4, be payable to the Participant in a single sum cash payment or in substantially equal annual cash installments over a period of two to ten years, with such period elected by the Participant during the Election Period.  Annual installment payments shall be calculated by dividing the Account balance subject to the installment election by the remaining annual installments to be made, and a series of installment payments shall be treated as a single payment for purposes of Code Section 409A. 
A Participant may elect a different form of payment each Election Period with respect to Compensation to be deferred during the following Plan Year. If a Participant fails to elect a form of payment for any Plan Year, the Participant shall be deemed to have elected to receive a single lump sum with regard to Compensation deferred in that Plan Year.
8.4    Death of Participant. Notwithstanding the Participant’s election as to the time or form of payment, upon the Participant’s death, the Participant’s entire Account (including any amounts with respect to which installment payments have previously commenced) shall be paid to the Participant’s Beneficiary in a single sum cash payment as soon as practicable following the Participant’s death, but in no event later than the last day of the calendar year following the year in which the Participant’s death occurs. 
8.5    Changes to Time or Form of Payment. A Participant may elect to change the time or form of any payment subject to the following requirements:
(i) The election to change the time or form of payment must be submitted in writing no later than twelve (12) months preceding the date at which such payments would otherwise begin;

7



(ii)    The election to change the time or form of payment shall not be effective until 12 months after it is delivered to the Committee; and
(iii)    The commencement of benefits must delayed until at least five years from the date such payment would have otherwise commenced.
The Committee may impose additional restrictions on the right of Participants to change the time or form of payment provided such restrictions are at least as restrictive as the foregoing and are otherwise compliant with the requirements of Code Section 409A.
8.6    Permissible Delays in Payment. Distributions may be delayed beyond the date payment would otherwise occur in accordance with the provisions of Article 8 in circumstances permissible under Code Section 409A as long as the Company treats all payments to similarly situated Participants on a reasonably consistent basis.
(a)    The Company may also delay payment if it reasonably anticipates that the making of the payment will violate federal securities laws or other applicable laws provided payment is made at the earliest date on which the Company reasonably anticipates that the making of the payment will not cause such violation.
(b)    The Company reserves the right to apply delays in payment (with or without amending the Plan) upon events and conditions as the Secretary of the Treasury (or the Secretary’s delegate) may prescribe in generally applicable guidance published.
8.7    Permitted Acceleration of Payment. The Committee may permit acceleration of the time or schedule of any payment or amount scheduled to be paid pursuant to a payment under the Plan provided such acceleration would be permitted by the provisions of Treas. Reg. Section 1.409A-3(j)(4), including the following events:
(a)    Compliance with Ethics Agreements and Legal Requirements. A payment may be accelerated as may be necessary to comply with ethics agreements with the Federal government or as may be reasonably necessary to avoid the violation of Federal, state, local or foreign ethics law or conflicts of laws, in accordance with the requirements of Code Section 409A.
(b)    FICA. A payment may be accelerated to the extent required to pay the Federal Insurance Contributions Act tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2) of the Code with respect to compensation deferred under the Plan (the “FICA Amount”). Additionally, a payment may be accelerated to pay the income tax on wages imposed under Code Section 3401 of the Code on the FICA Amount and to pay the additional income tax at source on wages attributable to the pyramiding Code Section 3401 wages and taxes. The total payment under this subsection (b) may not exceed the aggregate of the FICA Amount and the income tax withholding related to the FICA Amount.
(c)    Section 409A Additional Tax. A payment may be accelerated if the Plan fails to meet the requirements of Code Section 409A; provided that such payment may not exceed the amount required to be included in income as a result of the failure to comply with the requirements of Code Section 409A.
(d)    Offset. A payment may be accelerated in the Company’s discretion as satisfaction of a debt of the Participant to the Company, where such debt is incurred in the ordinary course of the
8



service relationship between the Participant and the Company, the entire amount of the reduction in any of the Company’s taxable years does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.
(e)    Other Events. A payment may be accelerated in the Committee’s discretion in connection with such other events and conditions as permitted by Code Section 409A.
Article 9 - AMENDMENT AND TERMINATION
9.1    Amendment or Termination by Company. The Company reserves the right to amend or terminate the Plan through action of the Committee. No amendment can directly or indirectly deprive any current or former Participant or Beneficiary of all or any portion of his Account which had accrued and vested prior to the amendment. Notwithstanding the foregoing, the Company may terminate the Plan in a manner that complies with the requirements of Code Section 409A.
Article 10 - TRUST
10.1    Right to Establish Trust. The Company may, but is not required to, establish a trust to hold amounts which the Company may contribute from time to time to correspond to some or all amounts credited to Participants under the Plan. In the event that the Company wishes to establish a trust to provide a source of funds for the payment of Plan benefits, any such trust shall be constructed to constitute an unfunded arrangement that does not affect the status of the Plan as an unfunded plan for purposes of Title I of ERISA and the Code.
10.2    Rabbi Trust. Any trust established by the Company with respect to the Plan shall be between the Company and a trustee pursuant to a separate written agreement under which assets are held, administered and managed, subject to the claims of the Company’s creditors in the event of the Company’s insolvency. Any such trust shall be intended to qualify as a rabbi trust in accordance with existing guidance of the Internal Revenue Service, and the establishment of the trust shall not cause the Participant to realize current income on amounts contributed thereto.
10.3    Investment of Trust Funds. Any amounts contributed to the trust by the Company shall be invested by the trustee in accordance with the provisions of the trust and the instructions of the Committee.
Article 11 - PLAN ADMINISTRATION
11.1    Powers and Responsibilities of the Committee. The Committee shall be the plan administrator of the Plan, provided however that any action ascribed or assigned to the Committee may instead be performed by the Board of Directors if the Board of Directors so directs. The members of the Committee shall be appointed by the Board of Directors, and in the event no such Committee is appointed, references to the Committee shall instead apply to the Board of Directors. The Committee has the full power and the full responsibility to administer the Plan in all of its details, subject, however, to the applicable requirements of ERISA. The Committee’s powers and responsibilities include, but are not limited to, the following:
(a)    To make and enforce such rules and procedures as it deems necessary or proper for the efficient administration of the Plan;
(b)    To interpret the Plan, its interpretation thereof to be final;

9



(c)    To establish rules and procedures for making elections, directing deemed investments, designating and changing beneficiaries, and any other procedures the Committee determines appropriate;
(d)    To decide all questions concerning the Plan and the eligibility of any person to participate in the Plan;
(e)    To administer the claims and review procedures specified in Section 11.2;
(f)    To compute the amount of benefits which will be payable to any Participant, former Participant or Beneficiary in accordance with the provisions of the Plan;
(g)    To determine the person or persons to whom such benefits will be paid;
(h)    To authorize the payment of benefits;
(i)    To comply with the applicable reporting and disclosure requirements of Part 1 of Subtitle B of Title I of ERISA or exemptions thereto;
(j)    To appoint such agents, counsel, accountants, and consultants as may be required to assist in administering the Plan;
(k)    By written instrument, to allocate and delegate its responsibilities, including the formation of an administrative committee to administer the Plan.
11.2    Claims and Review Procedures.
(a)    Claims Procedure. If any person believes he is being denied any rights or benefits under the Plan, such person may file a claim in writing with the Committee. Such a claim must be submitted within two (2) years, beginning on the earlier of the date on the date on which the applicable payment was made or the date on which the action complained of occurred. If any such claim is wholly or partially denied, the Committee will notify such person of its decision in writing. Such notification will contain (i) specific reasons for the denial, (ii) specific reference to pertinent Plan provisions, (iii) a description of any additional material or information necessary for such person to perfect such claim and an explanation of why such material or information is necessary, and (iv) a description of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the person’s right to bring a civil action following an adverse decision on review. Such decision will be given in writing within 90 days after the claim is received by the Committee. The Committee may extend the period for providing its decision by 90 days if the Committee determines special circumstances require an extension of time for processing the claim and if written notice of such extension and circumstance is given to such person within the initial 90 day period. If such decision is not given within such period, the claim will be considered denied as of the last day of the applicable period and the affected person may request a review of his claim.
(b)    Review Procedure. Within 60 days after the date on which a person receives a written notification of denial of claim (or, if written notification is not provided, within 60 days of the date denial is considered to have occurred), such person (or his duly authorized representative) may (i) file a written request with the Committee for a review of his denied claim and of pertinent documents and (ii) submit written issues and comments to the Committee. The Committee will notify such person of its decision in writing. Such written
10



decision will be written in a manner calculated to be understood by the person and will contain specific reasons for the decision as well as specific references to pertinent Plan provisions. The written decision will explain that the person is entitled to receive, upon request and free of charge, reasonable access to and copies of all pertinent documents and has the right to bring a civil action following an adverse decision on review. The decision on review will be made within 60 days, provided that the Committee may extend the period for making the decision on review by 60 days if the Committee determines special circumstances require an extension of time for processing the request and if written notice of such extension and circumstances is given to such person within the initial 60-day period. If the decision on review is not made within such period, the claim will be considered denied.
(c)    Exhaustion of Claims Procedures and Right to Bring Legal Claim. No action at law or in equity may be brought (including against the Committee or the Company) prior to the exhaustion of the administrative remedies under this Plan including the claims procedures set forth above. Additionally, any action, in law or equity, must commence not later than one year from the date of the decision on appeal (or, if no decision is furnished with 120 days of receipt of the request for review, the 120th day after receipt of request for review). Failure to file suit within this time period shall extinguish any and all right to benefits under the Plan.
11.3    Plan Administrative Costs. All reasonable costs and expenses (including legal, accounting, and employee communication fees) incurred by the Committee in administering the Plan shall be paid by the Plan to the extent not paid by the Company.
Article 12 - MISCELLANEOUS
12.1    Unsecured General Creditor of the Company. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of the Company. For purposes of the payment of benefits under the Plan, any and all of the Company’s assets shall be, and shall remain, the general, unpledged, unrestricted assets of the Company. Each Company obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.
12.2    Company’s Liability. The Company’s liability for the payment of benefits under the Plan shall be defined only by the Plan and by the deferral elections entered into between a Participant and the Company. The Company shall have no obligation or liability to a Participant under the Plan except as provided by the Plan and a deferral election or agreements.
12.3    Limitation of Rights. Neither the establishment of the Plan, nor any amendment thereof, nor the creation of any fund or account, nor the payment of any benefits, will be construed as giving to the Participant or any other person any legal or equitable right against the Company, the Plan or the Committee, except as provided herein; and in no event will the terms of employment or service of the Participant be modified or in any way affected hereby.
12.4    Anti-Assignment. None of the benefits or rights of a Participant or any Beneficiary of a Participant shall be subject to the claim of any creditor. In particular, to the fullest extent permitted by law, all such benefits and rights shall be free from attachment, garnishment, or any other legal or equitable process available to any creditor of the Participant and his or her Beneficiary. Neither the Participant nor his or her Beneficiary shall have the right to alienate, anticipate, commute, pledge, encumber, or assign any of the payments which he or she may expect to receive, contingently or otherwise under the Plan (and any attempt to do so shall be void), except the right to designate a Beneficiary to receive death benefits provided hereunder.
11



Furthermore the Plan shall not honor or permit assignment of benefits under a domestic relations order, including a qualified domestic relations order. Notwithstanding the preceding, the benefit payable from a Participant’s Account may be reduced, at the discretion of the Committee, to satisfy any debt or liability to the Company.
12.5    Facility of Payment. If the Committee determines, on the basis of medical reports or other evidence satisfactory to the Committee, that the recipient of any benefit payments under the Plan is incapable of handling his affairs by reason of minority, illness, infirmity or other incapacity, the Committee may direct the Company to disburse such payments to a person or institution designated by a court which has jurisdiction over such recipient or a person or institution otherwise having the legal authority under State law for the care and control of such recipient. The receipt by such person or institution of any such payments therefore, and any such payment to the extent thereof, shall discharge the liability of the Company, the Plan and the Committee for the payment of benefits hereunder to such recipient.
12.6    Notices. Any notice or other communication to the Company or Committee in connection with the Plan shall be deemed delivered in writing if addressed to the Company at the following address: 1725 Shepherd Road, Chattanooga, Tennessee 37421 and if either actually delivered at said address or, in the case or a letter, 5 business days shall have elapsed after the same shall have been deposited in the United States mails, first-class postage prepaid and registered or certified. The address specified in the preceding sentence may be updated by any officer of the Company as necessary and without the need to amend the Plan.
12.7    Required Information. Each Participant and Beneficiary shall furnish the Committee such information as the Committee shall consider necessary or desirable for purposes of administering the Plan. The provisions of the Plan respecting the payment of any benefit are conditional upon the Committee’s prompt receipt of such information. The Company, the Committee, and any other party involved in the administration of the Plan shall be entitled to rely upon any information furnished by a Participant or Beneficiary with respect to any matters required to be determined hereunder and shall not be liable on account of the payment of any moneys or the doing of any act or failure to act in reliance thereon. The Committee may determine that any individual’s benefits under this Plan are forfeited if the Committee is unable to locate such individual due to that individual’s failure to provide the Committee with current contact information.
12.8    Taxes.
(a)    All amounts payable under this Plan shall be subject to all applicable withholdings, and the Company may withhold such amounts from any payments due the Participant or from amounts deferred, as permitted by law, or otherwise make appropriate arrangements with the Participant or his Beneficiary for satisfaction of such obligation. Tax, for purposes of this Section 12.8 means any federal, state, local or any other governmental income tax, employment or payroll tax, excise tax, or any other tax or assessment owing with respect to amounts deferred, any earnings thereon, and any payments made to Participants under the Plan. The Committee may condition receipt of any benefits upon the Participant’s (or Beneficiary’s) satisfaction of applicable tax and withholding obligations.
(b)     Notwithstanding anything else in this Plan, and regardless of any action the Company takes with respect to any or taxes, the ultimate liability for all taxes due by a participant is and remains the Participant's responsibility, and the Company and the Committee: (i) make no representations or undertakings regarding the treatment of any taxes; and (ii) do not commit
12



to structure the terms of the payment under the Plan to optimize, reduce, or eliminate the Participant's or Beneficiary’s liability for taxes. Without limiting the foregoing, the Company and the Committee make no guarantee with regard to any tax treatment of any benefit or payment under this Plan, and the Participant or Beneficiary shall be solely and exclusively responsible for any taxes, penalties, and interest owing with regard to participation under this Plan. Without limiting the foregoing, neither the Company nor the Committee nor any other person shall have any liability to any Participant or Beneficiary should any provision of the Plan fail to satisfy the requirements of Code Section 409A.
12.9    Successors. The provisions of the Plan shall bind and inure to the benefit of the Company and its successors and assigns and the Participant and the Participant’s designated Beneficiaries.
12.10    Governing Law. The Plan will be construed, administered and enforced according to the laws of Tennessee.
Executed this 23rd day of October, 2020 but effective January 1, 2021 except as otherwise expressly provided herein.
ASTEC INDUSTRIES, INC.
/s/ Reuben Srinivasan            
By: Reuben P. Srinivasan
Its: Senior Vice President of Human Resources
13


Exhibit 10.2

ASTEC INDUSTRIES INC.

RESTRICTED STOCK UNIT AWARD CERTIFICATE

Non-transferable

G R A N T T O

________________________________
(“Grantee”)

by Astec Industries, Inc. (the “Company”) of Restricted Stock Units (the “Units”) representing the right to receive, on a one-for-one basis, shares of the Company’s $0.20 par value common stock (“Shares”), pursuant to and subject to the provisions of the Astec Industries 2021 Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following pages of this award certificate (this “Certificate”).

The number of Units subject to this award is ______ (the “Award”).

Unless vesting is accelerated as provided in Section 2 of the Terms and Conditions or otherwise in the discretion of the Committee, the Units shall vest (become non-forfeitable) in accordance with the following schedule, subject to Grantee’s Continuous Service on each vesting date:
                        
Vesting Date
Percent of
Units Vesting
33%
33%
34%

By accepting this award, Grantee shall be deemed to have agreed to the terms and conditions of this Certificate and the Plan.

IN WITNESS WHEREOF, Astec Industries Inc., acting by and through its duly authorized officers, has caused this Certificate to be executed as of the Grant Date.

ASTEC INDUSTRIES, Inc.

By: ____________________________________________
Its: Authorized Representative
Grant Date:

Accepted by Grantee:                         



TERMS AND CONDITIONS

1.    Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.

2.    Vesting of Units. The Units will be credited to a bookkeeping account on behalf of Grantee as soon as practicable. Subject to either Grantee’s Continuous Service or Grantee’s Retirement (as defined below) prior to the final Vesting Date, the Units will vest and become non-forfeitable as to the percentages of the Units specified on the cover page hereof, on the respective dates specified on the cover page hereof; or, as to all of the Units, earlier upon (i) Grantee’s termination of employment due to death or Disability (ii) a Change in Control, unless the Units are assumed by the surviving or acquiring entity or otherwise equitably converted or substituted in connection with the Change in Control, or (iii) if the Units are assumed by the surviving or acquiring entity or otherwise equitably converted or substituted in connection with a Change in Control, the termination of Grantee’s employment by the Company (or the surviving or acquiring entity) without Cause (or Grantee’s resignation for Good Reason, as provided in any employment, severance or similar agreement between Grantee and the Company or an Affiliate) within two years after the effective date of the Change in Control (the “Vesting Date”). If Grantee’s Continuous Service terminates prior to the Vesting Date for any reason other than due to Grantee’s Retirement or as specified in subsection (i) and (iii) of the preceding sentence, Grantee shall forfeit all right, title and interest in and to the Units as of the date of such termination and the Units will be reconveyed to the Company without further consideration or any act or action by Grantee. For the avoidance of doubt, if Grantee has a termination of Continuous Service due to Retirement prior to the final Vesting Date, the Units shall remain eligible to vest on the schedule specified on the cover page hereof, on the respective dates specified on the cover page hereof as if Grantee had not incurred a termination of Continuous Service, with such continued vesting subject to the Grantee signing a separation agreement with the Company in the form established by the Company and continuing to comply with the provisions thereof (which may include, among other things, non-competition, non-solicitation, confidentiality and nondisparagement covenants). For purposes of this Certificate, “Retirement” means a Participant’s termination of employment with the Company or an Affiliate after attaining age 65 and with the Committee’s approval where at least 6 months’ notice of termination has been provided by the Participant.

3.    Conversion to Shares. Subject to the following sentence, the Units that vest will be converted to actual Shares (one Share per vested Unit) after the Vesting Date as soon as practicable (and no later than 30 days) after the [Vesting Date]
[earliest to occur of (i) Grantee’s termination of employment or (iii) a Change in Control] [earliest to occur of (i) the [__] anniversary of the Grant Date, (ii) Grantee’s termination of employment, or (iii) a Change in Control] (the “Conversion Date”), provided, however, that if the vesting of the Units occurs as a result of Grantee’s separation from service during a period in which Grantee is a “specified employee” (as defined in Code Section 409A and the regulations thereunder), then, to the extent necessary to avoid the imposition of tax penalties under Code Section 409A, and subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes), the Conversion Date will be delayed until the earlier of Grantee’s death or the first day of the seventh month following Grantee’s separation from service. Shares will be registered on the books of the Company in Grantee’s name as of the Conversion Date and delivered to Grantee as soon as practical thereafter, in certificated or uncertificated form, as Grantee shall direct.

4.    Rights as Shareholder. Grantee shall not have voting or any other rights as a shareholder of the Company with respect to the Units. Upon conversion of the Units into shares of Stock, Grantee will obtain full voting and other rights as a stockholder of the Company.

5.    Dividend Equivalents. If any dividends or other distributions are paid with respect to the Company’s Stock while the Units are outstanding, the dollar amount or fair market value of such dividends or distributions with respect to the number of shares of Stock then underlying the Units shall be converted into additional Units in Grantee’s name, based on the Fair Market Value of the Stock as of the date such dividends or distributions were payable, and such additional Units shall be subject to the same forfeiture and transfer restrictions and deferral terms as apply to the Units with respect to which they relate. Upon conversion of the Units into shares of Stock at the Conversion Date or any applicable deferral termination date, Grantee will obtain full voting and other rights as a shareholder of the Company.

6.    Restrictions on Transfer and Pledge. No right or interest of Grantee in the Units may be pledged, encumbered, or hypothecated or made subject to any lien, obligation or liability of Grantee to any other party other than the Company or an Affiliate. The Units may not be sold, assigned, transferred or otherwise disposed of by Grantee other than by will or the laws of descent and distribution.

-2-


7.    No Right of Continued Service. Nothing in this Certificate shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Grantee’s employment at any time, nor confer upon Grantee any right to continue in employment of the Company or any Affiliate.

8.    Payment of Taxes. The Company or any Affiliate employing Grantee has the authority and the right to deduct or withhold, or require Grantee to remit to the employer, an amount sufficient to satisfy federal, state and local taxes (including Grantee’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the vesting or settlement of the Units. Unless the Committee determines otherwise, the withholding requirement shall be satisfied by withholding from the settlement of the Units Shares having a Fair Market Value on the date of withholding equal to the amount required to be withheld for tax purposes.

9.    Restrictions on Issuance of Shares. If at any time the Committee shall determine, in its discretion, that registration, listing or qualification of the Shares underlying the Units upon any securities exchange or similar self-regulatory organization or under any federal or state securities law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to the settlement of the Units, the Units will not be converted to Shares in whole or in part unless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

10.    Plan Controls. The terms contained in the Plan shall be and are hereby incorporated into and made a part of this Certificate and this Certificate shall be governed by and construed in accordance with the Plan. Without limiting the foregoing, the terms and conditions of the Units, including the number of shares and the class or series of capital stock which may be delivered upon settlement of the Units, are subject to adjustment as provided in Article 15 of the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Certificate, the provisions of the Plan shall be controlling and determinative.

11. Successors. This Award Certificate shall be binding upon any successor of the Company, in accordance with the terms of this Award Certificate and the Plan.

12.    Compensation Recoupment Policy. The Units and any Stock issued thereunder shall be subject to any compensation recoupment policy of the Company that is applicable by its terms to Grantee and to awards of this type.

13.    Notices. Notices and communications under this Certificate must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to Astec Industries, Inc., 1725 Shepherd Road, Chattanooga, Tennessee 37421; Attention: LTIP Plan Administrator, or any other address designated by the Company with notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.
-3-

Exhibit 10.3

ASTEC INDUSTRIES INC.

PERFORMANCE-BASED
RESTRICTED STOCK UNIT AWARD CERTIFICATE
(Three-Year Award)

Non-transferable

G R A N T T O

_______________ ________________
(“Grantee”)

by Astec Industries, Inc. (the “Company”) of Restricted Stock Units (the “Units”) representing the right to receive, on a one-for-one basis, shares of the Company’s $0.20 par value common stock (“Shares”), pursuant to and subject to the provisions of the Astec Industries 2021 Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following pages of this award certificate (this “Certificate”).

The target number of Shares subject to this award is [__] (the “Target Award”). Depending on the Company’s (i) Return on Invested Capital, and (ii) Total Shareholder Return (TSR) ranking relative to the Company’s TSR Peer Group (as such terms are defined in Section 1 of this Agreement) for the three fiscal-year period beginning January 1, 20__ and ending December 31, 20__ (the “Performance Period”), and Grantee’s continued employment with the Company or its Affiliates through the third anniversary of the Grant Date, Grantee may earn and vest in between 0% and 200% of the Target Award, subject to the terms and conditions of this Agreement and as set forth in Exhibit A.

By accepting this award, Grantee shall be deemed to have agreed to the terms and conditions of this Certificate and the Plan.

IN WITNESS WHEREOF, Astec Industries Inc., acting by and through its duly authorized officers, has caused this Certificate to be executed as of the Grant Date.

ASTEC INDUSTRIES, Inc.

By: ____________________________________________
Its: Authorized Representative
Grant Date:

Accepted by Grantee:                         



TERMS AND CONDITIONS

1.    Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan. In addition, and notwithstanding any contrary definition in the Plan, for purposes of this Certificate:

(a)“Return on Invested Capital” or “ROIC” means the ratio of Net Operating Profit After Tax and Invested Capital.

(b) “Total Shareholder Return” or “TSR” means (i) (a) the 20-trading day average closing price of the applicable entity’s common stock as of the last trading day of the Performance Period, minus (b) the 20-trading day average closing price of the applicable entity’s common stock as of the last trading day preceding the Performance Period, plus (c) the sum of all dividends and other distributions paid on such entity’s common stock during the Performance Period, on a per share basis, divided by (ii) the 20-trading day average closing price of the applicable entity’s common stock as of the last trading day preceding the Performance Period (adjusted to reflect any stock splits or recapitalizations that occur during the Performance Period).

(c)    “TSR Peer Group” is defined in Exhibit A.

2.    Earning and Vesting of Units.

(a)Units Earned During Performance Period. The Units have been credited to a bookkeeping account on behalf of Grantee and do not represent actual Shares of common stock. The Units represent the right to earn and vest in between 0% and 200% of the Target Award, payable in Shares of common stock on the Vesting Date (as defined below), depending on (i) the Company’s level of achievement of performance goals relating to Average Return on Invested Capital and the Company’s Total Shareholder Return (TSR) ranking relative to the Company’s TSR Peer Group for Performance Period in accordance with Exhibit A, and (ii) either (A) Grantee’s continued employment with the Company or its Affiliates through the third anniversary of the Grant Date or (B) Grantee’s Retirement (as defined below) during the Performance Period, subject to the Grantee signing a separation agreement with the Company in the form established by the Company and continuing to comply with the provisions thereof (which may include, among other things, non-competition, non-solicitation, confidentiality and nondisparagement
covenants). As soon as practical following the Performance Period, the Compensation Committee (the “Committee”) shall determine and certify (i) the Company’s level of achievement of the Average Return on Invested Capital goals and Company’s Total Shareholder Return (TSR) ranking relative to the Company’s TSR Peer Group during the Performance Period, and (ii) the number of Units that were earned based on such measures, provided, that in the event of Grantee’s Retirement, the number of Units earned shall be prorated by multiplying the result by a fraction, the numerator of which is the number of whole months elapsed in the Performance Period prior to Grantee’s Retirement and the denominator of which is 36. For purposes of this Certificate, “Retirement” means a Participant’s termination of employment with the Company or an Affiliate after attaining age 65 and with the Committee’s approval where at least 6 months’ notice of termination has been provided by the Participant.

(b) Units Earned Upon Certain Employment Terminations. In the event that (i) Grantee’s employment is terminated during the Performance Period due to death or Disability, or (ii) Grantee’s employment is terminated during the Performance Period without Cause or Grantee resigns for Good Reason, in either case within two years after the effective date of a Change in Control in which the Units were assumed by the surviving entity or otherwise equitably converted or substituted, the Units shall be deemed to have been earned at: (A) 100% of the Target Award if the termination occurs during the first year of the Performance Period, and (B) a percentage of the Target Award based on actual performance through the termination, as determined by the Committee, if the termination occurs during the second or third year of the Performance Period. Performance through the termination shall be determined based on the Fair Market Value per Share as of immediately prior to the termination with respect to the Company’s TSR and based on completed years in the Performance Period with respect to the Company’s Average Return on Invested Capital.

(c) Units Earned Upon Change in Control. In the event of a Change in Control during the first year of the Performance Period in which the Units are not assumed by the surviving entity or otherwise equitably converted or substituted, Grantee shall be deemed to have earned 100% of the Target Award. In the event of a Change in Control during the second or third year of the Performance Period in which the Units are not assumed by the surviving entity or otherwise equitably converted or
-2-


substituted, Grantee shall be deemed to have earned a percentage of the Target Award based on actual performance through the Change in Control, as determined by the Committee. Performance through the Change in Control shall be determined based on the Fair Market Value per Share as of immediately prior to the Change in Control with respect to the Company’s TSR and based on completed years in the Performance Period with respect to the Company’s Average Return on Invested Capital.

(d)    Vesting of Units. Any Units that are earned pursuant to Section 2(a), 2(b) or 2(c) above shall vest and become non-forfeitable on the earliest to occur of the following (the “Vesting Date”):

(i)the third anniversary of the Grant Date, provided that Grantee has continued in the employment of the Company, its Affiliates, and/or its Subsidiaries through such date or in the event of Grantee’s Retirement during the Performance Period, or

(ii)the termination of Grantee’s employment under circumstances described in Section 2(b) above, or

(iii)the occurrence of a Change in Control in which the Units are not assumed by the surviving entity or otherwise equitably converted or substituted, provided Grantee has continued in the employment of the Company, its Affiliates, and/or its Subsidiaries through such date.

Any Units that are not earned during the Performance Period in accordance with the terms set forth above will be forfeited to the Company without further consideration or any act or action by Grantee. If Grantee’s employment with the Company or an Affiliate or Subsidiary terminates prior to the Vesting Date for any reason other than due to Grantee’s Retirement or as described in Section 2(b) above, Grantee shall forfeit all right, title and interest in and to the earned Units as of the date of such termination and the Units will be forfeited to the Company without further consideration or any act or action by Grantee.

3.    Conversion to Shares. Unless the Units are forfeited prior to the Vesting Date as provided in section 2 above, the Units will be converted to actual Shares (one Share per vested Unit) after the Vesting Date as soon as practicable (and no later than 30 days) after the [Vesting Date] [earliest to occur of (i) Grantee’s termination of employment or (ii) a Change in Control] [earliest to occur of (i) the [__] anniversary of the Grant Date, (ii) Grantee’s termination
of employment, or (iii) a Change in Control]. Stock certificates evidencing the conversion of Units into Shares of common stock will be registered on the books of the Company in Grantee’s name (or in street name to Grantee’s brokerage account) as of the Vesting Date and delivered to Grantee, in certificated or uncertificated form, as soon as practical thereafter.

4.    Rights as Shareholder. Grantee shall not have voting or any other rights as a shareholder of the Company with respect to the Units. Upon conversion of the Units into shares of Stock, Grantee will obtain full voting and other rights as a stockholder of the Company.

5.    Dividend Equivalents. If any dividends or other distributions are paid with respect to the Company’s Stock while the Units are outstanding, the dollar amount or fair market value of such dividends or distributions with respect to the number of shares of Stock then underlying the Units shall be converted into additional Units in Grantee’s name, based on the Fair Market Value of the Stock as of the date such dividends or distributions were payable, and such additional Units shall be subject to the same forfeiture and transfer restrictions and deferral terms as apply to the Units with respect to which they relate. Upon conversion of the Units into shares of Stock at the Conversion Date or any applicable deferral termination date, Grantee will obtain full voting and other rights as a shareholder of the Company.

6.    Restrictions on Transfer and Pledge. No right or interest of Grantee in the Units may be pledged, encumbered, or hypothecated or made subject to any lien, obligation or liability of Grantee to any other party other than the Company or an Affiliate. Except as otherwise provided in the Plan, the Units may not be sold, assigned, transferred or otherwise disposed of by Grantee other than by will or the laws of descent and distribution.

7.    No Right of Continued Service. Nothing in this Certificate shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Grantee’s employment at any time, nor confer upon Grantee any right to continue in employment of the Company or any Affiliate.

8.    Payment of Taxes. The Company or any Affiliate employing Grantee has the authority and the right to deduct or withhold, or require Grantee to remit to the employer, an amount sufficient to satisfy federal, state and local taxes (including Grantee’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the vesting or settlement of the Units. Unless the Committee determines otherwise, the withholding requirement shall be satisfied by withholding from the settlement of the Units
-3-


Shares having a Fair Market Value on the date of withholding equal to the amount required to be withheld for tax purposes. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company, and, where applicable, its Affiliates or Subsidiaries will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee.

9.    Restrictions on Issuance of Shares. If at any time the Committee shall determine, in its discretion, that registration, listing or qualification of the Shares underlying the Units upon any securities exchange or similar self-regulatory organization or under any federal or state securities law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to the settlement of the Units, the Units will not be converted to Shares in whole or in part unless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

10.    Plan Controls. The terms contained in the Plan shall be and are hereby incorporated into and made a part of this Certificate and this Certificate shall be governed by and construed in accordance with the Plan. Without limiting the foregoing, the terms and conditions of the Units, including the number of shares and the class or series of capital stock which may be delivered upon settlement of the Units, are subject to adjustment as provided in Article 15 of the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Certificate, the provisions of the Plan shall be controlling and determinative.

11.    Successors. This Award Certificate shall be binding upon any successor of the Company, in accordance with the terms of this Award Certificate and the Plan.

12.    Compensation Recoupment Policy. The Units and any Stock issued thereunder shall be subject to any compensation recoupment policy of the Company that is applicable by its terms to Grantee and to awards of this type.

13.    Notices. Notices and communications under this Certificate must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to Astec Industries, Inc., 1725 Shepherd Road, Chattanooga, Tennessee 37421; Attention: LTIP Plan Administrator, or any other address designated by the Company with notice to Grantee. Notices to Grantee will be
directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.

-4-


EXHIBIT A

The Units will be earned, in whole or in part, based on the Company’s average Return on Invested Capital and Relative Total Shareholder Return over the Performance Period, based on the following tables.

Performance Matrix for Average Return on Invested Capital (Weighted 50%)

Degree of Performance Attainment Return on Invested Capital Targets Percentage of Weighted Target Award Earned *
Maximum [___]% 200%
Target [___]% 100%
Threshold [___]% 50%
Below Threshold <[___]% 0%

Performance Matrix for Relative Total Shareholder Return (Weighted 50%)

Degree of Performance Attainment Company TSR Percentile Ranking Relative to TSR Peer Group Percentage of Weighted Target Award Earned *
Maximum
75th Percentile and above
200%
Target
50th Percentile
100%
Threshold
25th Percentile
50%
Below Threshold
Below 25th Percentile
0%
* Payouts between performance levels will be determined based on straight line interpolation.
    
For purposes of this Award Certificate, the “TSR Peer Group” shall consist of the following companies: Actuant Corp (Enerpac Tool Group) EPAC; AGCO Corporation AGCO; Alamo Group Inc. ALG; Altra Industrial Motion Corp. AIMC; Caterpillar Inc. CAT; CIRCOR International, Inc. CIR; Columbus McKinnon Corporation CMCO; Commercial Vehicle Group, Inc. CVGI; Deere & Company DE; Douglas Dynamics, Inc. PLOW; Dril-Quip, Inc. DRQ; EnPro Industries, Inc. NPO; Federal Signal Corporation FSS; Forum Energy Technologies, Inc. FET; Gencor Industries, Inc. GENC; Greenbrier Companies, Inc. GBX; Hyster-Yale Materials Handling, Inc. HY; Lindsay Corporation LNN, Manitowoc Company, Inc. MTW; Miller Industries, Inc. MLR; Nordson Corporation NDSN; Oshkosh Corporation OSK; Terex Corporation TEX; Titan International, Inc. TWI; Toro Company TTC; Wabash National Corporation WNC.

If the common stock of any company in the TSR Peer Group ceases to be publicly traded at any time during the Performance Period by reason of a merger, acquisition, going-private transaction or other similar corporate transaction, or in the event of a public announcement during the Performance of any such transaction that has not closed by the end of the Performance Period, such company shall be disregarded and deleted from the TSR Peer Group for the entire Performance Period.

-5-


If the common stock of any company in the TSR Peer Group ceases to be publicly traded at any time during the Performance Period by reason of exchange delisting, bankruptcy, liquidation or dissolution of the company, such company shall remain in the TSR Peer Group for the entire Performance Period, but shall be deemed to have a negative TSR equal to -100%.
-6-

Exhibit 31.1
Certification pursuant to Rule 13a-14(a)/15d-14(a),
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Barry A. Ruffalo, certify that:
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:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2021
/s/ Barry A. Ruffalo
Barry A. Ruffalo
President and Chief Executive Officer
(Principal Executive Officer)


Exhibit 31.2
Certification pursuant to Rule 13a-14(a)/15d-14(a),
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Rebecca A. Weyenberg, certify that:
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:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date:  May 6, 2021
/s/ Rebecca A. Weyenberg
Rebecca A. Weyenberg
Chief Financial Officer
(Principal Financial Officer)


Exhibit 32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 Of The Sarbanes-Oxley Act Of 2002
In connection with the Quarterly Report of Astec Industries, Inc. (the "Company") on Form 10-Q for the period ended March 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Barry A. Ruffalo, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(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.

Date: May 6, 2021
/s/ Barry A. Ruffalo
Barry A. Ruffalo
President and Chief Executive Officer
(Principal Executive Officer)


Exhibit 32.2
Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 Of The Sarbanes-Oxley Act Of 2002
In connection with the Quarterly Report of Astec Industries, Inc. (the "Company") on Form 10-Q for the period ended March 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Rebecca A. Weyenberg, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(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.

Date:  May 6, 2021
/s/ Rebecca A. Weyenberg
Rebecca A. Weyenberg
Chief Financial Officer
(Principal Financial Officer)