-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20082009

OR

o          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________  to_________________________________________ to _______________________

Commission file number 001-11595

ASTEC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

Tennessee62-0873631
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
  
 1725 Shepherd Road, Chattanooga, Tennessee37421
(Address of principal executive offices)(Zip Code)


Registrant's telephone number, including area code:
(423)  899-5898


Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $.20
(Title of each class)(Name of each exchange on which registered)
Common Stock, $0.20 par valueNASDAQ National Market

Securities registered pursuant to Section 12(g) of the Act:
None

(Title of class)

IndicateIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
                                 Yes  o
 No  ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
                                 Yes  o
 No  ý

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  ý
No  o


 
 

 


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

                                 Yes  o
No  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to bethe best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ýo


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a non-accelerated filer.smaller reporting company. See definitionthe definitions of "accelerated“large accelerated filer,” “accelerated filer” and large accelerated filer"“smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerýAccelerated filer oNon-accelerated filer
Large Accelerated Filerý
Accelerated Filer o
Non-accelerated filero(Do not check if a smaller reporting company)
Smaller Reporting Companyo


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


 (Form 10-K Cover Page - Continued)


As of June 30, 2008,2009, the aggregate market value of the registrant's voting and non-voting common stock held by non-affiliates of the registrant was approximately $628,645,000$587,290,000 based upon the closing sales price as reported on the National Association of Securities Dealers Automated Quotation System National Market System.


(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date:


As of February 20, 2009,24, 2010, Common Stock, par value $0.20 - 22,509,25222,554,133 shares


DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents have been incorporated by reference into the Parts of this Annual Report on Form 10-K indicated:


Document Form 10-K
Proxy Statement relating to Annual Meeting of Shareholders to be held on April 23, 20092010 Part III
 


 
 

 



ASTEC INDUSTRIES, INC.
20082009 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS


PART I  Page 
Item 1. 2 
Item 1A.  1618 
Item 1B.  2123 
Item 2.  2123 
Item 3.  2426 
Item 4.24
  2426 
 Item 4.Reserved29
      
PART II     
Item 5.  2729 
Item 6.  2730 
Item 7.  2730 
Item 7A.  2830 
Item 8.  2830 
Item 9  2830 
Item 9A.  2830 
Item 9B.  2931 
      
PART III     
Item 10.  2931 
Item 11.  2931 
Item 12.  2931 
Item 13.  3032 
Item 14.  3133 
      
PART IV     
Item 15.  3133 
  
      
Appendix A A-1 
      
SignaturesSignatures    




 
 

 

FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Statements contained anywhere in this Annual Report on Form 10-K that are not limited to historical information are considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements regarding:

· execution of the Company’s growth and operation strategy;
· plans for technological innovation;
· compliance with covenants in our credit facility;
· ability to secure adequate or timely replacement of financing to repay our lenders;
· liquidity and capital expenditures;
· sufficiency of working capital, cash flows and available capacity under teh Company's credit facilities:
· compliance with government regulations;
· compliance with manufacturing and delivery timetables;
· forecasting of results;
· general economic trends and political uncertainty;
· government funding and growth of highway construction;construction and commercial projects;
· taxes or usage fees;
·renewal of the federal highway bill which expired September 30, 2009
· integration of acquisitions;
· financing plans;
· industry trends;
· pricing and availability of oil;oil and liquid asphalt;
· pricing and availability of steel;
· pricing of scrap metal;
· condition of the economy;
· the success of new product lines;
· presence in the international marketplace;
· suitability of our current facilities;
· future payment of dividends;
· competition in our business segments;
· product liability and other claims;
· protection of proprietary technology;
·demand for products
· future filling of backlogs;
· employees;
· tax assets;
· the impact of account changes;
· the effect of increased international sales on our backlog;
· critical account policies;
· ability to satisfy contingencies;
· contributions to retirement plans;
· supply of raw materials; and
· inventory.


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 discussed in this report and in other documents filed by us with the Securities and Exchange Commission, 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.  You can identify these statements by forward-looking words such as "expect," "believe," "goal," "plan," "intend," "estimate," "may," "will" and similar expressions.

In addition to the risks and uncertainties identified elsewhere herein and in other documents filed by us with the Securities and Exchange Commission, the risk factors described in this document under the caption "Risk Factors" should be carefully considered when evaluating our business and future prospects.

 
1



PART I

Item 1.  Business

General

Astec Industries, Inc. (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, utility and related construction activities.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 trenching, auger boring, directional drilling, gas and oil drilling rigs, industrial heat transfer equipment, whole-tree pulpwood chippers, horizontal grinders and blower trucks.  The Company has also recently designed and introduced a line of multiple use plants for cement treated base, roller compacted concrete and ready-mix concrete.concrete as well as pelletizing equipment used to compress wood and other products into dense pellets for the renewable energy market among other applications.  The Company's subsidiaries hold 94101 United States patents and 3936 foreign patents, have 5053 patent applications pending, and have been responsible for many technological and engineering innovations in the industry.  The Company's products are marketed both domestically and internationally.  In addition to equipment sales, the Company manufactures and sells replacement parts for equipment in each of its product lines and replacement parts for some competitors' equipment.  The distribution and sale of replacement parts is an integral part of the Company's business.

The Company's fourteen manufacturing subsidiaries are: (i) Breaker Technology Ltd/Inc., which designs, engineers, manufactures and markets rock breaking and processing equipment and utility vehicles for mining;mining and pelletizing equipment; (ii) Johnson Crushers International, Inc., which designs, engineers, manufactures and markets portable and stationary aggregate and ore processing equipment; (iii) Kolberg-Pioneer, Inc., which designs, engineers, manufactures and markets aggregate processing equipment for the crushed stone, manufactured sand, recycle, top soil and remediation markets; (iv) Osborn Engineered Products SA (Pty) Ltd, which designs, engineers, manufactures and markets a complete line of bulk material handling and minerals processing plant and equipment used in the aggregate, mineral mining, metallic mining and recycling industries; (v) Astec Mobile Screens, Inc. which designs, engineers, manufactures and markets mobile screening plants, portable and stationary structures and vibrating screens for the aggregate, recycle and material processing industries; (vi) Telsmith, Inc., which designs, engineers, manufactures and markets aggregate processing and mining equipment for the production and classification of sand, gravel, crushed stone and minerals used in road construction and other applications; (vii) Astec, Inc., which designs, engineers, manufactures and markets hot-mix asphalt plants, concrete mixing plants and related components of each; (viii) CEI Enterprises, Inc., which designs, engineers, manufactures and markets thermal fluid heaters, storage tanks, hot-mix asphalt plants, rubberized asphalt and polymer blending systems; (ix) Heatec, Inc., which designs, engineers, manufactures and markets thermal fluid heaters, process heaters, waste heat recovery equipment, liquid storage systems and polymer and rubber blending systems; (x) American Augers, Inc., which designs, engineers, manufactures and markets large horizontal, directional drills, oil and gas drilling rigs, auger boring machines and the down-hole tooling to support these units; (xi) Astec Underground, Inc., formerly Trencor, Inc., which designs, engineers, manufactures, and markets heavy-duty Trencor trenchers, and a comprehensive line of Astec utility trenchers, vibratory plows, and compact horizontal directional drills;drills and vertical drills for the geo thermal/water well applications; (xii) Carlson Paving Products, Inc., which designs, engineers, manufactures and markets asphalt paver screeds, a commercial paver and a windrow pickup machine; (xiii) Roadtec, Inc., which designs, engineers, manufactures and markets asphalt pavers, material transfer vehicles, milling machines and a line of asphalt reclaiming and soil stabilizing machinery; and (xiv) Peterson Pacific Corp., which designs, engineers, manufactures and markets whole-tree pulpwood chippers, horizontal grinders and blower trucks.  The Company also has a subsidiary in Australia, Astec Australia Pty Ltd, that distributes certain of the Company’s products in the region.


2



The Company's strategy is to be the industry's most cost-efficient producer in each of its product lines, while continuing to develop innovative new products and provide first class service for its customers.  Management believes that the Company is the technological innovator in the markets in which it operates and is well positioned to capitalize on the need to rebuild and enhance roadway and utility infrastructure, and other areas in which it offers products and services, both in the United States and abroad.

2



Segment Reporting

The Company's business units have their own decentralized management teams and offer different products and services.  The business units have been aggregated into four reportable business segments based upon the nature of the product 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 reportable business segments are (i) Asphalt Group, (ii) Aggregate and Mining Group, (iii) Mobile Asphalt Paving Group and (iv) Underground Group.  All remaining companies, including the Company, Astec Insurance Company, Peterson Pacific Corp. and Astec Australia Pty Ltd, as well as federal income tax expenses for all business segments are included in the "Other Business Units" category for reporting.

Financial information in connection with the Company's financial reporting for segments of a business and for geographic areas under Statement of FinancialFASB Accounting Standards (SFAS) No. 131Codification ASC 280 is included in Note 1517 to "Notes to Consolidated Financial Statements - Operations by Industry Segment and Geographic Area," presented in Appendix A of this report.

Asphalt Group

The Asphalt Group segment is made up of three business units: Astec, Inc. ("Astec"), Heatec, Inc. ("Heatec") and CEI Enterprises, Inc. ("CEI").  These business units design, engineer, manufacture and market a complete line of asphalt plants, concrete mixing plants and related components of each, heating and heat transfer processing equipment and storage tanks for the asphalt paving and other non-related industries.

Products

Astec designs, engineers, manufactures and markets a complete line of portable, stationary and relocatable hot-mix asphalt plants and related components under the ASTEC® trademark.  In January 2009, Astec, Inc. introducedtrademark as well as a new line of concrete mixing plants.plants introduced by Astec, Inc. in 2009.  An asphalt mixing plant typically consists of heating and storage equipment for liquid asphalt (manufactured by CEI or Heatec); cold feed bins for blending aggregates; a counter-flow continuous type unit (Astec Double Barrel) for drying, heating and mixing; a baghouse composed of air filters and other pollution control devices; hot storage bins or silos for temporary storage of hot-mix asphalt; and a control house.  Astec introduced the concept of high plant portability in 1979.  Its current generation of portable asphalt plants is marketed as the Six PackTM and consists of six or more portable components, which can be disassembled, moved to the construction site and reassembled, thereby reducing relocation expenses.  High plant portability represents an industry innovation developed and successfully marketed by Astec.  Astec's enhanced version of the Six PackTMknown as the Turbo Six PackTM, is a highly portable plant which is especially useful in less populated areas where plants must be moved from job-to-job and can be disassembled and erected without the use of cranes.

3



Astec recently developed a Double Barrel Green System (patent pending), which allows the asphalt mix to be prepared and placed at lower temperatures than conventional systems and operates with a substantial reduction in smoke emissions during paving and load-out.  Previous technologies for warm mix production rely on expensive additives, procedures and/or special asphalt cement delivery systems that add significant costs to the cost per ton of mix.  The Company’s new Astec Multi-nozzle Devicemulti-nozzle device eliminates the need for the expensive additives by mixing a small amount of water and asphalt cement together to create microscopic bubbles that reduces the viscosity of the asphalt mix coating on the rock, thereby allowing the mix to be handled and worked at lower temperatures.

3



The components in Astec's asphalt mixing plants are fully automated and use both microprocessor-based and programmable logic control systems for efficient operation.  The plants are manufactured to meet or exceed federal and state clean air standards.  Astec also builds batch type asphalt plants and has developed specialized asphalt recycling equipment for use with its hot-mix asphalt plants.

Astec’s concrete production equipment is designed to be easy to operate and maintain.  Materials are managed with continuous blending using belt scales and variable frequency conveyor drives.  Shaft-driven mixers with high-torque folding action deliver a uniform concrete mix.  Astec’s tower plants, designed as modular configurations for either dry or wet arrangements, provide an exciting new alternative in vertical stationary concrete plants.

Heatec designs, engineers, manufactures and markets a variety of thermal fluid heaters, process heaters, waste heat recovery equipment, liquid storage systems and polymer and rubber blending systems under the HEATEC® trademark.  For the construction industry, Heatec manufactures a complete line of asphalt heating and storage equipment to serve the hot-mix asphalt industry and water heaters for concrete plants.  In addition, Heatec builds a wide variety of industrial heaters to fit a broad range of applications, including heating equipment for marine vessels, roofing material plants, refineries, oil sands, energy related processing, chemical processing, rubber plants and the agribusiness.  Heatec has the technical staff to custom design heating systems and has systems operating as large as 50,000,000 BTU's per hour.

CEI designs, engineers, manufactures and markets thermal fluid heaters, storage tanks, hot-mix asphalt plants, rubberized asphalt and polymer blending systems under the CEI® trademark.  CEI designs and builds heaters with outputs up to 6,300,000 BTU’s per hour and portable, vertical, and stationary storage tanks up to 40,000 gallons in capacity.  CEI’s hot-mix plants are built for domestic and international use and employ parallel and counter flow designs with capacities up to 180 tons per hours.hour.  CEI is a leading supplier of crumb rubber blending plants in the U.S.

Marketing

Astec markets its hot-mix asphalt products both domestically and internationally.  Dillman Equipment, Inc., a manufacturer of asphalt production equipment in PrairePrairie du Chien, WIWisconsin was acquired by Astec Inc. in October 2008 and now operates as a division of Astec, Inc.Astec.  The Dillman line of equipment is offered to the market as an addition to the Astec product line.  The principal purchasers of asphalt and related equipment are highway contractors.   Asphalt equipment, including Dillman products, are sold directly to the customers through Astec's domestic and international sales departments, although independent agents are also used to market asphalt plants and their components in international markets.

Heatec and CEI equipment is marketed through both direct sales and dealer sales.  Manufacturers' representatives sell heating products for applications in industries other than the asphalt industry.  CEI equipment is marketed through both direct and dealer sales.

In total, the products of the Asphalt Group segment are marketed by approximately 4851 direct sales employees, 19 domestic independent distributors and 32 international independent distributors.

4



Raw Materials

Raw materials used in the manufacture of products include carbon steel and various types of alloy steel, which are normally purchased from distributors.  Raw materials for manufacturing are normally readily available.  Most steel is delivered on a "just-in-time" arrangement from the supplier to reduce inventory requirements at the manufacturing facilities, but some steel is bought and occasionally inventoried.

4



Competition

This industry segment faces strong competition in price, service and product performance and competes with both large publicly-held companies with resources significantly greater than those of the Company and with various smaller manufacturers. Domestic hot-mix asphalt plant competitors include Terex Corporation, Gencor Industries, Inc., ADM and Almix.  In the international market the hot-mix asphalt plant competitors include Ammann, Parker, CitfaliCifali, Speco and SpecoIndicate.local manufacturers.  The market for the Company's heat transfer equipment is diverse because of the multiple applications for such equipment.  Competitors for the construction product line of heating equipment include, among others, Gencor Industries, Inc., American Heating, Pearson Heating Systems, F&C and Meeker. Competitors for the industrial product line of heating equipment include New Point Thermal, Fulton Thermal Corporation, Vapor Power International, NATCO, Broach and TFS, among others.

Employees

At December 31, 2008,2009, the Asphalt Group segment employed 1,1351,051 individuals, of which 855757 were engaged in manufacturing, 125119 in engineering and 155175 in selling, general and administrative functions.

Backlog

The backlog for the hot-mix asphalt and heat transfer equipmentAsphalt Group at December 31, 20082009 and 20072008 was approximately $106,223,000$75,591,000 and $133,358,000,$106,223,000, respectively. Management expects all current backlogs to be filled in 2009.2010.

Aggregate and Mining Group

The Company's Aggregate and Mining Group is comprised of six business units focused on the aggregate, metallic mining and recycling markets.  These business units achieve their strength by distributing products into niche markets and drawing on the advantages of brand recognition in the global market.  These business units are Telsmith, Inc. ("Telsmith"), Kolberg-Pioneer, Inc. ("KPI"), Astec Mobile Screens, Inc. ("AMS"), Johnson Crushers International, Inc. ("JCI"), Breaker Technology Ltd/Breaker Technology, Inc. ("BTI") and Osborn Engineered Products SA (Pty) Ltd ("Osborn").

Products

Founded in 1906, Telsmith is the oldest subsidiary of the group.  The primary markets served under the TELSMITH® trade name are the aggregate and metallic mining industries.

Telsmith’s core products are jaw, cone and impact crushers as well as vibrating feeders, inclined and horizontal screens. Telsmith also provides consulting and engineering services to provide complete “turnkey” processing systems. Both portable and modular plant systems are available in production ranges from 300 tph up to 1500 tph.

Recent additions to the Telsmith product lines areline include the Quarry-Trax®QuarryTrax TI6060 track mobile primary impact crushing plantsplant and several hydraulically controlledthe HydraJaw H2550 hydraulic clearing jaw crushers.crusher  These products both incorporate features thatadvanced hydraulic systems with PLC controls to enhance the operator’s ability to safely operate and maintain the equipment and optimize productivity.with lower operating costs.

5



Telsmith maintains an ISO 9001:20002008 certification, an internationally recognized standard of quality assurance. In addition, Telsmith has achieved CE designation (a standard for quality assurance and safety) on its jaw crusher, cone crusher and vibrating screen products marketed into European Union countries.

5



KPI designs, engineers, manufactures and supports a complete line of aggregate processing equipment for the sand and gravel, mining, quarrying, concrete and asphalt recycling markets under the Pioneer® and Kolberg® product brand names. This equipment, along with the full line of portable and stationary aggregate and ore processing products from JCI and the related screen products from AMS, are all jointly marketed through an extensive network of KPI-JCI dealers.

Pioneer® products include a complete line of primary, secondary, tertiary and quaternary crushers, including jaws, horizontal shaft impact,impactor, vertical shaft impactimpactor and roll crushers. KPI rock crushers are used by mining, quarrying and sand and gravel producers to crush oversized aggregate to salable size, in addition to their use for recycled concrete and asphalt. Equipment furnished by Pioneer® can be purchased as individual components, as portable plants for flexibility or as completely engineered systems for both portable and stationary applications. Included in the portable area is a highly-portable Fast Pack® System, featuring quick setup and teardown, thereby maximizing production time and minimizing downtime. Also included in the portable Pioneer® line are the fully self-contained and self-propelled Fast Trax® Track-Mounted-Jaw and HSI Crushers in fivesix different models, which are ideal for either recycle or hard rock applications, allowing the producer to move the equipment to the material.

Kolberg® sand classifying and washing equipment is relied upon to clean, separate and re-blend deposits to meet the size specifications for critical applications. The Kolberg® product line includes fine and coarse material washers, log washers, blade mills and sand classifying tanks. Screening plants are available in both stationary and highly portable models, and are complemented by a full line of radial stacking and overland belt conveyors.

Kolberg® conveying equipment, including telescopic conveyers, is designed to move or store aggregate and other bulk materials in radial cone-shaped or windrow stockpiles. The Wizard Touch automated controls are designed to add efficiency and accuracy to whatever the stockpile specifications require.

Recent additions to the KPI product line include (i) the 2148-50LP Low Pro drive-over unloaders which offer a three foot low profile to deliver the convenience, efficiency, ease-of-use and environmentally friendly characteristics many customers prefer while reducing set-up time by requiring smaller earthen ramps thereby cutting customers labor needs and fuel costs; (ii) the 33-48150 Extendable Superstackers which are capable of creating custom-shaped, partially or fully desegregated stockpiles to fit maximum material in minimum space; (iii) a series of Vanguard Plus Jaw crushers which represent the latest in jaw crusher technology designed to deliver up to 25% more tons per hour than other comparable crushers; (iv) the RS series machines which are streamlined versions of our other jaw crusher and washing plants designed especially for the needs of our rental customers.

Founded in 1995, JCI is one of the youngest subsidiaries in the group.  JCI designs, engineers, manufactures and distributes portable and stationary aggregate and ore processing equipment. This equipment is used in the aggregate, mining and recycle industries. JCI's principal products are cone crushers, three-shaft horizontal screens, portable plants, track-mounted plants and replacement parts for competitive equipment. JCI offers completely re-manufactured cone crushers and screens from its service repair facility.

6



JCI® cone crushers are used primarily in secondary and tertiary crushing applications, and come in both remotely adjusted and manual models. Horizontal screens are low-profile machines for use primarily in portable applications. They are used to separate aggregate materials by sizes. The Combo® screen features an inclined feed section with flat discharge section and utilizes the oval stroke impulse mechanism, and offers increased capacity particularly in scalping applicationapplications where removal of fines is desired.

Portable plants combine various configurations of cone crushers, horizontal screens, Combo® screens, and conveyors mounted on tow-away chassis. Because transportation costs are high, producers use portable equipment to operate nearer to their job sites. Portable plants allow the aggregate producers to quickly and efficiently move their equipment from one location to another. JCI and KPI market a portable rock crushing plant appropriately named the Fast Pack®. This complete portable plant is self-erecting with production capability in excess of 500 tons per hour and can be reassembled and ready for production in under four hours, making it one of the industry's most mobile and cost-effective high-capacity crushing systems. The Fast Pack® design reduces operating costs as much as 30%, compared to traditional plant designs, and the user-friendly controls provide a safer work environment for the user.  During 2009, JCI continued to refine all configurations of the Fast Pack® which we consider the most mobile and cost-effective high capacity crushing system ever conceived.

JCI mounts its screens and cone crushers on self-contained track mounted units marketed under the name Fast Trax®. JCI co-markets the Fast Trax® with KPI.  These units are self-contained and easily transported to where the work is. Key features were recently added to the FT6203 Fast Trax platform including a windrow conveyor package and a hydraulic erecting grizzly section for rejecting oversized material. This product fits nicely into JCI’s distribution channel as many sales start as short-term rentals.  All products sold by KPI or JCI carry the maincombined branding logo of KPI-JCI.

6Recent additions to the JCI product line include a single unit crushing and screening plant marketed as the 2036/120/5163CC which has both primary and secondary crushers operating in a closed circuit to process 200 tons per hour.



AMS located in Sterling, Illinois, develops,designs, engineers, manufactures and markets mobile screening plants, portable and stationary screen structures and vibrating screens designed for the recycle, crushed stone, sand and gravel, industrial and general construction industries. These screening plants include the AMS Vari-Vibe and Duo-Vibe high frequency screens. The AMS high frequency screens are used for chip sizing, sand removal and sizing recycled asphalt where conventional screens are not ideally suited.

During 2008, AMS recently expanded the mobile screening plant familyproduct line with the introduction of the DirectFeed 2516TFT 3620 Fold n Go which is a heavy dutytriple deck screening plant for processing larger materials.material.  AMS also continued its development of high frequency screen boxes with the focus on increased production and performance in fine screening applications.  These new products are primarily marketed to the crushed stone, recycle, sand &and gravel and general construction industries.

BTI maintains an ISO:2000 certification, an internationally recognized standard of quality assurance.  BTI designs, engineers, manufactures and markets hydraulic rock breaker systems for the aggregate, mining and recycling industries. BTI also designs, engineers and manufactures a complete line of four-wheel drive articulated utility vehicles for underground mines and quarries. Complementing its DS Series of scaling vehicles is a BTI scaling vehicle.  BTI's product line now includes an effective and innovative vibratory pick scaling attachment.

In addition to the quarry and mining industries, BTI designs, engineers, manufactures and markets a complete line of hydraulic breakers, compactors and demolition attachments for the North American construction and demolition markets.  In addition to the hydraulic demolition attachments, two mechanical pulverizers are under development.  These attachments are designed to fit a variety of equipment including excavators, backhoe loaders, wheel loaders and skid steer loaders.

7



BTI recently acquired pelletizing technology from Industrial Mechanical & Integration.  A new division has been formed within BTI which will manufacture and market pelletizers to a large diversified market.  The pelletizer product also opens the door for developing multi-million dollar complete densification plants.

BTI offers an extensive aftermarket sales and service program through a highly qualified and trained dealer network.

Osborn maintains  ISO:9000; 14000 and 18000 certifications for quality assurance and designs, engineers, manufactures and markets a complete line of bulk material handling and minerals processing plant and equipment. This equipment is used in the aggregate, mineral mining, metallic miningmetallurgical and recycling industries. Osborn has been a licensee of Telsmith's technology for over 5060 years. In addition to Telsmith, Osborn also manufactures under license of American Pulverizer (USA), IFE (Austria) and Mogensen (UK) and has an in-house brand, Hadfields. Osborn also offers the following equipment: double-toggle jaw crushers, rotary breakers, roll crushers, rolling ring crushers, mills, out-of-balance or exciter-driven screens and feeders, conveyors, portable track-mounted or fixedskid mounted crushing and screening plants conveyor systems, and a full range of idlers.

Marketing

Aggregate processing and mining equipment is marketed by approximately 7584 direct sales employees, 122136 domestic independent domestic distributors and 71110 international independent international distributors.  The principal purchasers of aggregate processing equipment include highway and heavy equipment contractors, open mine operators, quarry operators and foreign and domestic governmental agencies.

Raw Materials

Raw materials used in the manufacture of products include carbon steel and various types of alloy steel, which are normally purchased from distributors.  Raw materials for manufacturing are normally readily available.  BTI purchases hydraulic breakers under purchasing arrangements with a Japanese and a Korean supplier.  The Japanese and Korean suppliers have sufficient capacity to meet the Company's anticipated demand; however, alternative suppliers exist for these components should any supply disruptions occur.

7



Competition

The Aggregate and Mining Group faces strong competition in price, service and product performance. Aggregate processing and mining equipment competitors include Metso (Nordberg); Sandvik (formerly Svedala Industry AB), Extec, Fintec; Rammer, subsidiaries of Terex Corporation (Cedarapids, Powerscreen, Finlay B-L and Pegson)BL-Pegson), Deister; Eagle Iron Works, McLanahan, McCloskey, Allied Construction Products, Ohio Central Steel, Superior Industries, Joy Global Machinery, Lippmann, Equipos Minera, Normet, Gia, Atlas CopcoAtlas-Copco, Eagle Crushers, FLSmidth, Masaba and other smaller manufacturers, both domestic and international.

Employees

At December 31, 2008,2009, the Aggregate and Mining Group segment employed 1,6191,186 individuals, of which 1,187807 were engaged in manufacturing, 123107 in engineering and engineering support functions, and 309272 in selling, general and administrative functions.

Telsmith has a labor agreement covering approximately 195139 manufacturing employees which expires on September 18, 2010.  None of Telsmith's other employees are covered by a collective bargaining agreement.

Approximately 145125 of Osborn's manufacturing employees are members of three national labor unions with agreements that expire on June 30, 2011.

8



Backlog

At December 31, 20082009 and 2007,2008, the backlog for the Aggregate and Mining Group was approximately $65,340,000$47,793,000 and $113,031,000,$65,340,000, respectively.  Management expects mostall current backlogs to be filled in 2009.2010.

Mobile Asphalt Paving Group

The Mobile Asphalt Paving Group is comprised of Roadtec, Inc. ("Roadtec") and Carlson Paving Products, Inc. ("Carlson").  Roadtec designs, engineers, manufactures and markets asphalt pavers, material transfer vehicles, milling machines and a line of asphalt reclaiming and soil stabilizing machinery.  Carlson designs, engineers and manufactures asphalt paver screeds that attach to the asphalt paver to control the width and depth of the asphalt as it is applied to the roadbed.  Carlson also manufactures Windrow pickup machines which transfer hot mix asphalt from the road bed into the paver's hopper and a newheavy duty commercial class 8 ft. asphalt paver developed in 2008.designed for parking lots, residential and other secondary roads.

Products

Roadtec's Shuttle Buggy® is a mobile, self-propelled material transfer vehicle which allows continuous paving by separating truck unloading from the paving process while remixing the asphalt.  A typical asphalt paver must stop paving to permit truck unloading of asphalt mix.  By permitting continuous paving, the Shuttle Buggy® allows the asphalt paver to produce a smoother road surface, while reducing the time required to pave the road surface.surface and reducing the number of haul trucks required.  As a result of the pavement smoothness achieved with this machine, certain states now require the use of the Shuttle Buggy®.  Studies using infrared technology have revealed problems caused by differential cooling of the hot-mix during hauling.  The Shuttle Buggy® remixes the material to a uniform temperature and gradation, thus eliminating these problems.

Asphalt pavers are used in the application of hot-mix asphalt to the road surface.  Roadtec pavers have been designed to minimize maintenance costs while exceeding road surface smoothness requirements.  Roadtec also manufactures a paver model designed for use with the material transfer vehicle described above, which is designed to carry and spray tack coat directly in front of the hot mix asphalt in a single process.

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Roadtec manufactures milling machines designed to remove old asphalt from the road surface before new asphalt mix is applied.  Roadtec's milling machine lines, for larger jobs, are manufactured with a simplified control system, wide conveyors, direct drives and a wide range of horsepower and cutting capabilities to provide versatility in product application.  In addition to its larger half-lane and up highway class milling machines, Roadtec also manufactures a smaller, utility class machine for 2 ft. to 4ft. cutting widths.  Additional upgrades and options are available from Roadtec to enhance its products and their capabilities.

Roadtec’s 700 hp soil stabilizer, which also doubles as an asphalt reclaiming machine for road rehabilitation, stabilizes the sub-grade with additives to provide an improved base on which to pave.  The existing road materials are pulverized and remixed with additives to prepare the surface so the new combined asphalt mix can be applied.  Roadtec’s engineering staff is currently developing the second and third smaller, lower horsepower machinemachines in this class that isare expected to be introduced in 20092010.  The third machine will be geared to the European and Australian markets that require a machine with a third machine to be introduced thereafter.strict 2.5M haul width.

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Carlson's patented screeds are part of the asphalt paving machine that lays asphalt on the roadbed at a desired thickness and width, while smoothing and compacting the surface.  Carlson screeds can be configured to fit many types of asphalt paving machines.  A Carlson screed uses a hydraulic powered generator to electrify elements that heat a screed plate so that asphalt will not stick to it while paving.  The generator is also available to power tools or lights for night paving.  Carlson offers options which allow extended paving widths and the addition of a curb on the road edge.  In 2008, Carlson recently introduced the CP 90 commercial class 8 ft. paver which fills the void between competitors commercial pavers, which tend to be lighter and less robust machines, and Roadtec’s highway class paver line.

Marketing

The Mobile Asphalt Paving Group equipment is marketed both domestically and internationally to highway and heavy equipment contractors, utility contractors and foreign and domestic governmental agencies. Mobile construction equipment and factory authorized machine rebuild services are marketed both directly and through dealers.  This segment employs 2931 direct sales staff, 3233 domestic independent distributors and 28 foreign29 international independent distributors.

Raw Materials

Raw materials used in the manufacture of products include carbon steel and various types of alloy steel, which are normally purchased from distributors and other sources.  Raw materials for manufacturing are normally readily available.  Most steel is delivered on a "just-in-time" arrangement from the suppliersuppliers to reduce inventory requirements at the manufacturing facilities, but some steel is bought and occasionally inventoried.  Components used in the manufacturing process include engines, gearboxes, power transmissions and electronic systems.

Competition

The Mobile Asphalt Paving Group faces strong competition in price, service and performance.  Paving equipment and screed competitors include Caterpillar Paving Products, Inc., a subsidiary of Caterpillar, Inc., Volvo Construction Equipment, CMI Corporation, a subsidiary of Terex Corporation, Vogele America, a subsidiary of Wirtgen America, Dynapac, a subsidiary of Atlas-Copco and Dynapac.Lee Boy.  The segment's milling machine equipment competitors include Wirtgen, America, Inc., CMI, Corporation, a subsidiary of Terex Corporation, Caterpillar, Inc.,Bomag, Dynapac and Bomag Americas.Volvo.

Employees

At December 31, 2008,2009, the Mobile Asphalt Paving Group segment employed 441431 individuals, of which 292279 were engaged in manufacturing, 3132 in engineering and engineering support functions, and 118120 in selling, general and administrative functions.

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Backlog

The backlog for the Mobile Asphalt Paving Group segment at December 31, 20082009 and 20072008 was approximately $2,855,000$3,609,000 and $12,142,000,$2,855,000, respectively. Management expects all current backlogs to be filled in 2009.2010. This segment typically operates with a smaller backlog in relation to sales than the Company’s other segments as many customers expect immediate delivery due to the types of products being sold and the lead times typically available on competitors’ equipment sold through dealers.

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Underground Group

The Underground Group consists of two manufacturing companies, Astec Underground, Inc. ("Astec Underground"), previously named Trencor, Inc., and American Augers, Inc. ("American Augers").  These two business units design, engineer and manufacture a complete line of underground construction equipment and related accessories.  Astec Underground produces heavy-duty Trencor trenchers and the Astec line of utility trenchers, vibratory plows, and compact horizontal directional drills.drills and recently added vertical drills for geothermal/water well applications to its product line.  American Augers manufactures maxi drills and auger boring machines, and the down-hole tooling to support these units for the underground construction market.  American Augers also manufacturers large vertical drills for the oil and natural gas industry.

Products

Astec Underground produces 128 heavy duty trencher models, 2 vertical drills, 14 utility trencher models and 45 compact horizontal directional drills at its Loudon, Tennessee facility.drills.  American Augers manufactures 1921 models of trenchless equipment at its West Salem, Ohio location.equipment.  In addition to these product models, each factory produces numerous attachments and tools for the equipment.

Astec branded products include trenchers and vibratory plows from 13 to 250 horsepower, and horizontal directional drill (HDD) models with pullback ratings from 6,000 to 100,000 pounds.  These are sold and serviced through a network of 56 dealers that operate 100 locations worldwide.

Trencor® heavy-duty trenchers are among the most powerful in the world.  They have the ability to cut a trench 35 feet deep and 8 feet wide through solid rock in a single pass.  Utilizing a unique mechanical power train, Trencor machines are used to trench pipelines, lay fiber optic cable, cut irrigation ditches, insert highway drainage materials, and more.   Astec Underground also makes foundation trenchers that are used in areas where drilling and blasting are prohibited.  Astec Underground manufactures a side-cutting rock saw, which permits trenching alongside vertical objects like fences, guardrails, and rock wallwalls in mountainous terrain. The rock saw is used for laying water and gas lines, fiber optic cable, and constructing highway drainage systems, among other uses.  Astec Underground’s Surface Miner is a maneuverable 1,650-horsepower miner that can cut through rock 10 feet wide and up to 26 inches deep in a single pass.  When equipped with a GPS unit and its automatic grade and slope system, the Surface Miner allows road construction contractors to match the exact specifications of a survey plan.

Four Road Miner® models are available with an attachment that allows them to cut a path up to 13½ feet wide and 5 feet deep on a single pass.  The Road Miner® has applications in the road construction industry and in mining and aggregate processing operations.

Astec Underground introduced the EarthPro® Geothermal Drill in 2009.  The drill features a heavy-duty mast with a dual rack and pinion drive system as well as an automated rod loading system, a tethered two speed ground drive system and dual multi-function joystick controls.  The Earth Pro® offers increased productivity in a drill/trip out application due to its pull up / pull down capacity, three speed drive motors, and the ability to be ran by one operator versus the usual three person operation.

American Augers designs, engineers, designs, manufactures and markets a wide range of trenchless and vertical drilling equipment.  Today, American Augers is one of the largest manufacturers of auger boring machines in the world, designing and engineering state of the art boring machines, vertical rigs, directional drills and fluid/mud systems used in the underground construction or trenchless market.  The company has one of the broadest product lines in the industry. It serves global customers in the sewer, power, fiber-optic telecommunication, electric, oil and gas and water industries throughout the world.

 
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In 2009 American Augers introduced the new VR-500 vertical drilling rig for use inMCR-10,000, its highest ever cleaning capacity Drilling Fluid Cleaning and Recycling system.  The MCR-10,000 maximizes cleaning capacity and screening area, utilizing three first cut shakers (minimizing contaminants entering the oilsystem) and gas industry in 2008. The VR-500 utilizes a rack and pinion carriagetwo final cut shakers (operating under four Krebs gMAX hydro cyclones).  This high volume, rock-over design which is a recently developed technology that was typically not foundperfect match with American Auger’s large directional drills and P-750 Mud Pump.  American Augers also introduced the 84/96-1800 NG boring machine in previously existing methods2009.  The 84-96-1800NG is the largest and most powerful horizontal auger boring machine on the market today.  This fast return system provides up to 20,000 pounds of oil and gas exploration. For drillers, the VR-500 provides superior bit load from initial surface contact throughout the entire drilling operation and gives the operators the ability to immediately start a horizontal curve after surface penetration resulting in greater access to shallow product formations.  These formations are typically off limits when using most current conventional vertical drilling techniques. The VR-500 also emphasizes safety, as it eliminates many traditional drilling components, and it requires less man power to operate than most rigs.push/pull at high speed, eliminating dogging or winching during retract.

Marketing

Astec Underground distributes its Trencor®and Earth Pro® brands using a combined sales force with American Augers market theircomprised of 6 domestic and 6 international sales associates.  Astec Underground markets its utility products domestically through direct sales representatives and a dealer network as well as internationally through directserviced by 5 utility and 5 parts sales independent dealers and sales agents.associates.  This segment employs 40a total of 18 direct sales staff, 3337 domestic independent distributors and 37 foreign21 international independent distributors.

Raw Materials

Astec Underground and American Augers maintain excellent relationships with suppliers and have experienced minimal turnover.  The purchasing group has developed partnering relationships with many of the company's key vendors to improve "just-in-time" delivery when feasible and thus lower inventory, butinventory; however, some steel is bought and occasionally inventoried.  Steel is the predominant raw material used to manufacture the products of the Underground Group, and is normally readily available.  Components used in the manufacturing process include engines, hydraulic pumps and motors, gearboxes, power transmissions and electronicselectronic systems.

Competition

The Underground Group segment faces strong competition in price, service and product performance and competes with both large publically held companies with resources significantly greater than those of the Company and with various smaller manufacturers.  Competition for trenching, excavating, auger boring, vertical and directional drilling and fluid/mud equipment includes Charles Machine Works (Ditch Witch), Tesmec, Vermeer, Atlas-Copco, Schramm, Prime Drilling GmbH, The Robins Company, Herrenknecht, AG and other smaller custom manufacturers.

Employees

At December 31, 2008,2009, the Underground Group segment employed 508256 individuals, of which 358174 were engaged in manufacturing, 5236 in engineering and 9846 in selling, general and administrative functions.

Backlog

The backlog for the Underground Group segment at December 31, 20082009 and 20072008 was approximately $12,118,000$1,898,000 and $13,347,000,$12,118,000, respectively.  Management expects all current backlogs to be filled in 2009.2010.

 
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Other Business Units

This category consists of the Company's business units that do not meet the requirements for separate disclosure as an operating segment.  At December 31, 2008,2009, these other operating units included  Peterson Pacific Corp. (“Peterson”), Astec Australia Pty Ltd (“Astec Australia”), Astec Insurance Company and the Company.  Peterson designs, engineers, manufactures and distributes whole-tree pulpwood chippers, horizontal grinders and blower trucks.  Astec Australia was formed to acquire certainin October 2008 and is the sole distributor of many of the assets of Q-Pave Pty Ltd (“Q-Pave”)company’s product lines in October 2008.Australia and New Zealand.   Astec Australia sells, installs, services and provides parts support for certainmany of the products produced by the Company’s Asphalt, Mobile Asphalt Paving and Underground groups.groups and most recently the Aggregate and Mining Group.

Products

The primary markets served by Peterson are the waste wood grinding, chipping and blower truck markets. Peterson produces two models of whole-tree pulpwood chippers ranging from 765 to 1200 horsepower, one flail debarker, eightone drum chipper, nine models of horizontal grinders, and two models of blower trucks and self contained blower trailers ranging from 45 to 90 cubic yards.

Peterson introduced twothree new products in 2008,2009, a 1200 HP765 hp drum chipper for the biomass fuel chip market, a 2700C trailer version of the 6700B grinder and a 2710C track grinder that is a 475 to 580 hp machine designed for lower volume grinder needs. The upgraded 500needs and a DS6162 track mounted, 130 hp mobile flail chipper released at the end of 2007 helped to more than double prior years sales for that product line.deck screen manufactured by JCI.  Peterson offers its horizontal grinders in four size ranges to fit any application:  475 to 580 hp, 700 to 765 hp, 950 to 1050 hp and 1050 to 1200 hp.  Each size range isMost grinders are also available in a trailer mount and track versionversions with diesel engine or electric power options.  The electric power option is now frequently requested by stationary application users.

Since its inception, Astec Australia sells relocatable and portable asphalt plants and components produced by Astec, Heatec and CEI, asphalt paving equipment and components produced by Roadtec and Carlson as well as trenching equipment produced by Astec Underground.  In 2009, Astec Australia added equipment manufactured by the Company’s Aggregate & Mining Group to its product offerings.  In addition to selling this equipment, Astec Australia will also install, serviceinstalls, services and provideprovides spare parts support for the equipment.  We expect Astec Australia to add products from the Company’s Aggregate & Mining group toequipment it sells and for other equipment its sales portfolio beginningcustomers carry in 2009.their fleets.

Marketing

Peterson markets its machines and spare parts both domestically and internationally in the waste, wood grinding, chipping and blower truck industries.  Its line of blower trucks serveserves the mulch compost and erosion control markets.  Domestic sales are accomplished through a combination of 913 domestic independent domestic distributors and 10 direct sales employees. International sales are through 8 independent distributors plus direct sales to customers. The principle purchasers of Peterson products are independent contractors in the waste wood grinding, chipping and blower truck businesses. Municipal governments are also customers for waste wood grinders.

The business now operated as Astec Australia which began 12 years ago as Q-Pave, has builthistorically enjoyed its success by partneringstrong partnerships with key large corporate customers but has expanded its customer base by actively marketing products and services to a broader range of customers.  Astec Australia plans to focus on growing its existing business operations and developing new businessby identifying areas of competitive advantage.  Management believes that these opportunities whichwill have a direct exposure to infrastructure development.development, particularly in aggregate and mining sectors.  The gradual addition of several new Astecadditional Company product lines will allow Astec Australia to access market segments not previously serviced by Q-Pave.serviced.  Management believes that Astec Australia has the organizational structure (construction,(sales professionals, construction personnel, service technicians and maintenanceadministrative personnel) and operating systems in place– which are well established – that will allow the business to penetratecontinue to grow and expand the number of business locations, sales volume, product offerings and geographical dispersion of equipment sold.  Australia and New Zealand markets with this expanded product line.are expected to remain the company’s key markets; however, opportunities in other areas of the Pacific Rim and in Southeast Asia will also be pursued.

 
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Raw Materials

Raw materials used in the manufacture of products include carbon steel and various types of alloy steel, which are normally purchased from distributors and other sources.  Raw materials for manufacturing are normally readily available.  Most steel is delivered on a "just-in-time" arrangement from the supplier to reduce inventory requirements at the manufacturing facilities, but some steel is bought and occasionally inventoried.  Purchased components used in the manufacturing process include engines, gearboxes, power transmissions and electronic control systems.

Competition

Peterson has strong competitors based on product performance, price and service. The principal competitors in North America for high speed grinders are Morbark, Vermeer, Bandit, Diamond Z and CBI with other smaller competitors. Internationally, Doppstadt, Jenz and other smaller companies compete in the grinder segment. Mobile chipper competitors include Morbark, Precision, Doppstadt and other smaller companies. The principal competitors in the blower truck business are Finn and Express Blower (a division of Finn).

Astec Australia’s competitors in each product line are typically the same companies that compete with the Company in other locations.  Competitors for asphalt plant andplants, mobile asphalt equipment, underground equipment and aggregate and mining equipment are allprimarily overseas manufacturers and consequently theywho are therefore subject to the same importing issues as Astec Australia.  The price impact of competition (European product versus American versus Asian) is dependent primarily on the relationship between the US dollar and the Euro exchange rate as compared to the Australian dollar.

Employees

At December 31, 2008,2009, the Other Business Units segment employed 270213 individuals of which 208156 were employed by Peterson and 2122 were employed by Astec Australia.  Peterson has 12889 employees engaged in manufacturing, 2117 in engineering and 5950 in selling and general and administrative functions.  Astec Australia has 10 employees engaged in service and installation work and 1112 in selling and general and administrative functions.  The remaining 4135 employees are engaged in general and administrative functions at the parent company.

Backlog

The backlog for the Other Business Units segment, all of which is attributable to Peterson and Astec Australia, at December 31, 20082009 and 20072008 was approximately $6,780,000$6,199,000 and $9,045,000,$6,780,000, respectively.  Management expects all current backlogs to be filled in 2009.2010.


Common to All Operating Segments

Although the Company has four reportable business segments, the following information applies to all operating segments of the Company.

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Raw Materials

Steel is a major component in the Company’s equipment. SteelEarly in 2009 steel prices retracted somewhat during 2005 and 2006declined significantly from record highs during 2004 but returned to historically high 2008 levels during 2008.  Steel prices increased significantlyand remained relatively flat during the first eight10 months of 2008,2009. Beginning in November 2009, market prices for most steel products rose modestly due to shortages in the scrap steel market. The Company was able to offset the majority of these increases with existing steel contracts and advanced steel purchases. The increases have continued into 2010 and we expect market prices to rise moderately as U.S. scrap availability shows no sign of improving during the Company increased sales prices duringfirst quarter of 2010. Most of this impact will continue to be mitigated in the first half of 20082010 by our current steel purchasing contracts which allow us to offset these rising steel costs.  Late inavoid much of the third quartermarket volatility. The Company will be reviewing the situation as we progress toward the second half of 2008, steel prices began to retreat from their 2008 highs. Steel2010 and establishing future contract pricing declined sharply in the fourth quarter of 2008.  We expect fourth quarter pricing to continue through the first quarter of 2009 and pricing levels throughout 2009 to remain well below the peak levels reached in the third quarter of 2008.  However, moderate increases are possible during 2009 due to reduced mill output and reductions in automotive and appliance output which reduce the amount of high quality scrap, a prime input factor for steel pricing.accordingly.

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Government Regulations

The Company is subject to various laws and governmental regulations concerning environmental matters and employee safety and health in the United States and other countries.  The Environmental Protection Agency, OSHA, other federal agencies and certain state agencies have the authority to promulgate regulations that have an effect on the Company’s operations.  Many of these federal and state agencies may seek fines and penalties for violations of these laws and regulations.  The Company has been able to operate under these laws and regulations without any materially adverse effect on its business.

None of the Company's operating segments operate within highly regulated industries.  However, air pollution control equipment manufactured by the Company, principally for hot-mix asphalt plants, must comply with certain performance standards promulgated by the federal Environmental Protection Agency under the Clean Air Act applicable to "new sources" or new plants.  Management believes that the Company's products meet all material requirements of such regulations and of applicable state pollution standards and environmental protection laws.

In addition, due to the size and weight of certain equipment the Company manufactures, the Company and its customers may encounter conflicting state regulations on maximum weights transportable on highways.  Also, some states have regulations governing the operation of asphalt mixing plants and most states have regulations relating to the accuracy of weights and measures, which affect some of the control systems manufactured by the Company.

Compliance with these government regulations has no material effect on capital expenditures, earnings, or the Company's competitive position within the market.

Employees

At December 31, 2008,2009, the Company and its subsidiaries employed 3,9733,137 individuals, of which 2,8302,116 were engaged in manufacturing, 352311 in engineering, including support staff, and 791710 in selling, administrative and management functions.

Other than the Telsmith and Osborn labor agreements described under the Employee subsection of the AsphaltAggregate and Mining Group, there are no other collective bargaining agreements applicable to the Company.  The Company considers its employee relations to be good.

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Manufacturing

The Company manufactures many of the component parts and related equipment for its products, while several large components of their products are purchased "ready-for-use".  Such items include engines, axles, tires and hydraulics.  In many cases, the Company designs, engineers and manufactures custom component parts and equipment to meet the particular needs of individual customers.  Manufacturing operations during 20082009 took place at 1718 separate locations.  The Company's manufacturing operations consist primarily of fabricating steel components and the assembly and testing of its products to ensure that the Company achieves quality control standards.

Seminars and Technical Bulletins

The Company periodically conducts technical and service seminars, which are primarily for dealer representatives, contractors, owners, employees and ownersother users of asphalt mixing plants.equipment manufactured by the Company.  In 2008,2009, approximately 450475 representatives of contractors and owners of hot-mix asphalt plants attended seminars held by the Company in Chattanooga, Tennessee.  These seminars, which are taught by Company management and employees, along with select outside speakers and discussion leaders, cover a range of subjects including, but not limited to, technological innovations in the hot-mix asphalt, aggregate processing, paving, milling, and recycling markets.

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The Company also sponsors executive seminars for the management of the customers of Astec, Heatec, CEI and Roadtec.  Primarily, members of the Company's management conduct the various seminars, but outside speakers and discussion leaders are also utilized.

During 2008,2009, service training seminars were also held at the Roadtec facility for approximately 300350 customer representatives and an additional fivesix remote seminars were conducted at other locations throughout the country.  Telsmith conducted 42 technical seminars for approximately 9058 customer and dealer representatives during 20082009 at its facility in Mequon, Wisconsin.  Telsmith alsoOsborn conducted two service training seminars for customers at which 25 customer sites.  Total attendance at these two seminars was approximately 95.personnel attended.  KPI, JCI and AMS jointly conduct an annual dealer event called NDC (National Dealers Conference). The event offers the entire dealer network a preview of future product, marketing and promotional programs to help dealers operate successful businesses. Along with this event, boththe companies provide local, regional and national sales and service dealer training programs throughout the year.

During 2008, Astec Underground hosted 8sales training for its dealers at the ICUEE show in October 2009.  Additional field product training events for trenchers and horizontal drillswas also hosted at the Loudon, Tennessee facility.3 dealer locations during 2009.  Over 5070 people received technical and operational training at these product training events.

In addition to seminars, the Company publishes a number of technical bulletins and information bulletins detailing various technological and business issues relating to the asphalt industry.

Patents and Trademarks

The Company seeks to obtain patents to protect the novel features of its products.  The Company's subsidiaries hold 94101 United States patents and 3936 foreign patents.  There are 5053 United States and foreign patent applications pending.

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The Company and its subsidiaries have approximately 7680 trademarks registered in the United States, including logos for American Augers, Astec, Astec Underground, Carlson Paving, CEI, Heatec, JCI, Peterson Pacific, Roadtec, Telsmith and Trencor, and the names ASTEC, TELSMITH, HEATEC, ROADTEC, TRENCOR, AMERICAN AUGERS, ASTEC, CARLSON, HEATEC, JCI, KOLBERG JCIPIONEER, PETERSON, ROADTEC, TELSMITH and PIONEERTRENCOR as well as a number of other product names.  The Company also has 42 trademarks registered in foreign countries, including Australia, Brazil, Canada, China, France, Germany, Great Britain, India, Italy, Mexico, South Africa, Thailand, Vietnam and the European Union.  The Company and its subsidiaries have 67 United States and foreign trademark applications pending.

Engineering and Product Development

The Company dedicates substantial resources to engineering and product development.  At December 31, 2008,2009, the Company and its subsidiaries had 352311 full-time individuals employed in engineering and design capacities.

Seasonality and Backlog

 Generally, revenues are strongest during the first three quarters of the year with the fourth quarter consistently being the weakest of the quarters. The Company’s revenues did not adhere to this norm in 2009 due to the economic downturn; however we expect future operations to be more typical of historical trends. Operations during the entire year in 20082009 were significantly impacted by the various economic factors discussed in the following paragraphs.

As of December 31, 2008,2009, the Company had a backlog for delivery of products at certain dates in the future of approximately $193,316,000.$135,090,000.  At December 31, 2007,2008, the total backlog was approximately $280,923,000.$193,316,000.  The Company's contracts reflected in the backlog are not, by their terms, subject to termination.  Management believes that the Company is in substantial compliance with all manufacturing and delivery timetables.

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Competition

Each business segment operates in domestic markets that are highly competitive regarding price, service and product quality.  While specific competitors are named within each business segment discussion above, imports do not generally constitute significant competition for the Company in the United States, except for milling machines.machines and track mounted crushers.  In international sales efforts, however, the Company generally competes with foreign manufacturers that may have a local presence in the market the Company is attempting to penetrate.

In addition, asphalt and concrete are generally considered competitive products as a surface choice for new roads and highways.  A portion of the interstate highway system is paved in concrete, but over 90% of all surfaced roads in the United States are paved with asphalt.  Although concrete is used for some new road surfaces, asphalt is used for most resurfacing.  Management does not believe thatAstec, Inc. introduced a new concrete as a competitive surface choice, materially impactsplant to the Company's business prospects.market in 2009.

Available Information

OurThe Company’s internet website can be found at www.astecindustries.com.  We make available, free of charge on or through our internet website, access to our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after such material is filed, or furnished, to the Securities and Exchange Commission.

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Item 1A. Risk Factors

Downturns in the general economy or the commercial and residential construction industryindustries may adversely affect our revenues and operating results.

General economic downturns, including downturns in the commercial and residential construction industry,industries, could result in a material decrease in our revenues and operating results.  Demand for many of our products, especially in the commercial construction industry, is cyclical.  Sales of our products are sensitive to the states of the U.S., foreign and regional economies in general, and in particular, changes in commercial construction spending and government infrastructure spending.  In addition, many of our costs are fixed and cannot be quickly reduced in response to decreased demand.  The following factors could cause a downturn in the commercial and residential construction industry:industries:

·  a decrease in the availability of funds for construction;
·  declining economy domestically and internationally;
·  labor disputes in the construction industry causing work stoppages;
·  rising gas and fuel oil prices;
·  rising steel prices and steel-up charges;steel surcharges;
·  rising interest rates;
·  energy or building materials shortages;
·  inclement weather; and
·  availability of credit for customers.

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Downturns in the general economy and restrictions in the credit markets may negatively impact our earnings, cash flows and/or financial position and access to financing sources by the Company and our customers.
 
Worldwide economic conditions and the international credit markets have recently significantly deteriorated and will likelypossibly remain depressed for the foreseeable future. Continued deterioration of economic conditions and credit markets could adversely impact our earnings as sales of our products are sensitive to general declines in U.S. and foreign economies and the ability of our customers to obtain credit.  In addition, we rely on the capital markets and the banking markets to meet our financial commitments and short-term liquidity needs if internal funds are not available from our operations. Further disruptions in the capital and credit markets, or further deterioration of our creditors' financial condition could adversely affect the Company's ability to draw on its revolving credit facility.  The restrictions in the credit markets could make it more difficult or expensive for us to replace our current credit facility or obtain additional financing.

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A decrease or delay in government funding of highway construction and maintenance may cause our revenues and profits to decrease.

Many of our customers depend substantially on government funding of highway construction and maintenance and other infrastructure projects.  Any decrease or delay in government funding of highway construction and maintenance and other infrastructure projects could cause our revenues and profits to decrease.  Federal government funding of infrastructure projects is usually accomplished through bills, which establish funding over a multi-year period.  In August 2005, the President Bush signed into law the Safe Accountable, Flexible and Efficient Transportation Equity Act - A Legacy for Users ("SAFETEA-LU"), which authorizesauthorized the appropriation of $286.5 billion in guaranteed funding for federal highway, transit and safety programs.programs through September 30, 2009.  President Bush signed into law on September 30, 2008 a funding bill under SAFETEA-LU for the 2009 fiscal year, which fully fundsfunded the highway program at $41.2 billion.billion through September 30, 2009. SAFETEA-LU funding expired on September 30, 2009 and federal transportation funding is operating on a month by month appropriation at the most recent approved funding levels through February 2010.  On February 17, 2009, President Obama signed into law the American Recovery and Reinvestment Act of 2009 (‘(“ARRA”).  The measure includesARRA appropriated approximately $27.5 billion for highway and bridge construction, which iswas in addition to amounts that were approved under SAFETEA-LU. Although SAFETEA-LU and ARRA guaranteeguaranteed federal funding at certain minimum levels, theseARRA and other infrastructure funding legislation may be revised in future congressional sessions and federal funding of infrastructure may be decreased in the future.  In addition, Congress could pass legislation in future sessions whichthat would allow for the diversion of highway funds for other national purposes, or it could restrict funding of infrastructure projects unless states comply with certain federal policies.

The cyclical nature of our industry and the customization of the equipment we sell may cause adverse fluctuations to our revenues and operating results.

We sell equipment primarily to contractors whose demand for equipment depends greatly upon the volume of road or utility construction projects underway or to be scheduled by both government and private entities.  The volume and frequency of road and utility construction projects is cyclical; therefore, demand for many of our products is cyclical.  The equipment we sell is durable and typically lasts for several years, which also contributes to the cyclical nature of the demand for our products.  As a result, we may experience cyclical fluctuations to our revenues and operating results.

17



An increase in the price of oil or decrease in the availability of oil could reduce demand for our products.  Significant increases in the purchase price of certain raw materials used to manufacture our equipment could have a negative impact on the cost of production and related gross margins.

A significant portion of our revenues relates to the sale of equipment involved in the production, handling, recycling or installation of asphalt mix.  A major componentLiquid asphalt is a byproduct of asphalt isthe refining of oil, and asphalt prices correlate with the price and availability of oil.  An increase in the price of oil or a decrease in the availability of oil would increase the cost of producing asphalt, which would likely decrease demand for asphalt, resulting in decreased demand for our products.  This would likely cause our revenues and profits to decrease.  In fact, risingRising gasoline, diesel fuel and liquid asphalt prices during the last several yearswill also likely significantly impactedimpact the operating and raw material costs of our contractor and aggregate producer customers, and if they didsuch customers do not properly adjust their pricing, they could haveexperience reduced their profits and caused delays in some of theirpurchasing capital equipment purchases.equipment.

19



SteelEarly in 2009 steel prices increaseddeclined significantly from historically high 2008 levels and remained relatively flat during the first eight10 months of 20082009. Beginning in November 2009, market prices for most steel products rose modestly due to shortages in the scrap steel market. The Company was able to offset the majority of these increases with existing steel contracts and the Company increased its salesadvanced steel purchases. The increases have continued into 2010 and we expect market prices to offset these cost increases where possible.  Late in the third quarterrise moderately as US scrap availability shows no sign of 2008, steel prices began to retreat from their 2008 highs. Steel pricing declined sharply in the fourth quarter of 2008.  We expect fourth quarter pricing to continue throughimproving during the first quarter of 2009 and pricing levels throughout 20092010. Most of this impact will continue to remain well below the peak levels reachedbe mitigated in the third quarterfirst half of 2008.  However, moderate2010 by our current contracts which allow us to avoid much of the market volatility. The Company will be reviewing the situation as we progress toward the second half of 2010 and establishing future contract pricing accordingly.  If steel price increases more than we anticipate and if we are possible during 2009 duenot able to reduced mill output and reductions in automotive and appliance output which reducepass these higher costs to our customers, the amount of high quality scrap, a prime input factor for steel pricing.Company’s margins may be negatively impacted.

Acquisitions that we have made in the past and future acquisitions involve risks that could adversely affect our future financial results.

We have completed several acquisitions in the recent past, including the acquisition of Peterson in 2007, the acquisition of Dillman in 2008 and the acquisition of certain of the assets of Q-Pave in 2008.2008 and certain assets and technology of Industrial Mechanical & Integration in 2009.  We may acquire additional businesses in the future.  We may be unable to achieve the benefits expected to be realized from our acquisitions.  In addition, we may incur additional costs and our management's attention may be diverted because of unforeseen expenses, difficulties, complications, delays and other risks inherent in acquiring businesses, including the following:

·  we may have difficulty integrating the financial and administrative functions of acquired businesses;
·  acquisitions may divert management's attention from our existing operations;
·  fluctuations in exchange rates and a weakening of the dollar may impact the competitiveness of acquired businesses;
·  we may have difficulty in competing successfully for available acquisition candidates, completing future acquisitions or accurately estimating the financial effect of any businesses we acquire;
·  we may have delays in realizing the benefits of our strategies for an acquired business;
·  we may not be able to retain key employees necessary to continue the operations of the acquired business;
·  acquisition costs may deplete significant cash amounts or may decrease our operating income;
·  we may choose to acquire a company that is less profitable or has lower profit margins than our company; and
·  future acquired companies may have unknown liabilities that could require us to spend significant amounts of additional capital.capital; and
·  We may incur domestic or international economic declines that impact our acquired companies.

Competition could reduce revenue from our products and services and cause us to lose market share.

We currently face strong competition in product performance, price and service.  Some of our national competitors have greater financial, product development and marketing resources than we have.  If competition in our industry intensifies or if our current competitors enhance their products or lower their prices for competing products, we may lose sales or be required to lower the prices we charge for our products.  This may reduce revenue from our products and services, lower our gross margins or cause us to lose market share.

 
1820

 



Our success depends on key members of our management and other employees.

Dr. J. Don Brock, our Chairman and President, is of significant importance to our business and operations.  The loss of his services may adversely affect our business.  In addition, our ability to attract and retain qualified engineers, skilled manufacturing personnel and other professionals, either through direct hiring or acquisition of other businesses employing such professionals, will also be an important factor in determining our future success.

Difficulties in managing and expanding in international markets could divert management's attention from our existing operations.

In 2008,2009, international sales represented approximately 36.2%36.9% of our total sales.  We plan to continue our growth efforts in international markets.  In connection with any increase in international sales efforts, we will need to hire, train and retain qualified personnel in countries where language, cultural or regulatory barriers may exist.  Any difficulties in expanding our international sales may divert management's attention from our existing operations.  In addition, international revenues are subject to the following risks:

·  fluctuating currency exchange rates which can reduce the profitability of foreign sales;
·  the burden of complying with a wide variety of foreign laws and regulations;
·  dependence on foreign sales agents;
·  political and economic instability of governments; and
·  the imposition of protective legislation such as import or export barriers.barriers; and
·  fluctuating strengths or weakness of the dollar can impact net sales or the cost of purchased products.

We may be unsuccessful in complying with the financial ratio covenants or other provisions of our amended credit agreement.

As of December 31, 2008,2009, we were in compliance with the financial covenants contained in our Credit Agreement, as amended, with Wachovia Bank, National Association.  However, in the future we may be unable to comply with the financial covenants in our credit facility or to obtain waivers with respect to such financial covenants.  If such violations occur, the Company’s creditors could elect to pursue their contractual remedies under the credit facility, including requiring immediate repayment in full of all amounts then outstanding.  As of December 31, 2008,2009, the Company had $3,129,000no outstanding borrowings and $10,734,000but did have $11,634,000 of letters of credit outstanding under the credit agreement.  Additional amounts may be borrowed in the future.  The Company’s Osborn subsidiary has itsand Astec Australia subsidiaries have their own independent loan agreementagreements in place.  A separate loan agreement for Astec Australia is in process.

Our quarterly operating results are likely to fluctuate, which may decrease our stock price.

Our quarterly revenues, expenses and operating results have varied significantly in the past and are likely to vary significantly from quarter to quarter in the future.  As a result, our operating results may fall below the expectations of securities analysts and investors in some quarters, which could result in a decrease in the market price of our common stock.  The reasons our quarterly results may fluctuate include:

·  general competitive and economic conditions;conditions, domestically and internationally;
·  delays in, or uneven timing in, the delivery of customer orders;
·  the seasonal trend in our industry;
·  the introduction of new products by us or our competitors;
·  product supply shortages; and
·  reduced demand due to adverse weather conditions.

Period-to-period comparisons of such items should not be relied on as indications of future performance.

 
1921

 


We may face product liability claims or other liabilities due to the nature of our business.  If we are unable to obtain or maintain insurance or if our insurance does not cover liabilities, we may incur significant costs which could reduce our profitability.

We manufacture heavy machinery, which is used by our customers at excavation and construction sites and on high-traffic roads.  Any defect in, or improper operation of, our equipment can result in personal injury and death, and damage to or destruction of property, any of which could cause product liability claims to be filed against us.  The amount and scope of our insurance coverage may not be adequate to cover all losses or liabilities we may incur in the event of a product liability claim.  We may not be able to maintain insurance of the types or at the levels we deem necessary or adequate or at rates we consider reasonable.  Any liabilities not covered by insurance could reduce our profitability or have an adverse effect on our financial condition.

If we are unable to protect our proprietary technology from infringement or if our technology infringes technology owned by others, then the demand for our products may decrease or we may be forced to modify our products which could increase our costs.

We hold numerous patents covering technology and applications related to many of our products and systems, and numerous trademarks and trade names registered with the U.S. Patent and Trademark Office and in foreign countries.  Our existing or future patents or trademarks may not adequately protect us against infringements, and pending patent or trademark applications may not result in issued patents or trademarks.  Our patents, registered trademarks and patent applications, if any, may not be upheld if challenged, and competitors may develop similar or superior methods or products outside the protection of our patents.  This could reduce demand for our products and materially decrease our revenues.  If our products are deemed to infringe upon the patents or proprietary rights of others, we could be required to modify the design of our products, change the name of our products or obtain a license for the use of some of the technologies used in our products.  We may be unable to do any of the foregoing in a timely manner, upon acceptable terms and conditions, or at all, and the failure to do so could cause us to incur additional costs or lose revenues.

If we become subject to increased governmental regulation, we may incur significant costs.

Our hot-mix asphalt plants contain air pollution control equipment that must comply with performance standards promulgated by the Environmental Protection Agency.  These performance standards may increase in the future.  Changes in these requirements could cause us to undertake costly measures to redesign or modify our equipment or otherwise adversely affect the manufacturing processes of our products.  Such changes could have a material adverse effect on our operating results.

Also, due to the size and weight of some of the equipment that we manufacture, we often are required to comply with conflicting state regulations on the maximum weight transportable on highways and roads.  In addition, some states regulate the operation of our component equipment, including asphalt mixing plants and soil remediation equipment, and most states regulate the accuracy of weights and measures, which affect some of the control systems we manufacture.  We may incur material costs or liabilities in connection with the regulatory requirements applicable to our business.

 
2022

 


As an innovative leader in the asphalt and aggregate industries, we occasionally undertake the engineering, design, manufacturing and construction of equipment systems that are new to the market.  Estimating the cost of such innovative equipment can be difficult and could result in our realization of significantly reduced or negative margins on such projects.

In the past, we have experienced negative margins on certain large, specialized aggregate systems projects.  These large contracts included both existing and innovative equipment designs, on-site construction and minimum production levels.  Since it can be difficult to achieve the expected production results during the project design phase, field testing and redesign may be required during project installation, resulting in added cost. In addition, due to any number of unforeseen circumstances, which can include adverse weather conditions, projects can incur extended construction and testing delays which can cause significant cost overruns.  We may not be able to sufficiently predict the extent of such unforeseen cost overruns and may experience significant losses on specialized projects.

Our Articles of Incorporation, Bylaws, Rights Agreement and Tennessee law may inhibit a takeover, which could delay or prevent a transaction in which shareholders might receive a premium over market price for their shares.

Our charter, bylaws and Tennessee law contain provisions that may delay, deter or inhibit a future acquisition or an attempt to obtain control of us.  This could occur even if our shareholders are offered an attractive value for their shares or if a substantial number or even a majority of our shareholders believe the takeover is in their best interest.  These provisions are intended to encourage any person interested in acquiring us or obtaining control of us to negotiate with and obtain the approval of our Board of Directors in connection with the transaction.  Provisions that could delay, deter or inhibit a future acquisition or an attempt to obtain control of us include the following:

·
having a staggered Board of Directors;
·  requiring a two-thirds vote of the total number of shares issued and outstanding to remove directors other than for cause;
·  requiring advance notice of actions proposed by shareholders for consideration at shareholder meetings;
·  limiting the right of shareholders to call a special meeting of shareholders;
·  requiring that all shareholders entitled to vote on an action provide written consent in order for shareholders to act without holding a shareholders’ meeting; and
·  being governed by the Tennessee Control Share Acquisition Act.

In addition, the rights of holders of our common stock will be subject to, and may be adversely affected by, the rights of the holders of our preferred stock that may be issued in the future and that may be senior to the rights of holders of our common stock.  In December 2005, our Board of Directors approved an Amended and Restated Shareholder Protection Rights Agreement, which provides for one preferred stock purchase right in respect of each share of our common stock ("Rights Agreement").  These rights become exercisable upon the acquisition by a person or group of affiliated persons, other than an existing 15% shareholder, of 15% or more of our then-outstanding common stock by all persons.  This Rights Agreement also could discourage bids for the shares of common stock at a premium and could have a material adverse effect on the market price of our shares.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

The location, approximate square footage, acreage occupied and principal function and use by the Company’s reporting segments of the properties owned or leased by the Company are set forth below:
 
2123


Location 
Approximate
Square Footage
  
Approximate
Acreage
 Principal Function (Use by Segment)
Chattanooga, Tennessee  457,600   59 
Offices and manufacturing – Astec (Asphalt Group)
 
Chattanooga, Tennessee  -   63 
Storage yard – Astec (Asphalt Group)
 
Rossville, Georgia  40,500   3 
Manufacturing – Astec (Asphalt Group)
 
Prairie du Chien, WI  91,500   39 
Manufacturing – Dillman division of Astec (Asphalt Group)
 
Chattanooga, Tennessee  84,200   5 
Offices and manufacturing - Heatec (Asphalt Group)
 
Chattanooga, Tennessee  196,000   15 
Offices and manufacturing - Roadtec (Mobile Asphalt Paving Group)
 
Chattanooga, Tennessee  51,200   7 
Manufacturing - Roadtec (Mobile Asphalt Paving Group)
 
Chattanooga, Tennessee  14,100   - 
Leased Hanger and Offices - Astec Industries, Inc. (Other Business Units)
 
Chattanooga, Tennessee  10,000   2 
Corporate offices - Astec Industries, Inc. (Other Business Units)
 
Mequon, Wisconsin  203,000   30 
Offices and manufacturing - Telsmith (Aggregate and Mining Group)
 
Sterling, Illinois  60,000   8 
Offices and manufacturing - AMS (Aggregate and Mining Group)
 
Orlando, Florida  9,000   - 
Leased machine repair and service facility - Roadtec (Mobile Asphalt Paving Group)
 
Loudon, Tennessee  327,000   112 
Offices and manufacturing – Astec Underground (Underground Group)
 
Eugene, Oregon  130,000   8 
Offices and manufacturing – JCI (Aggregate and Mining Group)
 
Albuquerque, New Mexico  115,000   14 Offices and manufacturing – CEI (Asphalt Group) (partially leased to a third party)
Yankton, South Dakota  312,000   50 Offices and manufacturing – KPI (Aggregate and Mining Group)
Location 
Approximate
Square Footage
  
Approximate
Acreage
 Principal Function
Chattanooga, Tennessee  457,600   59 
Offices and manufacturing – Astec (Asphalt Group)
 
Chattanooga, Tennessee  -   63 
Storage yard – Astec (Asphalt Group)
 
Rossville, Georgia  40,500   3 
Manufacturing – Astec (Asphalt Group)
 
Prairie du Chien, WI  91,500   39 
Manufacturing – Dillman division of Astec (Asphalt Group)
 
Chattanooga, Tennessee  84,200   5 
Offices and manufacturing - Heatec (Asphalt Group)
 
Chattanooga, Tennessee  196,000   15 
Offices and manufacturing - Roadtec (Mobile Asphalt Paving Group)
 
Chattanooga, Tennessee  51,200   7 
Manufacturing and parts warehouse - Roadtec (Mobile Asphalt Paving Group)
 
Chattanooga, Tennessee  14,100   - 
Leased Hanger and Offices - Astec Industries, Inc.
 
Chattanooga, Tennessee  10,000   2 
Corporate offices - Astec Industries, Inc.
 
Mequon, Wisconsin  203,000   30 
Offices and manufacturing - Telsmith (Aggregate and Mining Group)
 
Sterling, Illinois  60,000   8 
Offices and manufacturing - AMS (Aggregate and Mining Group)
 
Orlando, Florida  9,000   - 
Leased machine repair and service facility - Roadtec (Mobile Asphalt Paving Group) and warehouse - Astec Underground (Underground Group)
 
Columbus, Ohio
 
  20,000   5 
Leased Dealership - Buckeye Underground, LLC
(Underground Group)
 
Loudon, Tennessee  327,000   112 
Offices and manufacturing – Astec Underground (Underground Group)
 
Eugene, Oregon  130,000   8 
Offices and manufacturing – JCI (Aggregate and Mining Group)
 
Albuquerque, New Mexico
 
  115,000   14 Offices and manufacturing – CEI (Asphalt Group) (partially leased to a third party)


 
2224

 


Location 
Approximate
Square Footage
  
Approximate
Acreage
 Principal Function 
Approximate
Square Footage
  
Approximate
Acreage
 Principal Function (Use by Segment)
Yankton, South Dakota  312,000   50 
Offices and manufacturing – KPI (Aggregate and Mining Group)
 
West Salem, Ohio 
102,000 plus 103,000 under construction
 
   33 
Offices and manufacturing – American Augers (Underground Group)
 
  208,000   33 
Offices and manufacturing – American Augers (Underground Group)
 
Thornbury, Ontario, Canada  60,500   12 
Offices and manufacturing – BTI (Aggregate and Mining Group)
 
  60,500   12 
Offices and manufacturing – BTI (Aggregate and Mining Group)
 
Thornbury, Ontario Canada  7,000   - 
Leased warehouse/parts sales office – BTI (Aggregate and Mining Group)
 
  7,000   - 
Leased warehouse/parts sales office – BTI (Aggregate and Mining Group)
 
Walkerton, Ontario Canada  4,500   - 
Leased light manufacturing and sales office – BTI (Aggregate and Mining Group)
 
Riverside, California  12,500   - 
Leased offices and warehouse – BTI (Aggregate and Mining Group)
 
  12,500   - 
Leased offices, assembly and warehouse – BTI (Aggregate and Mining Group)
 
Solon, Ohio  8,900   - 
Leased offices and assembly – BTI (Aggregate and Mining Group)
 
  8,900   - 
Leased offices, assembly and warehouse – BTI (Aggregate and Mining Group)
 
Tacoma, Washington  41,000   5 
Offices and manufacturing – Carlson (Mobile Asphalt Paving Group)
 
  41,000   5 
Offices and manufacturing – Carlson (Mobile Asphalt Paving Group)
 
Cape Town, South Africa  4,600   - 
Leased sales office and warehouse – Osborn (Aggregate and Mining Group)
 
  4,600   - 
Leased sales office and warehouse – Osborn (Aggregate and Mining Group)
 
Durban, South Africa  3,800   - 
Leased sales office and warehouse – Osborn (Aggregate and Mining Group)
 
  3,800   - 
Leased sales office and warehouse – Osborn (Aggregate and Mining Group)
 
Witbank, South Africa  1,400   - 
Leased sales office and warehouse – Osborn (Aggregate and Mining Group)
 
  1,400   - 
Leased sales office and warehouse – Osborn (Aggregate and Mining Group)
 
Johannesburg, South Africa  177,000   18 
Offices and manufacturing – Osborn (Aggregate and Mining Group)
 
  177,000   18 
Offices and manufacturing – Osborn (Aggregate and Mining Group)
 
Eugene, Oregon  130,000   7 
Offices and manufacturing - Peterson Pacific Corp. (Other Business Units)
 
  130,000   7 
Offices and manufacturing - Peterson Pacific Corp. (Other Business Units)
 
Summer Park, Australia  13,500   1 Leased- Offices, warehousing and storage yard - Astec Australia Pty Ltd (Other Business Units)  13,500   1 Leased- Offices, warehousing and storage yard - Astec Australia Pty Ltd (Other Business Units)

The properties above are owned by the Company unless they are indicated as being leased.

25



Management believes each of the Company's facilities provides office or manufacturing space suitable for its current needs, and management considers the terms under which it leases facilities to be reasonable.

23



Item 3. Legal Proceedings

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 costs), 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 material loss arising from such claims and legal proceedings is either (i) probable but cannot be reasonably estimated or (ii) reasonably possible 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.

The Company has received notice that Johnson Crushers International, Inc. is subject to an enforcement action brought by the U.S. Environmental Protection Agency and the Oregon Department of Environmental Quality related to an alleged failure to comply with federal and state air permitting regulations.  Each agency is expected to seek sanctions that will include monetary penalties.  No penalty has yet been proposed.  The Company believes that it has cured the alleged violations and is cooperating fully with the regulatory agencies.  At this stage of the investigations, the Company is unable to predict the outcome and the amount of any such sanctions.

The Company has also received notice from the Environmental Protection Agency that it may be responsible for a portion of the costs incurred in connection with an environmental cleanup in Illinois.  The discharge of hazardous materials and associated cleanup relate to activities occurring prior to the Company’s acquisition of Barber Greene in 1986.  The Company believes that over 300 other parties have received similar notice.  At this time, the Company cannotis unable to predict whether the EPA will seek to hold the Company liable for a portion of the cleanup costs or the amount of any such liability.

Item 4. Submission of Matters to a Vote of Security Holders

No matter was submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the fiscal quarter ended December 31, 2008.

Executive Officers of the Registrant

The name, title, ages and business experience of the executive officers of the Company are listed below.

J. Don Brock, Ph.D., P.E., has been President and a Director of the Company since its incorporation in 1972 and assumed the additional position of Chairman of the Board in 1975.  He was the Treasurer of the Company from 1972 until 1994.  From 1969 to 1972, Dr. Brock was President of the Asphalt Division of CMI Corporation.  He earned his Ph.D. degree in mechanical engineering from the Georgia Institute of Technology.  Dr. Brock is the father of Benjamin G. Brock, President of Astec, Inc., and Dr. Brock and Thomas R. Campbell, Group Vice President - Mobile Asphalt Paving and Underground, are first cousins.  He is 70.71.

 
2426

 


F. McKamy Hall, a Certified Public Accountant, became Chief Financial Officer during 1998 and has served as Vice President and Treasurer since 1997.  He previously served as Corporate Controller of the Company since 1987.  Mr. Hall has an undergraduate degree in accounting and a Master of Business Administration degree from the University of Tennessee at Chattanooga.  He is 6667.

W. Norman Smith was appointed Group Vice President-Asphalt in 1998 and additionally served as President of Astec, Inc. from 1994 until October 2006.  He formerly served as President of Heatec, Inc. from 1977 to 1994.  From 1972 to 1977, Mr. Smith was a Regional Sales Manager with the Company.  From 1969 to 1972, Mr. Smith was an engineer with the Asphalt Division of CMI Corporation.  Mr. Smith has also served as a director of the Company since 1982.  He is 69.70.

Thomas R. Campbell was appointed Group Vice President - Mobile Asphalt Paving & Underground in November 2001.  He served as President of Roadtec, Inc. from 1988 to 2004.  He has served as President of Carlson Paving Products and American Augers since November 2001 until December 2006.  He served as President of Astec Underground, Inc. from 2001 to May 2005.  From 1981 to 1988, he served as Operations Manager of Roadtec.  Mr. Campbell and J. Don Brock, President of the Company, are first cousins.  He is 59.

Richard J. Dorris was appointed President of Heatec, Inc. in April of 2004.  From 1999 to 2004 he held the positions of National Accounts Manager, Project Manager and Director of Projects for Astec, Inc.  Prior to joining Astec, Inc. he was President of Esstee Manufacturing Company from 1990 to 1999 and was Sales Engineer from 1984 to 1990.  Mr. Dorris has a B.S. degree in mechanical engineering from the University of Tennessee.  He is 48.60.

Richard A. Patek was appointed Group Vice President-Aggregate & Mining Group in March of 2008.  He has also served as President of Telsmith, Inc. since May of 2001.  He served as President of Kolberg-Pioneer, Inc. from 1997 until May 2001.  From 1995 to 1997, he served as Director of Materials of Telsmith, Inc.  From 1992 to 1995, Mr. Patek was Director of Materials and Manufacturing of the former Milwaukee plant location.  From 1978 to 1992, he held various manufacturing management positions at Telsmith.  Mr. Patek is a graduate of the Milwaukee School of Engineering.  He is 52.53.

Joseph P. Vig was appointed Group Vice President of the AggRecon Group in March 2008.  He has also served as President of Kolberg-Pioneer, Inc., since May 2001.  From 1994 until May 2001, he served as Engineering Manager of Kolberg-Pioneer, Inc.  From 1978 to 1993 he was Director of Engineering with Morgen Mfg. Co., and then Engineering Manager of Essick-Mayco in 1993-94.  Mr. Vig has a B.S. degree in civil engineering from the South Dakota School of Mines and Technology and is registered as a Professional Engineer.  He is 60.

Richard J. Dorris was appointed President of Heatec, Inc. in April of 2004.  From 1999 to 2004 he held the positions of National Accounts Manager, Project Manager and Director of Projects for Astec, Inc.  Prior to joining Astec, Inc. he was President of Esstee Manufacturing Company from 1990 to 1999 and was Sales Engineer from 1984 to 1990.  Mr. Dorris has a B.S. degree in mechanical engineering from the University of Tennessee.  He is 49.

Frank D. Cargould was appointed President of Breaker Technology Ltd and Breaker Technology, Inc. on October 18, 1999.  The Breaker Technology companies were formed on August 13, 1999 when the Company purchased substantially all of the assets of Teledyne Specialty Equipment's Construction and Mining business unit from Allegheny Teledyne Inc.  From 1994 to 1999, he was Director of Sales - East for Teledyne CM Products, Inc.  He is 66.67.

Jeffery J. Elliott was appointed President of Johnson Crushers, Inc. in December 2001.  From 1999 to 2001, he served as Senior Vice President for Cedarapids, Inc., (a Terex company), and from 1996 to 1999, he served as Vice President of the Crushing and Screening Group.  From 1978 to 1996, he held various domestic and international sales and marketing positions with Cedarapids, Inc.  He is 55.56.

Timothy Gonigam was appointed President of Astec Mobile Screens, Inc., in October 2000.  From 1995 to 2000, Mr. Gonigam held the position of Sales Manager of Astec Mobile Screens, Inc.  He is 46.47.

27



Tom Kruger was appointed Managing Director of Osborn Engineered Products SA (Pty) Ltd on February 1, 2005.  For the previous five years, Mr. Kruger was employed as Operations Director of Macsteel Tube and Pipe (Pty) Ltd, a manufacturer of carbon steel tubing in Johannesburg, South Africa.  He served as Sales and Marketing Director of Macsteel prior to becoming Operations Director. From 1993 to 1998, Mr. Kruger was employed by Barloworld Ltd as Operations Director and Regional Managing Director responsible for a trading organization in steel, tube and water conveyance systems. Prior to that, he held the position of Works Director.  He is 51.

25



Joseph P. Vig was appointed Group Vice President of the AggRecon Group in March 2008.  He has also served as President of Kolberg-Pioneer, Inc., since May 2001.   From 1994 until May 2001, he served as Engineering Manager of Kolberg-Pioneer, Inc.  From 1978 to 1993 he was Director of Engineering with Morgen Mfg. Co., and then Engineering Manager of Essick-Mayco in 1993-94.  Mr. Vig has a B.S. degree in civil engineering from the South Dakota School of Mines and Technology and is registered as a Professional Engineer.  He is 59.52.

Jeffrey L. Richmond, Sr. was appointed President of Roadtec, Inc. in April 2004.  From 1996 until April 2004, he held the positions of Sales Manager, Vice President of Sales and Marketing and Vice President/General Manager of Roadtec, Inc.  He is 53.54.

Joe K. Cline was appointed President of Astec Underground, Inc. in February 2008.  Previously he held numerous manufacturing positions with the Company since 1982 including the Company’s Corporate Manufacturing Manager/Safety Champion beginning in July 2007 and Manufacturing Manager for Mobile Asphalt & Underground Groups from 2003 to mid 2007. He is 52.53.

Michael A. Bremmer was appointed President of CEI Enterprises, Inc. in January 2006.  From January 2003 until January 2006, he held the position of Vice President and General Manager of CEI Enterprises, Inc.  From January 2001 until January 2003, he held the position of Director of Engineering of CEI Enterprises, Inc.  He is 53.54.

Benjamin G. Brock was appointed President of Astec, Inc. in November 2006.  From January 2003 until October 2006 he held the position of Vice President - Sales of Astec, Inc. and Vice President/General Manager of CEI Enterprises, Inc. from 1997 until December 2002.  Mr. Brock's career with Astec began as a salesman in 1993.  Mr. Brock has a B.S. in Economics with a minor in Marketing from Clemson University.  Mr. Brock is the son of J. Don Brock, President of the Company.  He is 38.39.

David L. Winters was appointed President of Carlson Paving Products in January 2007 after previously serving as its Vice President and General Manager from March 2002 until December 2006.  Mr. Winters also served as Quality Assurance Manager, Manufacturing Manager and Service Manager for Roadtec from August 1997 to February 2002.  From 1977 to 1997 he held various positions in maintenance management with the Tennessee Valley Authority.  Mr. Winters is 59.60.

James F. Pfeiffer was appointed President of American Augers, Inc. in January 2007 after previously serving as its Vice President and General Manager from March 2005 until December 2006.  Prior to joining Astec, Mr. Pfeiffer was Vice President and General Manager of Daedong USA from April 2004 to October 2004 and Vice President of Marketing for Blount, Inc. from April 2002 to April 2004. Previously he held numerous positions with Charles Machine Works over a nineteen year period.  Mr. Pfeiffer holds a bachelors degree in Agriculture from Oklahoma State University.  Mr. Pfeiffer is 51.52.

Stephen C. Anderson was appointed Secretary of the Company in January 2007 and assumed the role of Director of Investor Relations in January 2003. Mr. Anderson also serves as the Company’s compliance officer and manages the corporate information technology and aviation departments.  He has also been President of Astec Insurance Company since January 2007.  He was Vice President of Astec Financial Services, Inc. from November 1999 to December 2002.  Prior to this Mr. Anderson spent a combined fourteen years in Commercial Banking with AmSouth and SunTrust Banks. He has a B.S. degree in Business Management from the University of Tennessee at Chattanooga and is a graduate of the Stonier Graduate School of Banking. He is 45.46.

28



David C. Silvious, a Certified Public Accountant, was appointed Corporate Controller in 2005.  He previously served as Corporate Financial Analyst since 1999.  Mr. Silvious earned his undergraduate degree in accounting from Tennessee Technological University and his Masters of Business Administration from the University of Tennessee at Chattanooga.  He is 41.42.

26



Larry R. Cumming was appointed President of Peterson Pacific Corp. in August 2007. He joined the company in 2003 and held the earlier positions of General Manager and Chief Executive Officer of Peterson, Inc. Prior to joining Peterson, he held senior management positions in North America and Europe with Timberjack and John Deere (Deere acquired Timberjack in 2000). Mr. Cumming also held prior positions with Timberjack as Vice President Engineering and Senior Vice President Sales and Marketing, Chief Operating Officer and Executive Vice President Product Supply. Mr. Cumming is a graduate mechanical engineer from Cornell University with additional senior management courses from INSEAD in France. He is a registered professional engineer in the Province of Ontario. Mr. Cumming is 60.61.

David H. Smale was appointed General Manager of Astec Australia Pty Ltd in October 2008 upon the inception of the company’s operations.  He served as the General Manager of Allen’s Asphalt from 2006 to 2008 and as their Operations Manager from 2004 to 2006.  Mr. Smale has completed various business management courses including the Macquire University Graduate School of Management and Bond University Senior Executive Development Program.  Mr. Smale is 54.
Item 4. Reserved

PART II

Item 5. Market for Registrant's Common Equity; Related ShareholderStockholder Matters and Issuer'sIssuer Purchases
of Equity Securities

The Company's Common Stock is traded in the Nasdaq National Market under the symbol "ASTE."  The Company has never paid any cash dividends on its Common Stock and the Company does not intend to pay dividends on its Common Stock in the foreseeable future.

The high and low sales prices of the Company's Common Stock as reported on the Nasdaq National Market for each quarter during the last two fiscal years are as follows:

 Price Per Share  Price Per Share 
2008 High Low 
2009 High  Low 
1st Quarter1st Quarter $39.76 $25.51  $33.68  $18.52 
2nd Quarter2nd Quarter $42.38 $31.16  $33.68  $23.62 
3rd Quarter3rd Quarter $37.55 $19.40  $30.33  $22.85 
4th Quarter4th Quarter $33.99 $17.00  $28.02  $22.76 
            
            
  Price Per Share  Price Per Share 
2007 High Low 
2008 High  Low 
1st Quarter1st Quarter $40.90 $32.94  $39.76  $25.51 
2nd Quarter2nd Quarter $45.24 $39.43  $42.38  $31.16 
3rd Quarter3rd Quarter $59.36 $42.53  $37.55  $19.40 
4th Quarter4th Quarter $60.40 $33.75  $33.99  $17.00 

As of February 20, 2009,16, 2010 there were approximately 14,0008,700 holders of the Company's Common Stock.

29



We maintain the following optionstock incentive plans: (i) 1998 Long-term Incentive Plan and (ii) 1998 Non-Employee Director Stock Incentive Plan. No additional options can be granted under either plan;these plans; however previously granted options are still available for exercising under each plan.  Additionally, common shares or deferred shares may continue to be issued to directors in payment of their annual Board retainer under the 1998 Non-Employee Director Stock Incentive Plan.  We also maintain the 2006 Incentive Plan for the awarding of stock to key management based upon achieving profitability goals.  Information regarding these plans may be found in Part III, Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters” of this Report.

Item 6. Selected Financial Data

Selected financial data appears in Appendix "A" of this Report.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's discussion and analysis of financial condition and results of operations appears in Appendix "A" of this Report.

27



Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Information appearing under the caption "Market Risk and Risk Management Policies" appears in Appendix "A" of this report.

Item 8. Financial Statements and Supplementary Data

Financial statements and supplementary financial information appear in Appendix "A" of this Report.

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the design and operation of the Company's "disclosure controls and procedures" (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report.  Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company's disclosure controls and procedures are effective in timely making known to them material information relating to the Company and the Company's subsidiaries required to be disclosed in the Company's reports filed or submitted under the Exchange Act.

Internal Control over Financial Reporting

Evaluation of Disclosure Controls and Procedures

We maintainhave established disclosure controls and procedures to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and made known to the officers who certify the Company’s financial reports and to other members of senior management and the Board of Directors as such term isappropriate to allow timely decisions regarding required disclosure.

Based on their evaluation as of December 31, 2009, the principal executive officer and principal financial officer of the Company have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that1934) are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required financial disclosures. Because of inherent limitations, our disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of such disclosure controls and procedures are met.

As of the end of the period covered by this Report we conducted an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b). Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2008.effective.

Management’s assessmentReport on Internal Control Over Financial Reporting
Management’s report and the Company’s independent registered public accounting firm’s audit report on the effectiveness of the Company’s internal controls over financial reporting appearset forth in Appendix “A” of this Report.  

A
is incorporated herein by reference.
28


Changes in Internal Control over Financial ReportingControls
There werehave been no changes in our internal controlscontrol over financial reporting during the fourth quarter of the year ended December 31, 20082009, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

30




Item 9B. Other Information

None

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Information regarding the Company's directors, executive officers, director nominating process, audit committee, and audit committee financial expert is included under the captions "Election of Directors - Certain"Certain Information Concerning Nominees and Directors" and “Corporate Governance” in the Company's definitive Proxy Statement to be delivered to the shareholders of the Company in connection with the Annual Meeting of Shareholders to be held on April 23, 2009,2010, which is incorporated herein by reference.  Information regarding compliance with Section 16(a) of the Exchange Act is also included under "Section 16(a) Beneficial Ownership Reporting Compliance" in the Company's definitive Proxy Statement, which is incorporated herein by reference.

The Company's Board of Directors has approved a Code of Conduct and Ethics that applies to the Company's employees, directors and officers (including the Company's principal executive officer, principal financial officer and principal accounting officer).  The Code of Conduct and Ethics is available on the Company's website at www.astecindustries.com/investors/.

Item 11. Executive Compensation

Information included under the captions "Compensation Discussion and Analysis", "Executive Compensation", “Compensation Committee Interlocks and Insider Participation” and “Report of the Compensation Committee”“Compensation Committee Report” in the Company's definitive Proxy Statement to be delivered to the shareholders of the Company in connection with the Annual Meeting of Shareholders to be held on April 23, 20092010 is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters

Information included under the captions "Election of Directors - Certain Information Concerning Nominees and Directors," "Common Stock Ownership of Management" and "Common Stockcaption "Stock Ownership of Certain Beneficial Owners"Owners and Management" in the Company's definitive Proxy Statement to be delivered to the shareholders of the Company in connection with the Annual Meeting of Shareholders to be held on April 23, 20092010 is incorporated herein by reference.

 
2931

 


Equity Compensation Plan Information

The following table provides information about the Common Stock that may be issued under all of the Company's existing equity compensation plans as of December 31, 2008.2009.

Plan CategoryPlan Category (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, Rights and RSU’s (b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))  (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, Rights and RSU’s (b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (c)  Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity Compensation Plans Approved by Shareholders:Equity Compensation Plans Approved by Shareholders:             
  
396,324(1)
 $22.55  --  
289,795 (1)
 $20.32 --
  
136,966(2)
  --  
561,834(5)
  
206,166 (2)
 -- 
492,634(5)
                 
Equity Compensation Plans Not Approved by Shareholders:Equity Compensation Plans Not Approved by Shareholders:  
 
 
 
 
  
 
  
13,169(3)
13,979(4)
 
$14.88
--
 
--
125,010(5)
  
16,665(3)
 $17.37   -- 
  
13,777(4)
  --   131,367(5) 
Total
Total
  563,732         693,201       523,109      617,644   

________________

(1)  Stock Options granted under our 1998 Long-term Incentive Plan
(2)  Restricted Stock Units granted under our 2006 Incentive Plan
(3)  Stock Options granted under our 1998 Non-Employee Director Stock Incentive Plan
(4)  Deferred Stock Units granted under our 1998 Non-Employee Director Stock Incentive Plan
(5)  All of these shares are available for issuance pursuant to grants of full-value awards.

Equity Compensation Plans Not Approved by Shareholders

Our 1998 Non-Employee Directors Stock Incentive Plan provides that annual retainers payable to our non-employee directors will be paid in the form of cash, unless the director elects to receive the annual retainer in the form of common stock, deferred stock or stock options.  If the director elects to receive Common Stock, whether on a current or deferred basis, the number of shares to be received is determined by dividing the dollar value of the annual retainer by the fair market value of the Common Stock on the date the retainer is payable.  If the director elects to receive stock options, the number of options to be received is determined by dividing the dollar value of the annual retainer by the Black-Scholes value of an option on the date the retainer is payable.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Information included under the captions “Corporate Governance: Independent Directors” and ”Transactions“Transactions with Related Persons” in the Company’s definitive Proxy Statement to be delivered to the shareholders of the Company in connection with the Annual Meeting of Shareholders to be held on April 23, 20092010 is incorporated herein by reference.

 
3032

 


Item 14. Principal Accounting Fees and Services

Information included under the caption “Audit Matters” in the Company’s definitive Proxy Statement to be delivered to the shareholders of the Company in connection with the Annual Meeting of Shareholders to be held on April 23, 20092010 is incorporated herein by reference.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)(1)  The following financial statements and other information appear in Appendix “A”“A to this Report and are filed as a part hereof:

· .
Selected Consolidated Financial Data.
 · 
.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 · 
.Management’s Assessment Report.Report on Internal Control over Financial Reporting.
 · 
.Reports of Independent Registered Public Accounting Firm.
 · 
.Consolidated Balance Sheets at December 31, 20082009 and 2007.2008.
 · 
.Consolidated Statements of Operations for the Years Ended December 31, 2009, 2008 2007 and 2006.2007.
 · 
.Consolidated Statements of Cash Flows for the Years Ended December 31, 2009, 2008 2007 and 2006.2007.
 · 
.           Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2009, 2008 2007 and 2006.2007.
 · 
.Notes to Consolidated Financial Statements.


33

    (a)(2)  Other than as described below, Financial Statement Schedules are not filed with this Report because the Schedules are either inapplicable or the required information is presented in the Financial Statements or Notes thereto.  The following Schedule appears in Appendix “A” to this Report and is filed as a part hereof:

Schedule II – Valuation and Qualifying Accounts.
Accounts.
(a)(3)  The following Exhibits* are incorporated by reference into or are filed with this Report:
 3.1Restated Charter of the Company (incorporated by reference from the Company’s Registration Statement on Form S-1, effective June 18, 1986, File No. 33-5348).
 3.2Articles of Amendment to the Restated Charter of the Company, effective September 12, 1988 (incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 1988, File No. 0-14714).
 3.3Articles of Amendment to the Restated Charter of the Company, effective June 8, 1989 (incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 1989, File No. 0-14714).
 3.4Articles of Amendment to the Restated Charter of the Company, effective January 15, 1999 (incorporated by reference from the Company Quarterly Report on Form 10-Q for the period ended June 30, 1999, File No. 0-14714).
 3.5Amended and Restated Bylaws of the Company, adopted March 14, 1990 (incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 1989, File No. 0-14714).
 3.6Amended and Restated Bylaws of the Company, adopted July 26, 2007 (incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, File No. 001-11595)
3.7Amended and Restated Bylaws of the Company, adopted on March 14, 1990 and as amended on July 29, 1993, July 27, 2007 and July 23, 2008 (incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, File No. 001-11595)

31



 4.1Amended and Restated Shareholder Protection Rights Agreement, dated as of December 22, 2005, by and between the Company and Mellon Investor Services LLC, as Rights Agent. (incorporated by reference from the Company’s Current Report on Form 8-K dated December 22, 2005, File No. 0-14714).
 10.1Supplemental Executive Retirement Plan, dated February 1, 1996 to be effective as of January 1, 1995 (incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 1995, File No. 0-14714). *
 10.2Trust under Astec Industries, Inc. Supplemental Retirement Plan, dated January 1, 1996 (incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 1995, File No. 0-14714). *
 10.3Astec Industries, Inc. 1998 Long-Term Incentive Plan (incorporated by reference from Appendix A of the Company’s Proxy Statement for the Annual Meeting of Shareholders held on April 23, 1998). *
 10.4Astec Industries, Inc. Executive Officer Annual Bonus Equity Election Plan (incorporated by reference from Appendix B of the Company’s Proxy Statement for the Annual Meeting of Shareholders held on April 23, 1998). *
 10.5Astec Industries, Inc. Non-Employee Directors’ Stock Incentive Plan (incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 1999, File No. 0-14714). *
 10.6Amendment to Astec Industries, Inc. Non-Employee Directors’ Stock Incentive Plan, dated March 15, 2005 (incorporated by reference from the Company’s Current Report on Form 8-K dated March 15, 2005, File No. 0-14714). *
 10.7Revolving Line of Credit Note, dated December 2, 1997, between Kolberg-Pioneer, Inc. and Astec Holdings, Inc. (incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 1997, File No. 0-14714).
 10.8Purchase Agreement, dated October 30, 1998, effective October 31, 1998, between Astec Industries, Inc. and Johnson Crushers International, Inc. (incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 1998, File No. 0-14714).
 10.9Asset Purchase and Sale Agreement, dated August 13, 1999, by and among Teledyne Industries Canada Limited, Teledyne CM Products Inc. and Astec Industries, Inc. (incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1999, File No.  0-14714).
 10.10Stock Purchase Agreement, dated October 31, 1999, by and among American Augers, Inc. and Its Shareholders and Astec Industries, Inc. (incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 1999, File No. 0-14714).
 10.11Sale of Business Agreement, dated September 29, 2000, between Anglo Operations Limited and High Mast Properties 18 Limited and Astec Industries, Inc. for the purchase of the materials handling and processing products division of the Boart-Longyear Division of Anglo Operations Limited (incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, File No. 0-14714).
 10.12Acquisition Agreement, dated October 2, 2000, by and among Larry Raymond, Carlson Paving Products, Inc. and Astec Industries, Inc. (incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, File No. 0-14714).
 10.13Amended Supplemental Executive Retirement Plan, dated September 29, 2004, originally effective as of January 1, 1995. (incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, File No. 0-14714) *
34

 10.14Amendment to the Astec Industries, Inc. 1998 Non-Employee Directors Stock Incentive Plan (incorporated by reference to the Company’s Current Report on Form 8-K dated March 15, 2005, File No. 0-14714). *
 10.15Amendment Number 2 to the Astec Industries, Inc. 1998 Non-Employee Directors Stock Incentive Plan dated February 21, 2006 (incorporated by reference to the Company’s Current Report on Form 8-K dated February 7, 2006, File No. 0-14714). *


32



 10.16Astec Industries, Inc. 2006 Incentive Plan (incorporated by reference to Appendix A for the Registrant’s Definitive Proxy Statement on Schedule 14A, File No. 0-14714, file with the Securities and Exchange Commission on March 16, 2006) *
 10.17Amendment Number 2 to the Astec Industries, Inc. 1998 Non-Employee Directors Stock Incentive Plan (incorporated by reference from the Company’s Current Report on Form 8-K dated February 27, 2006, File No. 001-11595).*
 10.18Credit Agreement dated as of April 13, 2007 between Astec Industries, Inc. and Certain of Its Subsidiaries and Wachovia Bank, National Association (incorporated by reference from the Company’s Quarterly Report on form 10-Q for the quarter ended March 31, 2007, File No. 001-11595)
 10.19Stock Purchase Agreement by and among Astec Industries, Inc., Peterson, Inc., A. Neil Peterson, and the Other Shareholders of Peterson, Inc. dated as of May 31, 2007 (incorporated by reference from the Company’s Quarterly Form 10-Q for the quarter ended June 30, 2007, File No. 001-11595)
 10.20First Amendment to the Credit Agreement between Astec Industries, Inc. and Certain of Its Subsidiaries and Wachovia Bank, National Association (incorporated by reference from the Company’s Quarterly Report on form 10-Q for the quarter ended September 30, 2007, File No. 001-11595)
 10.21Amendment to the Supplemental Executive Retirement Plan dated March 8, 2007 originally effective January 1, 1995 (incorporated by reference from the Conmpany'sCompany’s Annual Report on form 10-k10-K for the year ended December 31, 2007, File No. 001-11595)*
 10.22Supplemental Executive Retirement Plan Amendment and Restatement Effective January 1, 2008, originally effective January 1, 1995 (incorporated by reference from the Conmpany'sCompany’s Annual Report on form 10-k10-K for the year ended December 31, 2007, File No. 001-11595)*
 10.23Stock Purchase Agreement by and among Astec Industries, Inc., Dillman Equipment, Inc. and the “Sellers” Referred to Hereinsellers named therein dated August 5, 2008 (incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, File No. 001-11595)
 10.24Stock Purchase Agreement by and among Astec Industries, Inc., Double L Investments, Inc. and the “Sellers” Referred to Hereinsellers named therein dated August 5, 2008 (incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, File No. 001-11595)
 10.25Amendment Number 1 to Astec Industries, Inc. 2006 Incentive Plan (incorporated by reference from the Company’s Annual Report on form 10-K for the year ended December 31, 2008, File No. 001-11595)*
 10.26Amendment Number 3 to the Astec Industries, Inc. 1998 Non-Employee Directors Stock Incentive Plan (incorporated by reference from the Company’s Annual Report on form 10-K for the year ended December 31, 2008, File No. 001-11595)*
 10.27Amendment Number 1 to Amended and Restated Supplemental Executive Retirement Plan Effective January 1, 2009, originally effective January 1, 1995 (incorporated by reference from the Company’s Annual Report on form 10-K for the year ended December 31, 2008, File No. 001-11595)*
 2110.28Agreement dated February 5, 2009 to extend Credit Agreement dated as of April 13, 2007 between Astec Industries, Inc. and Certain of Its Subsidiaries and Wachovia Bank, National Association (incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, File No. 001-11595)
10.29Agreement dated January 26, 2010 to extend Credit Agreement dated as of April 13, 2007 between Astec Industries, Inc. and Certain of Its Subsidiaries and Wachovia Bank, National Association
21Subsidiaries of the Registrant
 23Consent of Independent Registered Public Accounting Firm
 31.1Certification of Chief Executive Officer of Astec Industries, Inc. pursuant Rule 13a-14/15d/14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002
 31.2Certification of Chief Financial Officer of Astec Industries, Inc. pursuant Rule 13a-14/15d/14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002
 32Certification of Chief Executive Officer and Chief Financial Officer of Astec Industries, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act ofOf 2002
 *Management contract or compensatory plan or arrangement.

(b)The Exhibits to this Report are listed under Item 15(a)(3) above.
(c)The Financial Statement Schedules to this Report are listed under Item 15(a)(2) above.

The Exhibits are numbered in accordance with Item 601 of Regulation S-K.  Inapplicable Exhibits are not included in the list.

 
3335

 


to
ANNUAL REPORT ON FORM 10-K

ITEMS 6, 7, 7a, 8, 9a and 15(a)(1), (2)and (3),and 15(b) and 15(c)

INDEX TO FINANCIAL STATEMENTS AND
 FINANCIAL STATEMENT SCHEDULES


ASTEC INDUSTRIES, INC.





A - 1A-1




















FINANCIAL
INFORMATION

 
 
 
 
 
 
 
 
 
 
 
 
A-2

 

 

A - 2



SELECTEDCONSOLIDATED FINANCIAL DATA
(in thousands, except as noted*)


  2008  2007  2006  2005  2004  2009  2008  2007  2006  2005 
Consolidated Income Statement DataConsolidated Income Statement Data                                    
Net salesNet sales  $973,700  $869,025  $710,607  $616,068  $504,554  $738,094  $973,700  $869,025  $710,607  $616,068 
Selling, general and administrative expensesSelling, general and administrative expenses   122,621   107,600   94,383   82,126   70,043   107,455   122,621   107,600   94,383   82,126 
Gain on sale of real estate, net of real estate
impairment charge
1
Gain on sale of real estate, net of real estate
impairment charge
1
   --   --   --   6,531   --   --   --   --   --   6,531 
Intangible asset impairment charge3
  17,036   --   --   --   -- 
Research and developmentResearch and development   18,921   15,449   13,561   11,319   8,580   18,029   18,921   15,449   13,561   11,319 
Income from operationsIncome from operations   92,316   86,728   60,343   46,303   24,382   9,907   91,769   86,127   60,176   46,182 
Interest expenseInterest expense   851   853   1,672   4,209  
5,033 
   537   851   853   1,672  4,209 
Other income (expense), net2
Other income (expense), net2
   5,709   (202)  167   252   (19)  1,137   6,255   399   334   330 
Income from continuing operations   63,128   56,797   39,588   28,094   12,483 
Income from discontinued operations, net of tax3
   --   --   --   --   1,164 
Gain on disposal of discontinued operations, net
of tax of $5,071
3
   --   --   --   --   5,406 
Net income   63,128   56,797   39,588   28,094   19,053 
Net Income attributable to controlling interest  3,068   63,128   56,797   39,588   28,094 
Earnings per common share*Earnings per common share*                                         
Income from continuing operations:
                     
Net Income attributable to controlling interest
                    
Basic
Basic
   2.83   2.59   1.85   1.38   0.63   0.14   2.83   2.59   1.85   1.38 
Diluted
Diluted
   2.80   2.53   1.81   1.34   0.62   0.14   2.80   2.53   1.81   1.34 
Income from discontinued operations:
                     
Basic
   --   --   --   --   0.33 
Diluted
   --   --   --   --   0.33 
Net income:
                     
Basic
   2.83   2.59   1.85   1.38   0.96 
Diluted
   2.80   2.53   1.81   1.34   0.95 
                      
                                          
Consolidated Balance Sheet DataConsolidated Balance Sheet Data                                         
Working capitalWorking capital  $251,263  $204,839  $178,148  $137,981  $106,489  $278,058  $251,263  $204,839  $178,148  $137,981 
Total assetsTotal assets   612,812   542,570   421,863   346,583   324,818   590,901   612,812   542,570   421,863   346,583 
Total short-term debtTotal short-term debt   3,427   --   --   --   11,827   --   3,427   --   --   -- 
Long-term debt, less current maturitiesLong-term debt, less current maturities   --   --   --   --   25,857   --   --   --   --   -- 
Shareholders’ equity   439,226   376,589   296,166   242,742   191,256 
Equity  452,260   440,033   377,473   296,865   243,334 
Book value per diluted common share at
year-end*
Book value per diluted common share at
year-end*
   19.45   16.78   13.51   11.57   9.52   19.89   19.45   16.78   13.51   11.57 

1  DuringCertain amounts for 2008, 2007, 2006, and 2005 have been reclassified to conform with the Company recognized a gain on the sale of its vacated Grapevine, Texas facility. In addition, the Company
    recognized an impairment charge on certain other real estate.2009 presentation.
 
2 During the fourth quarter of 2008, the Company sold certain equity securities for a pre-tax gain of $6,195,000.
 1
 During 2005, the Company recognized a gain on the sale of its vacated Grapevine, Texas facility. In addition, the Company recognized an impairment charge on certain other real estate.
 
3 The Company sold substantially all of the assets and liabilities of Superior Industries of Morris, Inc. on June 30, 2004.
 2
 During the fourth quarter of 2008, the Company sold certain equity securities for a pre-tax gain of $6,195,000.
 

 3
 The fourth quarter of 2009 includes impairment charges, primarily goodwill, of $17,036,000, or $13,627,000, net of tax benefit of $3,409,000 after tax.

 
A - 3A-3

 


SUPPLEMENTARY FINANCIAL DATA
(in thousands, except as noted*)


Quarterly Financial Highlights
(Unaudited)
 
First
Quarter
  
Second
Quarter
  
Third
Quarter
  
Fourth
Quarter
  
First
Quarter
  
Second
Quarter
  
Third
Quarter
  
Fourth
Quarter
 
            
2009 Net sales
 $205,304  $188,843  $166,084  $177,863 
Gross profit
  43,710   42,908   34,645   31,164 
Net income (loss)
  7,396   7,776   3,368   (15,434)
Net income (loss) attributable to controlling interest
  7,431   7,749   3,344   (15,456)
Earnings per common share*
                
Net income (loss) attributable to controlling interest:
                
Basic
  0.33   0.35   0.15   (0.69)
Diluted
  0.33   0.34   0.15   (0.69)
                
2008 Net sales
 $263,072  $277,703  $237,443  $195,482  $263,072  $277,703  $237,443  $195,482 
Gross profit
  66,220   66,289   58,803   42,546   66,150   66,404   58,922   41,835 
Net income
  17,519   21,072   15,962   8,575   17,576   21,071   16,006   8,642 
Net income attributable to controlling interest
  17,519   21,072   15,962   8,575 
Earnings per common share*
                                
Net income:
                
Basic
  0.79   0.95   0.72   0.38 
Diluted
  0.78   0.93   0.71   0.38 
                
2007 Net sales
 $215,563  $226,414  $206,239  $220,810 
Gross profit
  54,373   58,943   48,561   47,901 
Net income
  15,334   18,505   11,574   11,384 
Earnings per common share*
                
Net income:
                
Net income attributable to controlling interest:
                
Basic
  0.71   0.85   0.52   0.51   0.79   0.95   0.72   0.38 
Diluted
  0.69   0.83   0.51   0.50   0.78   0.93   0.71   0.38 
   
                                
                                
Common Stock Price *                
Common Stock Price*                
                
2009 High $33.68  $33.68  $30.33  $28.02 
2009 Low  18.52   23.62   22.85   22.76 
                                
2008 High $39.76  $42.38  $37.55  $33.99  $39.76  $42.38  $37.55  $33.99 
2008 Low  25.51   31.16   19.40   17.00   25.51   31.16   19.40   17.00 
                
2007 High $40.90  $45.24  $59.36  $60.40 
2007 Low  32.94   39.43   42.53   33.75 

The Company’s common stock is traded on the National Association of Securities Dealers Automated Quotation (NASDAQ) National Market under the symbol ASTE. Prices shown are the high and low bid prices as announced by NASDAQ. The Company has never paid dividends on its common stock and does not intend to pay dividends on its common stock in the foreseeable future. As determined by the proxy search on the record date, the number of common shareholders is approximately 14,000.8,700.


 
A - 4A-4

 

MANAGMANAGEMENTEMENT’S’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 
The following discussion contains forward-looking statements that involve inherent risks and uncertainties. Actual results may differ materially from those contained in these forward-looking statements. For additional information regarding forward-looking statements, see “Forward-looking Statements” on page A-17.A-20.
 
Overview
 
Astec Industries, Inc., (“Thethe Company”) is a leading manufacturer and marketer of road building equipment. The Company’s businesses:
 
 ·design, engineer, manufacture and market equipment that is used in each phase of road building, fromincluding quarrying and crushing the aggregate, to producing asphalt or concrete and applying the asphalt;
 ·design, engineer, manufacture and market equipment and components unrelated to road construction, including trenching, auger boring, directional drilling, geothermal drilling, oil and natural gas drilling, industrial heat transfer, wood chipping and grinding; and
·
manufacture and sell replacement parts for equipment in each of its product lines.
 
The Company has 14 manufacturing companies, 13 of which fall within four reportable operating segments, which include the Asphalt Group, the Aggregate and Mining Group, the Mobile Asphalt Paving Group and the Underground Group. The business units in the Asphalt Group design, manufacture and market a complete line of asphalt plants and related components, heating and heat transfer processing equipment and storage tanks for the asphalt paving and other unrelated industries.industries including energy production. In early 2009, the Companythis segment introduced a new line of concrete mixing plants. The business units in the Aggregate and Mining Group design, manufacture and market equipment for the aggregate, metallic mining and recycling industries. In September 2009 this segment acquired a small company with unique machine technology being developed to make wood pellets. The Company began production of the new pellet production equipment in January 2010. The business units in the Mobile Asphalt Paving Group design, manufacture and market asphalt pavers, material transfer vehicles, milling machines, stabilizers and screeds. The business units in the Underground Group design, manufacture and market a complete line of trenching equipment, directional drills and auger boring machines for the underground construction market as well as vertical drills for gas and oil field development. The Company also has one other category that contains the business units that do not meet the requirements for separate disclosure as an operating segment. The business units in the Other category include Peterson Pacific Corp. (“Peterson”)(Peterson), Astec Australia Pty Ltd.Ltd (Astec Australia), Astec Insurance Company (“Astec Insurance” or “the captive”) and Astec Industries, Inc., the parent company. Peterson designs, manufactures and markets whole-tree pulpwood chippers, horizontal grinders and blower trucks. Astec Australia is the Australian and New Zealand distributor of equipment manufactured by Astec Industries, Inc. Astec Insurance  is a captive insurance company.
 
The Company’s financial performance is affected by a number of factors, including the cyclical nature and varying conditions of the markets it serves. 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, changes in the price of crude oil, (fuel costswhich affects the cost of fuel and liquid asphalt)asphalt, and changes in the price of steel.
 
In August 2005, President Bush signed into law the Safe, Accountable, Flexible and Efficient Transportation Equity Act - A Legacy for Users (“SAFETEA-LU”), which authorizesauthorized appropriation of $286.5 billion in guaranteed federal funding for road, highway and bridge construction, repair and improvement of the federal highways and other transit projects for federal fiscal years October 1, 2004 through September 30, 2009. The Company believes that the federal highway funding such as SAFETEA-LU significantly influences the purchasing decisions of the Company’s customers who are more comfortable making purchasing decisions with thesuch legislation in place. The federalFederal funding provides for approximately 25% of all highway, street, roadway and parking construction fundingput in place in the United States. President Bush signed into law
SAFETEA-LU funding expired on September 30, 20082009 and federal transportation funding is currently operating on short term appropriations at the most recent approved funding levels through February 2010. The current bill marks the third continuation of federal government funding at last year’s levels, a funding billmove made necessary as Congress has still been unable to complete its appropriations work from fiscal 2009. Congress is currently considering a proposal to extend the authorization for the 2009 fiscal year, which fully funds the highway program through December 2010 at $41.2 billion.the current 2009 funding levels. Although this proposed funding bill would help stabilize the federal highway program and instill a minimum level of confidence in the Company’s customers, the Company believes a new multi-year highway program would have the greatest positive impact on the road construction industry and allow its customers to plan and execute longer term construction projects.
A-5

 
On February 17, 2009, President Obama signed into law the American Recovery and Reinvestment Act, which authorized the expenditure of 2009. The measure includes approximately $27.5 billion in federal funding for highway and bridge construction activities. These funds arewere in addition to the expected $41.2 billion investment relatedapportioned to the federal highway program under SAFETEA-LU for fiscal year 2009. The measure requiresrequired the funding to be apportioned to the states within 21 days of the bill’s enactment. Half of the funds mustwere required to be obligated by the states within 120 days with the remaining portion required to be under contract one year after the bill’s enactment. The bill also proposes a continuationprovided for favorable tax policies regarding the deduction of certain expenses relating to the 50% bonus tax depreciation for 2009 and an increasepurchase of the Section 179 deduction to $250,000.business equipment.
 
The Canadian government has approvedSeveral other countries have also implemented infrastructure spending $9.5 billion on road, bridge, public transit, water and other infrastructure over the next two years. The list of approximately 2,200 “shovel-ready” projects, derived from a survey of federation members, range from simple rehabilitationprograms to major new construction.
A - 5


stimulate their economies. The Company believes thethese spending programs will have a positive impact on its financial performance,performance; however, the magnitude of that impact cannot be determined.
 
The public sector spending described above is needed to fund road, bridge and mass transit improvements. The Company believes that increased funding is unquestionably needed to restore the nation’s highways to a quality level required for safety, fuel efficiency and mitigation of congestion. In the Company’s opinion, amounts needed for such improvements are significantly abovegreater than amounts approved to date, and funding mechanisms such as the federal usage fee per gallon of gasoline, which has not been increased in 1516 years, would likely need to be increased along with other measures to generate the funds needed.
 
In addition to public sector funding, the economies in the markets the Company serves, the price of oil and its impact on customers’ purchase decisions and the price of steel may each affect the Company’s financial performance. Economic downturns, like the one experienced from 2001 through 2003, and the current downturn that began in late 2008, generally result in decreased purchasing by the Company’s customers, which, in turn, causes reductions in sales and increased pricing pressure on the Company’s products. Rising interest rates typically have the effect of negatively impactingimpact customers’ attitudes toward purchasing equipment. Although theThe Federal Reserve has recently made significant reductions tomaintained historically low interest rates in response to the current economic downturn, and the Company expects only slight changes, if any, in interest rates in 2009 and does not expect such changes to have a material impactthe near term; however, management believes that upward pressure is building on the financial results of the Company.long-term interest rates.
 
Significant portions of the Company’s revenues relate to the sale of equipment involved in the production, handling and installation of asphalt mix. A major componentAsphalt is a by-product of asphalt is oil.oil production. An increase in the price of oil increases the cost of providing asphalt, which couldis likely to decrease demand for asphalt and therefore decrease demand for certain Company products. While increasing oil prices may have ana negative financial impact on the Company’s customers, the Company’s equipment can use a significant amount of recycled asphalt pavement, thereby mitigating the final cost of asphalt for the customer. The Company continues to develop products and initiatives to reduce the amount of oil and related products required to produce asphalt mix. Oil price volatility makes it difficult to predict the costs of oil-based products used in road construction such as liquid asphalt and gasoline. The Company’s customers appear to be adapting their prices in response to the fluctuating oil prices, and the fluctuations did not appear to significantly impair equipment purchases in 2008.2008 and 2009. The Company expects oil prices to continue to fluctuate in 20092010 but does not foreseebelieve the fluctuation towill have a significant impact on customers’ buying decisions.
Contrary to the negative impact of higher oil prices on many of the Company’s products as discussed above, sales of several of the Company’s products, including products manufactured by the Underground segment which are used to drill for oil and natural gas and install oil and natural gas pipelines, would benefit from higher oil and natural gas prices, to the extent that such higher prices lead to further development of oil and natural gas production.
 
Steel is a major component in the Company’s equipment. Steel prices retracted somewhat during 2005 and 2006 from record highs during 2004 but returned to historically high levels during 2008. Steel prices increased significantly during the first eight months of 2008, and the Company increased sales prices during the first half of 2008 to offset these rising steel costs. Late in the third quarter of 2008, steel prices began to retreat from their 2008 highs. Steel pricing declined sharply in the fourth quarter of 2008. We expect fourth quarter2008 and into 2009. Favorable pricing continued through 2009 causing steel mills to continuereduce production to match reduced demand. The Company believes many steel customers worked through the first quartertheir excess inventories of steel during 2009 and pricing levels throughout 2009will begin to remain well belowbuy steel again in 2010, albeit at reduced levels. This potential increase in demand coupled with the peak levels reached inreduced production from the third quarter of 2008. However,steel mills could combine to produce moderate increases are possible during 2009 due to reduced mill output and reductions in automotive and appliance output which reduce the amount of high-quality scrap, a prime input factor for steel pricing. In addition, spending under the American Recovery and Reinvestment Act of 2009 may impact steel prices by slowing the price retraction or even causing steel prices to rise.during 2010. Although the Company would institute price increases in response to rising steel and component prices, if the Company ismay not be able to raise the prices of its products enough to cover increased costs, resulting in the Company’s financial results will bebeing negatively affected. If the Company sees increases in upcoming steel prices, it will take advantage of buying opportunities to offset such future pricing where possible.
 
A-6

In addition to the factors stated above, many of the Company’s markets are highly competitive, and its products compete worldwide with a number of other manufacturers and distributors that produce and sell similar products. During most of 2008, the reduced value of the dollar relative to many foreign currencies and the positive economic conditions in certain foreign economies had a positive impact on the Company’s international sales. During the latter months of 2008, the dollar began to strengthen as the current economic recession began to have an impact around the world. During the first quarter of 2009, the dollar stabilized somewhat but at a stronger position than in the first nine months of 2008. This had a negative impact on the Company’s international sales during the first half of 2009 even though the dollar began to weaken in the second quarter of 2009 and has remained relatively weak compared to other major currencies through 2009.  The Company expects the dollar to fluctuate but remain relatively weak through 2010.
 
In the United States and internationally, the Company’s equipment is marketed directly to customers as well as through dealers. During 2008,2009, approximately 75% to 80% of equipment sold by the Company was sold directly to the end user.
A - 6


The Company expects this ratio to remain relatively consistent through 2010.
 
The Company is operated on a decentralized basis and there is a complete management team for each operating subsidiary. Finance, insurance, legal, shareholder relations, corporate accounting and other corporate matters are primarily handled at the corporate level (i.e., Astec Industries, Inc., the parent company). The engineering, design, sales, manufacturing and basic accounting functions are all handled at each individual subsidiary. Standard accounting procedures are prescribed and followed in all reporting.
 
The non-union employees of each subsidiary have the opportunity to earn profit sharing distributionsbonuses in the aggregate up to 10% of theeach subsidiary’s after-tax profit if such subsidiary meets established goals. These goals are based on the subsidiary’s return on capital employed, cash flow on capital employed and safety. The profit sharing distributionsbonuses for subsidiary presidents are normally paid from a separate corporate pool.
 
Results of Operations;Operations: 2009 vs. 2008 vs. 2007
 
Net Sales
Net sales decreased $235,606,000 or 24.2%, from $973,700,000 in 2008 to $738,094,000 in 2009. Sales are generated primarily from new equipment purchases made by customers for use in construction for privately funded infrastructure and public sector spending on infrastructure. The overall decline in sales for 2009 compared to 2008 is reflective of the weak overall economic conditions, both domestic and international. Domestic sales for 2009 were $465,473,000 or 63.1% of consolidated net sales compared to $620,987,000 or 63.8% of consolidated net sales for 2008, a decrease of $155,514,000 or 25.0%.
International sales for 2009 were $272,621,000 or 36.9% of consolidated net sales compared to $352,713,000 or 36.2% of consolidated net sales for 2008, a decrease of $80,092,000 or 22.7%. The overall decrease in international sales for 2009 compared to 2008 is due to weak economic conditions in the international markets the company serves as well as volatility in the U.S. dollar during 2009.
Parts sales as a percentage of consolidated net sales increased 340 basis points from 21.0% in 2008 to 24.4% in 2009. In dollar terms, parts sales decreased 12.0% from $204,912,000 in 2008 to $180,332,000 in 2009.
Gross Profit
Consolidated gross profit as a percentage of sales decreased 330 basis points to 20.7% in 2009 from 24.0% in 2008. The primary reason for the overall decrease in gross margin as a percent of sales is reduced plant utilization due to lower production volumes resulting from weak domestic and foreign economies. In addition, the Company has experienced some pricing pressures in certain markets, further impacting gross margin.
Selling, General and Administrative Expense
Selling, general and administrative expenses for 2009 were $107,455,000, or 14.6% of net sales, compared to $122,621,000, or 12.6% of net sales, for 2008, a decrease of $15,166,000, or 12.4%. The decrease was primarily due to a reduction in payroll and related expenses of $4,387,000 resulting from a reduction of 10.2% in employee headcount during 2009. In addition, profit sharing expense decreased $4,207,000 due to a reduction in subsidiary performance which determines this formula-driven amount. In 2008, the Company incurred expenses related to the triennial ConExpo trade show of $3,631,000 which were not incurred in 2009. Commissions expense decreased $3,506,000 and travel expense decreased $1,729,000.
A-7

Research and Development
Research and Development expenses decreased $892,000 or 4.7%, from $18,921,000 in 2008 to $18,029,000 in 2009. Although sales decreased 24.2% during 2009, the Company remained committed to new product development and current product improvement.
Intangible Asset Impairment Charges
During the fourth quarter of 2009, the Company recorded non-cash intangible asset impairment charges of $17,036,000. These charges consisted of an impairment charge to goodwill of $16,716,000 and an impairment charge to other intangible assets of $320,000. These impairment charges were the result of the Company’s annual intangible asset impairment review in the fourth quarter, which coincides with the annual budgeting process.
Interest Expense
Interest expense in 2009 decreased $314,000, or 36.9%, to $537,000 from $851,000 in 2008. The decrease in interest expense in 2009 compared to 2008 related primarily to interest on state tax settlements incurred in 2008.
Interest Income
Interest income decreased $154,000 or 17.3% from $888,000 in 2008 to $734,000 in 2009. The primary reason for the decrease in interest income is a decrease in amounts invested in 2009 due to cash paid for acquisitions in late 2008.
Other Income
Other income (expense), net was $1,137,000 in 2009 compared to $6,255,000 in 2008, a decrease of $5,118,000. The primary reason for the decrease was a gain of $6,195,000 recognized in 2008 on the sale of certain equity securities. The primary component of the current year income amount is $615,000 of investment income from the investment portfolio at Astec Insurance.
Income Tax
Income tax expense for 2009 was $8,135,000, compared to income tax expense of $34,766,000 for 2008. The effective tax rates for 2009 and 2008 were 72.4% and 35.5%, respectively. The primary reason for the significant increase in the effective tax rate from 2008 to 2009 is nondeductible intangible asset impairment charges in 2009.
Net Income
The Company generatedhad net income forattributable to controlling interest of $3,068,000 in 2009 compared to $63,128,000 in 2008, a decrease of $63,128,000,$60,060,000, or $2.8095.1%. Earnings per diluted share were $0.14 in 2009 compared to net income$2.80 in 2008, a decrease of $56,797,000,$2.66 or $2.53 per diluted share, in 2007. The weighted average number of diluted common95.0%. Diluted shares outstanding at December 31, 2009 and 2008 waswere 22,715,780 and 22,585,775, comparedrespectively. The increase in shares outstanding is primarily due to 22,444,866the exercise of stock options by employees of the Company.
Backlog
The backlog of orders at December 31, 2007.2009 was $135,090,000 compared to $193,316,000 at December 31, 2008, a decrease of $58,226,000, or 30.1%. The decrease in the backlog of orders was almost evenly split between a decrease in domestic backlog of $32,775,000 or 31.0% and a decrease in international backlog of $25,451,000 or 29.0%. The decrease in backlog occurred in each of the Company’s segments except for the Mobile Asphalt Paving Group which experienced an increase in backlog of $754,000 or 26.4%. The Company is unable to determine whether the decline in backlogs was experienced by the industry as a whole; however, the Company believes the decreased backlog reflects the current economic conditions the industry is experiencing.
 
Net Sales (in thousands)
  2009  2008  $ Change  % Change 
Asphalt Group $258,527  $257,336  $1,191   0.5%
Aggregate and Mining Group  218,332   350,350   (132,018)  (37.7%)
Mobile Asphalt Paving Group  136,836   150,692   (13,856)  (9.2%)
Underground Group  67,353   135,152   (67,799)  (50.2%)
Other Group  57,046   80,170   (23,124)  (28.8%)

A-8

Asphalt Group: Sales in this group remained relatively flat at $258,527,000 in 2009 compared to $257,336,000 in 2008, an increase of $1,191,000. Domestic sales for the Asphalt Group decreased 7.8% in 2009 compared to 2008. The Company believes this segment was the beneficiary of federal stimulus spending under the ARRA of 2009, which provided $27.5 billion of funding for transportation construction projects. International sales for the Asphalt Group increased 15.8% in 2009 compared to 2008. This increase was primarily in Canada and the Middle East. Parts sales for the Asphalt Group increased 4.7% in 2009.
Aggregate and Mining Group: Sales in this group were $218,332,000 in 2009 compared to $350,350,000 in 2008, a decrease of $132,018,000 or 37.7%. Domestic sales for the Aggregate and Mining Group decreased 37.6% in 2009 compared to 2008. The primary driver of this decrease was the weak domestic residential and commercial construction markets during 2009. International sales for the Aggregate and Mining Group decreased 34.0% in 2009 compared to 2008. This decrease was also due to weakness in the construction market globally. The decrease in international sales occurred primarily in Asia, Canada, Africa and the Middle East. Parts sales for the Aggregate and Mining Group decreased 21.1% in 2009 compared to 2008.
Mobile Asphalt Paving Group: Sales in this group were $136,836,000 in 2009 compared to $150,692,000 in 2008, a decrease of $13,856,000 or 9.2%. Domestic sales for the Mobile Asphalt Paving Group increased 2.0% in 2009 over 2008. The Company believes this segment was also the beneficiary of federal stimulus spending under the ARRA of 2009. International sales for the Mobile Asphalt Paving Group decreased 37.3% in 2009 compared to 2008. The decrease internationally occurred primarily in Europe and Australia but was offset by an increase in Canada, which also passed stimulus spending legislation that benefited the transportation industry. Parts sales for this group increased 2.7% in 2009
Underground Group: Sales in this group were $67,353,000 in 2009 compared to $135,152,000 in 2008, a decrease of $37,799,000 or 50.2%. Domestic sales for the Underground Group decreased 61.8% in 2009 compared to 2008. The primary reason for this decline is the weak domestic residential and commercial construction markets. International sales for the Underground Group decreased 35.8% in 2009 compared to 2008. The decrease in international sales occurred in Asia, Australia, Europe, South America, Central America and the Middle East. Parts sales for the Underground Group decreased 32.4% in 2009.
Other Group: Sales for the Other Group were $57,046,000 in 2009 compared to $80,170,000 in 2008, a decrease of $23,124,000 or 28.8%. Domestic sales for the Other Group, which are generated by Peterson Pacific Corp. for this group, decreased 51.5% in 2009 compared to 2008. This decrease is due to the weak domestic construction market. International sales for the Other Group increased 19.0% in 2009 over 2008. This increase occurred primarily in Australia due to the acquisition of Astec Australia in the fourth quarter of 2008. This increase was partially offset by a decrease in sales to Canada. Parts sales for the Other Group increased 5.3% in 2009.
Segment Profit (in thousands):
  2009  2008  $ Change  % Change 
Asphalt Group $33,455  $40,765  $(7,310)  (17.9%)
Aggregate and Mining Group  (172)  37,032   (37,204)  (100.5%)
Mobile Asphalt Paving Group  13,374   15,087   (1,713)  (11.4%)
Underground Group  (14,560)  12,510   (27,070)  (216.4%)
   (29,614  (41,153  11,539   28.0
Asphalt Group: Profit for this group was $33,455,000 for 2009 compared to $40,765,000 for 2008, a decrease of $7,310,000 or 17.9%. The primary reason for the decline in profit is a $4,095,000 reduction in gross profit for this group. Although the Asphalt Group’s sales for 2009 were practically the same as 2008, its capacity increased significantly in late 2008 with the addition of Dillman resulting in an increase in unabsorbed overhead of $3,504,000 in 2009 over 2008 levels. Increased research and development expense of $2,171,000, due to the development in 2009 of a new concrete plant, also contributed to the decrease in profit in 2009.
Aggregate and Mining Group: This group had a loss of $172,000 in 2009 compared to profit of $37,032,000 in 2008, a decrease of $37,204,000 or 100.5%. This group had a decrease of $36,483,000 in gross profit during 2009 from the significant drop in sales. Also affecting gross profit was an increase in unabsorbed overhead of $3,754,000 during 2009. The group incurred an intangible asset impairment charge of $10,909,000 which is reflected in intangible asset impairment charges in the consolidated statement of operations for 2009.
A-9

Mobile Asphalt Paving Group: Profit for this group was $13,374,000 in 2009 compared to profit of $15,087,000 in 2008, a decrease of $1,713,000 or 11.4%. The primary reason for the decrease in profit is a reduction in sales of 9.2% during 2009. This resulted in an increase in unabsorbed overhead of $1,608,000 year over year.
Underground Group: This group had a loss of $14,560,000 in 2009 compared to profit of $12,510,000 in 2008 for a decrease of $27,070,000 or 216.4%. Gross profit for this group decreased $29,601,000 in 2009, primarily due to the 50.2% decrease in sales year over year. The Underground Group’s gross profit was also negatively impacted by an increase in unabsorbed overhead of $2,625,000 in 2009 compared to 2008. Charges to reduce the value of inventory in 2009 were $2,339,000 in excess of 2008 levels. These expenses were offset by a reduction in selling, general and administrative expenses of $2,000,000 in 2009.
Other Group: The Other Group had a loss of $29,614,000 in 2009 compared to a loss of $41,153,000 in 2008, an improvement of $11,539,000 or 28%. The profit in this group is significantly impacted by federal income tax expense which is recorded at the parent company only. Income tax expense in this group decreased $21,132,000 in 2009 compared to 2008. Gross profit for this group decreased $6,535,000 in 2009 compared to 2008. This was a result of the decrease in sales of $23,124,000 in this group. The decrease in sales was partially offset by a decrease in unabsorbed overhead of $1,219,000 in 2009 compared to 2008. In addition, this segment incurred non-cash intangible asset impairment charges of $5,841,000 in 2009 which is reflected in intangible asset impairment charges in the consolidated statement of operations.
Results of Operations: 2008 vs. 2007
Net Sales
Net sales for 2008 were $973,700,000, an increase of $104,675,000, or 12.0%, compared to net sales of $869,025,000 in 2007. The increase in net sales in 2008 occurred in both domestic and international sales and was primarily due to the continued weakness of the dollar against foreign currencies and strong economic conditions internationally during most of 2008.
 
In 2008, international sales increased $74,377,000, or 26.7%, to $352,713,000 compared to international sales of $278,336,000 in 2007. International sales increased the most in Asia, followed by Canada, Africa, South America and Central America. These increases are due primarily to continued weakness of the dollar against these currencies and strong local economic conditions in these geographic areas during most of 2008.
 
In 2008, domestic sales increased $30,297,000 or 5.1%, to $620,987,000 compared to domestic sales of $590,690,000 in 2007. Domestic sales are primarily generated from equipment purchases made by customers for use in construction for privately funded infrastructure development and public sector spending on infrastructure development.
 
Parts sales were $204,912,000 in 2008 compared to $186,146,000 in 2007 for an increase of 10.1%. The increase of $18,766,000 was generated mainly by the Underground Group and the Asphalt Group. The increase was primarily due to strong economic conditions both domestically and abroad, increased parts marketing efforts and growth in the active machine population.
 
Gross Profit
Gross profit increased from $209,778,000$209,176,000 in 2007 to $233,858,000$233,311,000 in 2008. The gross profit as a percentage of net sales decreased 10 basis points from 24.1% in 2007 to 24.0% in 2008. The primary factor that caused this decrease in gross profit as a percentage of net sales was an increase in overhead of $5,520,000 in 2008 as compared to 2007. The increase in overhead is due primarily to manufacturing process improvement projects, as well as the impact of slowing economic activity during the second half of the year resulting in lower absorption of overhead. As these improvement projects occurred, the flow of production was disrupted and certain production resources were used to complete the projects, thus creating inefficiencies which resulted in excess production costs. Steel and component cost increases were offset by sales price increases, redesign of the product, and improvements in the manufacturing process.
 
Selling, General and Administrative Expense
In 2008, selling, general and administrative (“SG&A”) expenses increased $15,021,000 or 14.0% to $122,621,000, or 12.6% of 2008 net sales, from $107,600,000, or 12.4% of net sales, in 2007. The increase in SG&A in 2008 compared to 2007 was primarily due to increases in personnel related expenses of $7,790,000, sales commissions of $1,424,000, and health insurance of $2,911,000. In addition, ConExpo costs of $3,594,000 were expensed in 2008.
 
A-10

Research and Development Expense
Research and development expenses increased by $3,472,000, or 22.5%, from $15,449,000 in 2007 to $18,921,000 in 2008. The increase is related to the development of new products and improvement of current products.
 
Interest Expense
Interest expense for 2008 remained flat at $851,000 from $853,000 in 2007. This equates to 0.1% of net sales in both 2008 and 2007.
 
Interest Income
A - 7

Interest income decreased $1,845,000, or 67.5%, to $888,000 in 2008 from $2,733,000 in 2007. The decrease is primarily due to a reduction in cash available for investment due to business acquisitions in mid 2007 and 2008.
Other Income
Other income (expense), net was income of $5,709,000$6,255,000 in 2008 compared to expenseincome of $202,000$399,000 in 2007. The net change in other income from 2007 to 2008 was due primarily to gains on the sale of investments.certain equity securities in 2008.
 
Income Tax
For 2008, the Company had an overall income tax expense of $34,767,000,$34,766,000, or 35.5% of pre-tax income compared to the 2007 tax expense of $31,398,000, or 35.5% of pre-tax income.
Net Income
The Company generated net income attributable to controlling interest for 2008 of $63,128,000, or $2.80 per diluted share, compared to net income attributable to controlling interest of $56,797,000, or $2.53 per diluted share, in 2007. The weighted average number of diluted common shares outstanding at December 31, 2008 was 22,585,775 compared to 22,444,866 at December 31, 2007.
 
Earnings per share for 2008 were $2.80 per diluted share compared to $2.53 per diluted share for 2007, a 10.7% increase.
 
Backlog
The backlog at December 31, 2008 was $193,316,000 compared to $280,923,000, including the backlogs of Dillman and Astec Australia, at December 31, 2007, a 31.2% decrease. The international backlog at December 31, 2008 was $87,693,000 compared to $88,842,000 at December 31, 2007, a decrease of $1,149,000 or 1.3%. The domestic backlog at December 31, 2008 was $105,623,000 compared to $192,081,000 at December 31, 2007, a decrease of $86,458,000 or 45.0%. The backlog decreased $47,691,000 in the Aggregate and Mining Group, followed by a decrease of $27,135,000 in the Asphalt Group. The Company is unable to determine whether this backlog effect was experienced by the industry as a whole,whole; however, the Company believes the decreased backlog reflects the current economic conditions the industry is experiencing.
 
Segments
Asphalt Group: During 2008, this segment had sales of $257,336,000 compared to $240,229,000 for 2007, an increase of $17,107,000, or 7.1%. Asphalt Group sales increased both domestically and internationally. International sales increased primarily in Canada and Central America. Segment profits for 2008 were $40,765,000 compared to $37,707,000 for 2007, an increase of $3,058,000, or 8.1%. The focus on product improvement and cost reduction through the Company’s focus group initiative as well as price increases and increased international sales impacted gross profits and segment income during 2008.
 
Aggregate and Mining Group: During 2008, sales for this segment increased $12,167,000, or 3.6%, to $350,350,000 compared to $338,183,000 for 2007. The primary increase in sales was attributable to increased international sales in Asia, Africa and South America. Domestic sales for the Aggregate and Mining Group were down 12.3% compared to 2007. Segment profits for 2008 decreased $1,860,000, or 4.8%, to $37,032,000 from $38,892,000 for 2007. The primary reasons for the decrease in segment profits waswere ConExpo expenses of $1,578,000 in 2008 and weakening sales volume and gross profit in the fourth quarter of 2008.
 
A-11

Mobile Asphalt Paving Group: During 2008, sales for this segment increased $4,203,000, or 2.9%, to $150,692,000 from $146,489,000 in 2007. The increase in sales in 2008 compared to 2007 was attributable to international sales. International sales increased in Europe, Canada and South America. Domestic sales decreased slightly year over year. Segment profits for 2008 decreased $2,798,000, or 15.6%, to $15,087,000 from $17,885,000 for 2007. The decrease in segment profits was primarily due to increased research and development costs, ConExpo expenses of $665,000 in 2008 and weakening sales volume and gross profit in the fourth quarter of 2008.
 
Underground Group: During 2008, sales for this segment increased $20,774,000, or 18.2%, to $135,152,000 from $114,378,000 for 2007. International sales for this group increased in South America, Africa, China, Japan and Korea. Segment profits for 2008 increased $5,163,000 from $7,348,000 in 2007 to $12,511,000 in 2008. The sales and profit increase is primarily due to market acceptance of new products.
 
Other:Other Group: During 2008, sales for this segment increased $50,424,000, or 169.5%, to $80,170,000 from $29,746,000 in 2007. $42,337,000 of this increase is due to the acquisitions of Peterson and Astec Australia.
 
Results of Operations; 2007 vs. 2006
The Company generated net income for 2007 of $56,797,000, or $2.53 per diluted share, compared to net income of $39,588,000, or $1.81 per diluted share, in 2006. The weighted average number of diluted common shares outstanding at December 31, 2007 was 22,444,866 compared to 21,917,123 at December 31, 2006.
Net sales for 2007 were $869,025,000, an increase of $158,418,000, or 22.3%, compared to net sales of $710,607,000 in 2006. The increase in net sales in 2007 occurred in both domestic and international sales and was primarily due to the continued weakness of the dollar against foreign currencies and strong economic conditions internationally and domestically.
A - 8


In 2007, international sales increased $86,185,000, or 44.9%, to $278,336,000 compared to international sales of $192,151,000 in 2006. International sales increased the most in Australia, followed by Canada and South America. These increases are due primarily to continued weakness of the dollar against these currencies and improving local economic conditions in these geographic areas.
In 2007, domestic sales increased $72,234,000 or 13.9%, to $590,690,000 compared to domestic sales of $518,456,000 in 2006. Domestic sales are primarily generated from equipment purchases made by customers for use in construction for privately funded infrastructure development and public sector spending on infrastructure development.
Parts sales were $186,146,000 in 2007 compared to $165,487,000 in 2006 for an increase of 12.5%. The increase of $20,659,000 was generated mainly by the Underground Group and the Aggregate and Mining Group. The increase was primarily due to improving economic conditions both domestically and abroad and increased parts marketing efforts.
Gross profit increased from $168,287,000 in 2006 to $209,778,000 in 2007. As a result, the gross profit as a percentage of net sales increased 40 basis points from 23.7% in 2006 to 24.1% in 2007. The primary factors that caused this increase in gross profit were increased international sales, increased parts sales, price increases and the impact of the Company’s cost and design initiative programs. These improvements in gross profit were offset by an increase in overhead of $3,214,000 in 2007 as compared to 2006. The increase in overhead is due primarily to the facility expansion projects at certain subsidiaries. As these improvement projects occurred, the flow of production was disrupted and certain production resources were used to complete the projects, thus creating inefficiencies which resulted in excess production costs.
In 2007 selling, general and administrative (“SG&A”) expenses increased $13,217,000 or 14.0% to $107,600,000, or 12.4% of 2007 net sales from $94,383,000 or 13.3% of net sales in 2006. The increase in SG&A in 2007 compared to 2006 was primarily due to increases in personnel related expenses of $4,462,000, profit sharing expense of $1,842,000, sales commissions of $1,745,000, travel, lodging and meals expense of $1,780,000 and depreciation of $814,000. Each of these expenses increased in anticipation of or as a result of increased sales volumes.
Research and development expenses increased by $1,888,000, or 13.9%, from $13,561,000 in 2006 to $15,449,000 in 2007. The increase is related to the development of new products and improvement of current products.
Interest expense for 2007 decreased by $819,000, or 49.0%, to $853,000 from $1,672,000 in 2006. This equates to 0.1% of net sales in 2007 compared to 0.2% of net sales for 2006. During April, 2007 the Company entered into a new credit agreement which reduced the interest charged related to the revolving credit line and letters of credit.
Interest income increased $1,264,000, or 86.0%, to $2,733,000 in 2007 from $1,469,000 in 2006. The increase is primarily due to a higher investment of excess cash in 2007 compared to 2006.
Other income (expense), net was an expense of $202,000 in 2007 compared to income of $167,000 in 2006. The net change in other income from 2006 to 2007 was due primarily to an increase in losses on foreign currency transactions.
For 2007, the Company had an overall income tax expense of $31,398,000, or 35.5% of pre-tax income compared to the 2006 tax expense of $20,638,000, or 34.2% of pre-tax income. The primary reason for the increase in the effective tax rate in 2007 compared to 2006 is the repeal of the Extra-Territorial Income Exclusion for 2007.
Earnings per share for 2007 were $2.53 per diluted share compared to $1.81 per diluted share for 2006, resulting in a 39.8% increase.
The backlog at December 31, 2007 was $272,422,000 compared to $246,240,000, including Peterson, at December 31, 2006, a 10.6% increase. The backlog increased $13,804,000 in the Asphalt Group, followed by increases of $3,661,000 in the Aggregate and Mining Group, and $3,638,000 in the Underground Group. The Company is unable to determine whether this backlog effect was experienced by the industry as a whole. The Company believes the increased backlog reflects increased international sales demand relating to the weak dollar and strong foreign economies along with the impact of federal funding under SAFETEA-LU.
A - 9


Asphalt Group: During 2007, this segment had sales of $240,229,000 compared to $186,657,000 for 2006, an increase of $53,572,000, or 28.7%. Asphalt Group sales increased both domestically and internationally.  The international sales increased primarily in Australia and South America. Segment profits for 2007 were $37,707,000 compared to $24,387,000 for 2006, an increase of $13,320,000, or 54.6%. The focus on product improvement and cost reduction through the Company’s focus group initiative as well as price increases and increased international sales impacted gross profits and segment income during 2007.
Aggregate and Mining Group: During 2007, sales for this segment increased $48,712,000, or 16.8%, to $338,183,000 compared to $289,471,000 for 2006. The primary increase in sales was attributable to increased international sales. Domestic sales for the Aggregate and Mining Group were flat compared to 2006. International sales increased primarily in Canada, South America and the Middle East. Segment profits for 2007 increased $5,629,000, or 16.9%, to $38,892,000 from $33,263,000 for 2006. Profits improved due to increased international sales and increased parts sales.
Mobile Asphalt Paving Group: During 2007, sales for this segment increased $17,104,000, or 13.2%, to $146,489,000 from $129,385,000 in 2006. The increase in sales in 2007 compared to 2006 was almost evenly split between international and domestic sales. International sales improved in Australia, Southeast Asia, Europe and South America. Segment profits for 2007 increased $3,517,000, or 24.5%, to $17,885,000 from $14,368,000 for 2006. Segment profits were positively impacted by both improved machine sales volume and parts sales volume.
Underground Group: During 2007, sales for this segment increased $9,284,000, or 8.8%, to $114,378,000 from $105,094,000 for 2006. This increase is due primarily to increased sales of large trenchers, directional drills and auger boring machines. International sales for this group increased slightly compared to 2006. Segment profits for 2007 increased $2,482,000 from $4,866,000 in 2006 to $7,348,000 in 2007.
Other: The sales of $29,746,000 in this segment in 2007 were generated by Peterson Pacific Corp. which was acquired on July 1, 2007. There were no sales in this segment in 2006.
Liquidity and Capital Resources
 
The Company’s primary sources of liquidity and capital resources are its cash on hand, investments, borrowing capacity under a $100 million revolving credit facility and cash flows from operations. CashThe Company had $40,429,000 of cash available for operating purposes was $9,674,000 at December 31, 2008. The2009. In addition, the Company had $3,129,000 ofno borrowings outstanding under its credit facility with Wachovia Bank, National Association (“Wachovia”) at December 31, 2008.2009 as discussed further below. Net of letters of credit of $10,734,000,$11,634,000, the Company had borrowing availability of $86,137,000 on its$88,366,000 under the credit facility at December 31, 2008.facility.
 
During April 2007, the Company entered into an unsecured credit agreement with Wachovia whereby Wachovia has extended to the Company an unsecured line of credit of up to $100,000,000 including a sub-limit for letters of credit of up to $15,000,000. The Wachovia credit agreement replaced the previous $87,500,000 secured credit facility the Company had in place with General Electric Capital Corporation and General Electric Capital-Canada.
 
The Wachovia credit facility hashad an original term of three years (which is subject to furtherwith two one-year extensions as provided therein).available. Early in 2009,2010, the Company exercised its rightthe final extension bringing the new loan maturity date to extend the credit facility’s term one additional year. An additional one year extension is available.May 2012. The interest rate for borrowings is a function of the Adjusted LIBOR Rate or Adjusted LIBOR Market Index Rate, as defined, as elected by the Company, plus a margin based upon a leverage ratio pricing grid ranging between 0.5% and 1.5%. As of December 31, 2008,2009, the applicable margin based upon the leverage ratio pricing grid was equal to 0.5%. The unused facility fee is 0.125%. The interest rate at December 31, 2008 was 0.94%. The Wachovia credit facility requires no principal amortization and interest only payments are due, in the case of loans bearing interest at the Adjusted LIBOR Market Index Rate, monthly in arrears and, in the case of loans bearing interest at the Adjusted LIBOR Rate, at the end of the applicable interest period. The interest rate was 0.73% and 0.94% at December 31, 2009 and 2008, respectively. The Wachovia credit agreement contains certain financial covenants including a minimum fixed charge coverage ratio, minimum tangible net worth and maximum allowed capital expenditures. The borrowings are classified as current liabilities as the Company plans to repay the debt within the next 12 months.
A - 10

The Company was in compliance with the covenants under its credit facility as of December 31, 2008.2009.
 
The Company’s South African subsidiary, Osborn Engineered Products SA (Pty) Ltd.,Ltd, (Osborn) has available a credit facility of approximately $5,978,000$7,429,000 (ZAR 50,000,000)55,000,000) to finance short-term working capital needs, as well as to cover  the short-term establishment of letter of credit performance, advance payment and retention guarantees. As of December 31, 2008,2009, Osborn had $298,000no outstanding borrowings under the credit facility, at 15% interest, and approximately $1,854,000but $4,422,000 in performance, advance payment and retention bonds which were guaranteedissued under the facility. The facility is secured by Osborn’s buildings and improvements, accounts receivable and cash balances (cash balances up to $2,701,000) and a $2,000,000 letter of credit issued by the parent Company. The portion of the available facility not secured by the $2,000,000 letter of credit fluctuates monthly based upon seventy-five percent (75%) of Osborn’s accounts receivable and total cash balances at the end of the prior month as well as buildings and improvements of $1,983,000.company. As of December 31, 2008,2009, Osborn had available credit under the facility of approximately $3,826,000.$3,007,000. The facility expires on July 30, 2009 andhas an ongoing, indefinite term subject to annual reviews by the Company plans to renew the facility prior to expiration. There is nobank. The agreement has an unused facility fee.fee of 0.793%.
 
The Company’s Australian subsidiary, Astec Australia Pty Ltd (“Astec Australia”) has an available credit facility to finance short-term working capital needs of $2,511,000 (AUD 2,800,000), to finance foreign exchange dealer limit orders of $2,242,000 (AUD 2,500,000) and to provide bank guarantees to others of $179,000 (AUD 200,000). The facility is secured by a $2,500,000 letter of credit issued by the Company. No amounts were outstanding under the credit facility at December 31, 2009; however, $22,000 in performance bonds were guaranteed under the facility.
A-12

Cash Flows from Operating Activities (in thousands):
  
2009
  
2008
  
Increase /
Decrease
 
Net income $3,106  $63,295  $(60,189)
Non-cash items in net income:            
Depreciation
  17,752   16,657   1,095 
Provision for warranty
  10,908   18,317   (7,409)
Intangible asset impairment charges
  17,036   --   17,036 
Gain on sale of available for sale securities
  --   (6,195)  6,195 
Other, net
  5,145   7,300   (2,155)
Changes in working capital:            
Decrease in receivables
  8,171   10,926   (2,755)
Decrease (increase) in inventories
  36,570   (70,790)  107,360 
Increase in prepaid expenses
  (698)  (3,819)  3,121 
Decrease in accounts payable
  (16,124)  (3,909)  (12,215)
(Decrease) increase in customer deposits
  (15,938)  402   (16,340)
Decrease in accrued product warranty
  (12,514)  (15,955)  3,441 
Decrease in other accrued liabilities
  (2,667)  (4,352)  1,685 
Other, net
  (1,546)  (1,839)  293 
Net cash provided by operating activities $49,201  $10,038  $39,163 
Net cash provided by operating activities increased $39,163,000 in 2009 compared to 2008. The primary reasons for the year ended December 31, 2008 was $10,038,000increase in operating cash flows in 2009 compared to $45,744,000 for the year ended December 31, 2007. The2008 are a decrease in inventory in 2009 of $36,570,000 compared to an increase in inventory in 2008 of $70,790,000. The Company made a substantial effort in 2009 to reduce inventory through reduced purchasing of raw materials and purchased parts. This effort was in response to decreased sales volume and reduced production resulting in lower finished goods. This increase in cash providedfrom inventory was offset by operating activities is primarily due toa decrease in net income of $60,189,000 as well as an increase in cash used for inventory of $28,195,000, an increaseby accounts payable and customer deposits in 2009 compared to 2008 totaling $28,555,000.
Cash Flows from Investing Activities (in thousands):
  
2009
  
2008
  
Increase /
Decrease
 
Business acquisitions $(475) $(18,283) $17,808 
Expenditures for property and equipment  (17,463)  (39,932)  22,469 
Sale of available for sale securities  --   16,500   (16,500)
Other, net  283   276   7 
Net cash used by investing activities $(17,655) $(41,439) $23,784 
Net cash used by investing activities in 2009 decreased $23,784,000 compared to reduce other accrued liabilities of $10,588,000, a decrease in customer deposits of $14,511,000, increases2008 due to reductions in cash used for income taxes payablecapital expenditures of $8,175,000$22,469,000 and cash used to pay down accounts payablefor business acquisitions of $10,733,000.$17,808,000. These uses of cashamounts were offset by increased earnings of $6,331,000, cash provided by accounts receivable of $21,771,000 and increases in the provision for warranty of $5,820,000.
Cash flows used by investing activities for the year ended December 31, 2008 were $41,438,000 compared to $68,261,000 for the year ended December 31, 2007. During 2008, the Company purchased Dillman Equipment, Inc. and Double L Investments, Inc. using net cash of $16,493,000. In addition, the Company purchased Q-Pave Pty Ltd assets using $1,797,000 of cash and increased expenditures for property and equipment of $1,481,000 in 2008 over 2007. These current year uses of cash were offset by cash proceeds of $16,500,000 from the sale of investments compared to $10,305,000 used to purchase investments in 2007. Investing cash flows were impacted in 2007 by the purchase of Peterson Pacific Corp. for net cash of $19,656,000.
Cash provided by financing activities was $7,624,000 in 2008 compared to $11,935,000 in 2007. Financing cash flows were primarily impacted by a reduction of $12,175,000 in cash provided by stock options exercised and the related tax benefits in 2008 compared to 2007, partially offset by a reduction in cash proceeds from the sale of securities of $16,500,000 in the fourth quarter of 2008.
A-13

Cash Flows from Financing Activities (in thousands):
  
2009
  
2008
  
Increase /
Decrease
 
Proceeds from issuance of common stock $880  $4,669  $(3,789)
Net borrowings (repayments) under revolving line of credit  (3,427)  3,427   (6,854)
Other, net  (663)  (470)  (193)
Net cash (used) provided by financing activities $(3,210) $7,626  $(10,836)
Financing activities used cash of $3,210,000 in 2009 while in 2008 financing activities provided cash of $7,626,000 for a net change of $10,836,000. Fewer stock options were exercised in 2009 reducing the cash used to pay off debt assumed in business acquisitionsproceeds from the issuance of $6,588,000. In addition, net borrowings increasedcommon stock by $3,789,000. Also during 2009, the Company repaid the outstanding balance of $3,427,000 inthat was borrowed against its revolving line of credit during 2008.
 
Capital expenditures in 2009for 2010 are budgetedforecasted to be approximately $30,473,000.total $15,291,000. The Company expects to finance these expenditures using cash currently available thecash balances, internally generated funds and available capacitycredit under the Company’s revolving credit facility and internally generated funds.facility. Capital expenditures are generally for 2008 were $39,932,000 compared to $38,451,000machinery, equipment and facilities used by the Company in 2007.the production of its various products.
 
The Company believes that its current working capital, cash flows generated from future operations and available capacity remaining under its credit facilityfacilities will be sufficient to meet the Company’s working capital and capital expenditure requirements through December 31, 2009.2010.
 
Financial Condition
 
The Company’s current assets increased from $348,732,000decreased to $384,365,000 at December 31, 2007 to2009 from $395,099,000 at December 31, 2008, an increasea decrease of $46,367,000,$10,734,000, or 13.3%2.7%. The increasedecrease is primarily attributable to a $74,999,000 increasedecrease in inventory. This increase wasinventory of $37,269,000 and a decrease in trade receivables of $5,292,000 offset by decreasesan increase in cash of $24,963,000 and trade receivables$30,755,000. The Company made a substantial effort in 2009 to reduce inventory through reduced purchasing of $12,568,000. The increase in inventory is due primarily to increased levels of finished goods and raw materials acquiredand purchased parts. This effort was in the acquisitionsresponse to decreased sales volume and reduced production requirements which also resulted in lower finished goods. Trade receivables decreased primarily due to reduced sales volumes in 2009 as compared to 2008.
Goodwill decreased $15,752,000 in 2009 primarily due to non-cash impairment charges of Dillman Equipment, Inc. and Astec Australia Pty Ltd. as well as inventory purchased to meet the Company’s increased demand during 2008 and weakened sales$16,716,000 recognized in the fourth quarter based on the Company’s review of 2008.the fair value of goodwill and other intangible assets.  The increaseremaining change in inventory resultedgoodwill is due to the translation impact on goodwill at foreign subsidiaries.
In late 2009 the Company reviewed and adjusted its internal five-year projections as part of its normal annual budgeting procedures. These revised projections were used in the annual valuations performed to determine if an impairment charge to goodwill should be recorded. The valuations performed in 2009 indicated possible impairment in two of the Company’s inventory turn ratio decreasingreporting units which necessitated further testing to determine the amount of impairment. As a result of the additional testing, 100% of the goodwill in the two reporting units was determined to be impaired.
The valuation performed for 2009 included a combination of discounted cash flows and market approaches to determine the fair value of the Company’s reporting units. Weighted average cost of capital assumptions used in the calculations ranged from 3.4513% to 22%. A terminal growth rate of 3% was also assumed. The $16,716,000 goodwill impairment charge is included in intangible asset impairment charges in the consolidated statements of operations.  The remaining $320,000 of impairment charge is related to other intangible assets. The valuations performed in 2008 and 2007 indicated no impairment of goodwill or other intangible assets.
For the Company’s reporting units not incurring a goodwill impairment, the excess of the units’ fair values over their carrying values ranged from $2,187,000 to $119,160,000. A hypothetical 10% reduction in the fair value of these reporting units would result in fair values in excess of carrying values ranging from $1,516,000 to $86,419,000, with one reporting unit having a carrying value in excess of fair value. The goodwill at that reporting unit was $2,270,000 at December 31, 2007 to 2.91 at December 31, 2008. The decrease in cash is primarily due to the acquisitions mentioned above. The decrease in receivables is primarily due to the decrease in the Company’s sales volume during the fourth quarter of 2008.2009.
A - 11A-14

Property and Equipment, net, increased $27,602,000The Company’s current liabilities decreased $37,529,000 from $141,528,000$143,836,000 at December 31, 20072008 to $169,130,000$106,307,000 at December 31, 2008.2009. The increasedecrease is primarily attributable to decreases in accounts payable of $14,665,000 and customer deposits of $14,780,000. Accounts payable decreased due to significantly reduced production activity in 2009 resulting in lower purchases volumes. Customer deposits decreased due to lower backlogs as a result of capital expenditures for fixed assets of $39,932,000 and additions due to business acquisitions of $6,621,000, offset by current year depreciation of $16,657,000.
The long-term portion of the Company’s investments decreased by $8,617,000 from $18,529,000 at December 31, 2007 to $9,912,000 at December 31, 2008. This decrease is primarily attributed to the sale of certain investments during the fourth quarter of 2008 for a pre-tax gain of $6,195,000, which is included in other income.weak economy.
 
Market Risk and Risk Management Policies
 
The Company is exposed to changes in interest rates, primarily from its revolving credit agreements. At December 31, 2008 and 2007, the Company did not have interest rate derivatives in place. A hypothetical 100 basis point adverse move (increase) in interest rates would not have materially affected interest expense for the year ended December 31, 2008,2009, since there were only minimal amounts outstanding on the revolving credit agreements during most of the year. The Company does not hedge variable interest.
 
The Company is subject to foreign exchange risk at its foreign operations. Foreign operations represent 11.1% and 9.9% of total assets at December 31, 2009 and 2008, respectively, and 200710.4% and 7.6% and 7.4% of total revenue for the years ended December 31, 20082009 and 2007,2008, respectively. Each period the Company’s balance sheets and related results of operations are translated from their functional foreign currency into U.S. dollars for reporting purposes. As the dollar strengthens against those foreign currencies, the foreign denominated net assets and operating results become less valuable in the Company’s reporting currency. When the dollar weakens against those currencies the foreign denominated net assets and operating results become more valuable in the Company’s reporting currency. At each reporting date, the fluctuation in the value of the net assets and operating results due to foreign exchange rate changes is recorded as an adjustment to other comprehensive income in shareholders’ equity. The Company views its investments in foreign subsidiaries as long-term and does not hedge the net investments in foreign subsidiaries.
 
From time to time the Company’s foreign subsidiaries enter into transactions not denominated in their functional currency. In these situations, the Company evaluates the need to hedge those transactions against foreign currency rate fluctuations. WhereWhen the Company determines a need to hedge a transaction, the subsidiary enters into a foreign currency hedge. The Company does not apply hedge accounting to these contracts and, therefore, recognizes the fair value of these contracts in the consolidated balance sheet and the change in the fair value of the contracts in current earnings.
 
Due to the limited exposure to foreign exchange rate risk, a 10% fluctuation in the foreign exchange rates at December 31, 20082009 or 20072008 would not have a material impact on the Company’s consolidated financial statements.
 
Aggregate Contractual Obligations
 
The following table discloses aggregate information about the Company’s contractual obligations and the period in which payments are due as of December 31, 2008:2009 (in thousands):
  Payments Due by Period  Payments Due by Period 
Contractual ObligationsContractual Obligations  Total  
Less Than
1 Year
  1 to 3 Years  3 to 5 Years  
More Than
5 Years
  Total  
Less Than
1 Year
  1 to 3 Years  3 to 5 Years  
More Than
5 Years
 
Operating lease obligationsOperating lease obligations  $3,079,000  $1,460,000  $1,559,000  $44,000  $16,000  $2,233  $1,247  $924  $38  $24 
Inventory purchase obligationsInventory purchase obligations   1,957,000   1,901,000   56,000   --   --   712   424   288   --   -- 
Debt obligations   3,427,000   298,000   3,129,000   --   -- 
TotalTotal  $8,463,000  $3,659,000  $4,744,000  $44,000  $16,000  $2,945  $1,671  $1,212  $38  $24 
 
The above table excludes our liability for unrecognized tax benefits, which totaled $939,000$675,000 at December 31, 20082009 since we cannot predict with reasonable reliability the timing of cash settlements to the respective taxing authorities.
 
A - 12

Although the Company’s borrowings under its Wachovia credit line are classified as current at December 31, 2008 because the Company intends to repay the amounts within twelve months, the amounts are not contractually due until the expiration of the credit agreement in May 2011 and, therefore, are shown in the above schedule as due in 1 to 3 years.
In 2008,2009, the Company made contributions of approximately $562,000$232,000 to its pension plan and $313,000$49,000 to its post-retirement benefit plans,plan for a total of $875,000,$281,000, compared to $1,060,000$875,000 in 2007.2008. The Company estimates that it will contribute a total of approximately $248,000$536,000 to the pension and post-retirement plans during 2009.2010. The Company’s funding policy for all plans is to make the minimum annual contributions required by applicable regulations.
 
A-15

Contingencies
 
Management has reviewed all claims and lawsuits and, upon the advice of counsel, has made adequate provision for any losses that can be reasonably estimated. However, the Company is unable to predict the ultimate outcome of the outstanding claims and lawsuits.
 
Certain customers have financed purchases of the Company’s products through arrangements in which the Company is contingently liable for customer debt and residual value guarantees aggregating $241,000$4,276,000 and $776,000$241,000 at December 31, 20082009 and 2007,2008, respectively. These obligations have average remaining terms of two5.5 years. There are noThe Company has recorded liabilitiesa liability of $395,000 related to these guarantees.guarantees at December 31, 2009.
 
The Company is contingently liable under letters of credit of approximately $10,734,000,$16,078,000, primarily for performance guarantees to customers or insurance carriers.
 
Off-balance Sheet Arrangements
 
As of December 31, 20082009 the Company does not have any off-balance sheet arrangements as defined by Item 303(a)(4) of Regulation S-K.S-K, except for those items noted above.
 
Environmental Matters
 
The Company has received notice that Johnson Crushers International, Inc. is subject to an enforcement action brought by the U.S. Environmental Protection Agency and the Oregon Department of Environmental Quality related to an alleged failure to comply with federal and state air permitting regulations. Each agency is expected to seek sanctions that will include monetary penalties. No penalty has yet been proposed. The Company believes that it has cured the alleged violations and is cooperating fully with the regulatory agencies. At this stage of the investigations, the Company is unable to predict the outcome and the amount of any such sanctions.
 
The Company has also received notice from the Environmental Protection Agency that it may be responsible for a portion of the costs incurred in connection with an environmental cleanup in Illinois. The discharge of hazardous materials and associated cleanup relate to activities occurring prior to the Company’s acquisition of Barber-Greene in 1986. The Company believes that over 300 other parties have received similar notice. At this time, the Company cannot predict whether the EPA will seek to hold the Company liable for a portion of the cleanup costs or the amount of any such liability.
 
Critical Accounting Policies
 
The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. Application of these principles requires the Company to make estimates and judgments that affect the amounts as reported in the consolidated financial statements. Accounting policies that are critical to aid in understanding and evaluating the results of operations and financial position of the Company include the following:
 
Inventory Valuation: Inventories are valued at the lower of cost or market. The most significant component of the Company’s inventories is steel. Open market prices, which are subject to volatility, determine the cost of steel for the Company. During periods when open market prices decline, the Company may need to provide an allowancea reserve to reduce the carrying value of the inventory. In addition, certain items in inventory become obsolete over time, and the Company establishes an allowancea reserve to reduce the carrying value of these items to their net realizable value. The amounts in these inventory allowancesreserves are determined by the Company based on estimates, assumptions and judgments made from the information available at that time. Historically, inventory reserves have been sufficient to provide for proper valuation of the Company’s inventory. The Company does not believe it is reasonably likely that the inventory allowancesreserves will materially change in the near future.
 
A - 13

Self-Insurance Reserves: The Company is insuring the retention portion of workers compensation claims and general liability claims by way of a captive insurance company, Astec Insurance Company (“Astec Insurance” or “the captive”).Company. The objectives of Astec Insurance are to improve control over and reduce retained loss costs; to improve focus on risk reduction with development of a program structure which rewards proactive loss control; and to ensure active management participation in the defense and settlement process for claims.
A-16

For general liability claims, the captive is liable for the first $1 million per occurrence and $2.5 million per year in the aggregate. The Company carries general liability, excess liability and umbrella policies for claims in excess of those covered by the captive.
 
For workers compensation claims, the captive is liable for the first $350,000 per occurrence and $4.0 million per year in the aggregate. The Company utilizes a third-party administrator for workers compensation claims administration and carries insurance coverage for claims liabilities in excess of amounts covered by the captive.
 
The financial statements of the captive are consolidated into the financial statements of the Company. The short-term and long-term reserves for claims and potential claims related to general liability and workers compensation under the captive are included in Accrued Loss Reservesaccrued loss reserves and Other Long-Term Liabilities,other long-term liabilities, respectively, in the consolidated balance sheets depending on the expected timing of future payments. 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. However, the Company does not believe it is reasonably likely that the reserve level will materially change in the near future.
 
At all but one of the Company’s domestic manufacturing subsidiaries, the Company is self-insured for health and prescription claims under its Group Health Insurance Plan. The Company carries reinsurance coverage to limit its exposure for individual health claims above certain limits. Third parties administer health claims and prescription medication claims. The Company maintains a reserve for the self-insured health and prescription plans which is included in accrued loss reserves on the Company’s consolidated balance sheets. This reserve includes both unpaid claims and an estimate of claims incurred but not reported, based on historical claims and payment experience. Historically the reserves have been sufficient to provide for claims payments. Changes in actual claims experience, or payment patterns, could cause the reserve to change, but the Company does not believe it is reasonably likely that the reserve level will materially change in the near future.
 
The remaining U.S. subsidiary is covered under a fully insured group health plan. Employees of the Company’s foreign subsidiaries are insured under health plans in accordance with their local governmental requirements. No reserves are necessary for these fully insured health plans.
 
Product Warranty Reserve: The Company accrues for the estimated cost of product warranties at the time revenue is recognized. We evaluate our warrantyWarranty obligations by product line or model are evaluated based on historical warranty claims experience. For machines, ourthe Company’s standard product warranty terms generally include post-sales support and repairs of products at no additional charge for periods ranging from three months to one year or up to a specified number of hours of operation. For parts from our component suppliers, we relythe Company relies on the original manufacturer’s warranty that accompanies those parts and makemakes no additional provision for warranty claims. Generally, our fabricated parts are not covered by specific warranty terms. Although failure of fabricated parts due to material or workmanship is rare, if it occurs, ourthe Company’s policy is to replace fabricated parts at no additional charge.
 
We engageThe Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of our component suppliers. Our estimatedEstimated warranty obligation isobligations are based upon warranty terms, product failure rates, repair costs and current period machine shipments. If actual product failure rates, repair costs, service delivery costs or post-sales support costs differ from our estimates, revisions to the estimated warranty liability would be required. The Company does not believe it is reasonably likely that the warranty reserve will materially change in the near future.
 
A - 14

Pension and Post-retirement Benefits: The determination of obligations and expenses under the Company’s pension and post-retirement benefit plans is dependent on the selection of certain assumptions used by the Company’s independent actuaries in calculating such amounts. Those assumptions are described in Note 1112 to the consolidated financial statements and include among others, the discount rate, expected return on plan assets and the expected rates of increase in health care costs. In accordance with accounting principles generally accepted in the United States, actual results that differ from assumptions are accumulated and amortized over future periods and, therefore, generally affect the recognized expense in such periods. The Company has determined that a 1% change in either the discount rate or the rate of return on plan assets would not have a material effect on the financial condition or operating performance of the Company.
A-17

Revenue Recognition: Revenue is generally recognized on sales at the point in time when persuasive evidence of an arrangement exists, the price is fixed or determinable, the product has been shipped and there is reasonable assurance of collection of the sales proceeds. The Company generally obtains purchase authorizations from its customers for a specified amount of product at a specified price with specified delivery terms. A significant portion of the Company’s equipment sales represents equipment produced in the Company’s plants under short-term contracts for a specific customer project or equipment designed to meet a customer’s specific requirements. Certain contracts include terms and conditions through which the Company recognizes revenues upon completion of equipment production, which is subsequently stored at the Company’s plant at the customer’s request. In accordance with Staff Accounting Bulletin 104,U.S. GAAP, revenue is recorded on such contracts upon the customer’s assumption of title and risk of ownership and when collectability is reasonably assured. In addition, there must be a fixed schedule of delivery of the goods consistent with the customer’s business practices, the Company must not have retained any specific performance obligations such that the earnings process is not complete and the goods must have been segregated from the Company’s inventory.inventory prior to revenue recognition.
 
The Company has certain sales accounted for as multiple-element arrangements, whereby related revenue on each product is recognized when it is shipped, and the related service revenue is recognized when the service is performed. The Company evaluates sales with multiple deliverable elements (such as an agreement to deliver equipment and related installation services) to determine whether revenue related to individual elements should be recognized separately, or as a combined unit. In addition to the previously mentioned general revenue recognition criteria, the Company only recognizes revenue on individual delivered elements when there is objective and reliable evidence that the delivered element has a determinable value to the customer on a standalone basis and there is no right of return.
 
Goodwill and Other Intangible Assets: In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” (“SFAS 142”),U.S. GAAP, we classify intangible assets into three categories: (1) intangible assets with definite lives subject to amortization, (2) intangible assets with indefinite lives not subject to amortization, and (3) goodwill. We test intangible assets with definite lives for impairment if conditions exist that indicate the carrying value may not be recoverable. Such conditions may include an economic downturn in a geographic market or a change in the assessment of future operations. We record an impairment charge when the carrying value of the definite lived intangible asset is not recoverable by the cash flows generated from the use of the asset. Some of the inputs used in our impairment testing are highly subjective and are affected by changes in business factors and other conditions. Changes in any of the inputs could have an effect on future tests and result in impairment charges.
 
Intangible assets with indefinite lives and goodwill are not amortized. We test these intangible assets and goodwill for impairment at least annually or more frequently if events or circumstances indicate that such intangible assets or goodwill might be impaired. We perform our impairment tests of goodwill at our reporting unit level. The Company’s reporting units are defined as its subsidiaries because each is a legal entity that is managed separately and manufactures and distributes distinct product lines. Such impairment tests for goodwill include comparing the fair value of the respective reporting unit with its carrying value, including goodwill. We use a variety of methodologies in conducting these impairment tests, including discounted cash flow analyses and market analyses. When the fair value is less than the carrying value of the intangible assets or the reporting unit, we record an impairment charge to reduce the carrying value of the assets to fair value.
 
We determine the useful lives of our identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors we consider when determining useful lives include the contractual term of any agreement, the history of the asset, the Company’s long-term strategy for the use of the asset, any laws or other local regulations which could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Intangible assets that are deemed to have definite lives are amortized, generally on a straight-line basis, over their useful lives, ranging from 3 to 15 years.
 
A - 15

Income Taxes: Income taxes are based on pre-tax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. The Company periodically assesses the need to establish a valuation allowance against its deferred tax assets to the extent the Company no longer believes it is more likely than not that the tax assets will be fully utilized. The major circumstance that affectsThese valuation allowances can be impacted by changes in tax laws, changes to statutory tax rates, and future taxable income levels and are based on the Company’s valuation allowance is each subsidiary’s abilityjudgment, estimates, and assumptions regarding those future events. In the event the Company were to utilize any available state net operating loss carryforwards. Ifdetermine that it would not be able to realize all or a portion of deferred tax assets in the subsidiaries that generatedfuture, the loss carryforwards generate higher than expected future income,Company would increase the valuation allowance will decrease. If these subsidiaries generatethrough a charge to income tax expense in the period that such determination is made. Conversely, if the Company were to determine that it would be able to realize its deferred tax assets in the future, losses,in excess of the net carrying amounts, the Company would decrease the recorded valuation allowance may increase.through decrease to income tax expense in the period that such determination is made.
 
In accordance with FASB Interpretation 48, “Accounting for Uncertainty in Income Taxes: an interpretation of FASB Statement 109, Accounting for Income Taxes”, (“FIN 48”), the
A-18

The Company evaluates each of itsa tax positionsposition to determine whether it is more likely than not that the tax position will be sustained upon examination, based upon the technical merits of the position. A tax position that meets the more-likely-than-not recognition threshold is subject to a measurement assessment to determine the amount of benefit recognizedto recognize in the consolidated statements of operations and the appropriate reserve to establish, if any. If a tax position does not meet the more-likely-than-not recognition threshold, a tax reserve is established and no benefit is recognized. The Company is audited by U.S. federal and state as well as foreign tax authorities. While it is often difficult to predict final outcome or timing of resolution of any particular tax matter, the Company believes its reserve for uncertain tax positions is properly recorded pursuant to the recognition and measurement provisions of FIN 48.in the FASB guidance.
 
Stock-based Compensation: The Company currently has two types of stock-based compensation plans in effect for its employees and directors. The Company’s stock option plans have been in effect for a number of years and its stock incentive plan was put in place during 2006. These plans are more fully described in Note 1416 to the consolidated financial statements. Restricted stock units (“RSU’s”) awarded under the Company’s stock incentive plan are granted shortly after the end of each year and are based upon the performance of the Company and its individual subsidiaries. RSU’s can be earned for performance in each of the years from 2006 through 2010 with additional RSU’s available based upon cumulative five-year performance. The Company estimates the number of shares that will be granted for the most recent fiscal year and the five-year cumulative performance based on actual and expected future operating results. The compensation expense for RSU’s expected to be granted for the most recent fiscal year and the cumulative five-year based awards is calculated using the fair value of the Company stock at each period end and is adjusted to the fair value as of each future period end until granted. Generally, each award will vest at the end of five years from the date of grant, or at a time the recipient retires after reaching age 65, if earlier. Estimated forfeitures are based upon the expected turnover rates of the employees receiving awards under the plan. The fair value of stock options is estimated using the Black-Scholes method.
 
Fair Value: For cash and cash equivalents, trade receivables, other receivables, revolving credit loans,debt and accounts payable, customer deposits and accrued liabilities, the carrying amount approximates the fair value because of the short-term nature of those 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. All of the investments held by the Company at December 31, 20082009 and 20072008 are classified as Level 1 or Level 2 under the SFAS 157fair value hierarchy.
 
Recent Accounting Pronouncements
 
There are no recently promulgated accounting pronouncements (either recently adopted or yet to be adopted) that are likely to have a material impact on the Company's financial reporting in the foreseeable future. See Recent Accounting Pronouncements in Note 1 to the Consolidated Financial Statements.consolidated financial statements.
 

A - 16A-19

 
Forward-Looking Statements
 
This annual report contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements contained anywhere in this Annual Report that are not limited to historical information are considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements regarding:
 
·execution of the Company’s growth and operation strategy;
·compliance with covenants in the Company’s credit facilities;
·liquidity and capital expenditures;
·sufficiency of working capital, cash flows and available capacity under the Company’s credit facilities;
·
government funding and growth of highway construction and commercial projects;
·renewal of the federal highway bill which expired September 30, 2009
·  taxes or usage fees;
·
financing plans;
·industry trends;
·pricing and availability of oil;oil and liquid asphalt;
·pricing and availability of steel;
·pricing of scrap metal;
·condition of the economy;
·the success of new product lines;
·plans for technological innovation;
·ability to secure adequate or timely replacement of financing to repay our lenders;
·compliance with government regulations;
·compliance with manufacturing or delivery timetables;
·forecasting of results;
·general economic trends and political uncertainty;
·integration of acquisitions;
·presence in the international marketplace;
·suitability of our current facilities;
·future payment of dividends;
·competition in our business segments;
·product liability and other claims;
·protection of proprietary technology;
·demand for products;
·  future fillings of backlogs;
·employees;
·tax assets;
·the impact of accountaccounting changes;
·the effect of increased international sales on our backlog;
·critical account policies;
·ability to satisfy contingencies;
·contributions to retirement plans;
·supply of raw materials; and
·inventory.
 
A-20

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 discussed in this report and in documents filed by the Company with the Securities and Exchange Commission, 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 the Company on the date hereof, and the Company assumes no obligation to update any such forward-looking statements to reflect future events or circumstances. You can identify these statements by forward-looking words such as “expect”, “believe”, “goal”, “plan”, “intend”, “estimate”, “may”, “will” and similar expressions.
 
A - 17


In addition to the risks and uncertainties identified elsewhere herein and in documents filed by the Company with the Securities and Exchange Commission, the following factors should be carefully considered when evaluating the Company’s business and future prospects: changes or delays in highway funding; rising interest rates; changes in oil prices; changes in steel prices; changes in the general economy; unexpected capital expenditures and decreases in liquidity; the timing of large contracts; production capacity; general business conditions in the industry; non-compliance with covenants in the Company’s credit facilities; demand for the Company’s products; and those other factors listed from time to time in the Company’s reports filed with the Securities and Exchange Commission. Certain of the risks, uncertainties and other factors discussed or noted above are more fully described in the section entitled “Business - Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.2009.
 

 
A - 18A-21

 

 
ASTECASTEC INDUSTRIES, INC.
MANAGEMENT ASSESSMENTMANAGEMENT’S REPORT

ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 
The management of Astec Industries, Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. The Company’s internal control systemover financial reporting is a process designed to provide reasonable assurance to the Company’s management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. ThereThe Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, in the effectiveness of all internal control systems no matter how well designed. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to the preparation and presentation ofover financial statements. Furthermore,reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of a changechanges in circumstancesconditions, or conditions.that the degree of compliance with the policies and procedures may deteriorate.
 
In order to ensure thatManagement assessed the effectiveness of the Company’s internal control over financial reporting is effective, management regularly assesses such controls and did so most recently as of December 31, 2008. This2009. In making this assessment, was based onmanagement used the criteria for effective internal control over financial reporting described in Internal Control-Integrated Framework issuedset forth by the Committee of Sponsoring Organizations of the Treadway Commission.Commission (COSO) in Internal Control - Integrated Framework. Based on this assessment management believesconcluded that, as of December 31, 2009, the Company maintained effectiveCompany’s internal control over financial reporting as of December 31, 2008. was effective.
Ernst & Young LLP, the Company’s independent registered public accounting firm, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2008.2009.
 


 
A - 19A-22

 

REPORREPORT T OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors and Shareholders
Astec Industries, Inc.
 
We have audited the accompanying consolidated balance sheets of Astec Industries, Inc. as of December 31, 20082009 and 20072008 and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2008.2009. Our audits also included the financial statement schedulesschedule listed in the index at Item 15(a)(2).  These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Astec Industries, Inc. at December 31, 20082009 and 2007,2008, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2008,2009, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
 
As discussed in Note 1 to the consolidated financial statements, the Company adopted Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined Benefit Pension and Other Post-retirement Plans, in 2006.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Astec Industries, Inc.’s internal control over financial reporting as of December 31, 2008,2009, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2009March 1, 2010 expressed an unqualified opinion thereon.
 

/s/ Ernst & Young LLP

Chattanooga, Tennessee
February 25, 2009March 1, 2010

 
A - 20A-23

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors and Shareholders
Astec Industries, Inc.
 
We have audited Astec Industries, Inc.’s internal control over financial reporting as of December 31, 2008,2009, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Astec Industries, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management Assessment Report.Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
 
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
In our opinion, Astec Industries, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008,2009, based on the COSO criteria.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the 2009 consolidated balance sheetsfinancial statements of Astec Industries, Inc. as of December 31, 2008 and 2007 and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2008 and our report dated February 25, 2009March 1, 2010 expressed an unqualified opinion thereon.
 

/s/ Ernst & Young LLP
 
Chattanooga, Tennessee
February 25, 2009March 1, 2010

A - 21A-24


CONSOCONSOLLIDATEDIDATED BALANCE SHEETS
   (in thousands, except shares and share data)
 December 31 
 2008  2007  December 31 
Assets          2009  2008 
      
Current assets:              
Cash and cash equivalents $9,673,542  $34,636,472  $40,429  $9,674 
Trade receivables, less allowance for doubtful accounts of
$1,496,000 in 2008 and $1,713,000 in 2007
  71,629,778   84,197,596 
Trade receivables, less allowance for doubtful accounts of
$2,215 in 2009 and $1,496 in 2008
  66,338   71,630 
Other receivables  3,530,975   3,289,200   1,767   3,531 
Inventories  285,817,262   210,818,628   248,548   285,817 
Prepaid expenses  12,079,943   6,420,092   12,927   12,080 
Deferred income tax assets  10,700,767   8,864,181   12,067   10,701 
Other current assets  1,666,821   505,471   2,289   1,666 
Total current assets
  395,099,088   348,731,640   384,365   395,099 
        
Property and equipment, net  169,129,628   141,527,620   172,057   169,129 
Investments  9,911,504   18,528,745   11,965   9,912 
Goodwill  29,658,550   26,415,979   13,907   29,659 
Other long-term assets  9,013,686   7,365,533   8,607   9,013 
Total other assets
  48,583,740   52,310,257 
Total assets $612,812,456  $542,569,517  $590,901  $612,812 
                
Liabilities and Shareholders’ Equity        
Liabilities and Equity        
        
Current liabilities:                
Revolving credit loans $3,426,978  $--  $--  $3,427 
Accounts payable  51,052,764   54,840,478   36,388   51,053 
Customer deposits  41,385,512   37,751,174   26,606   41,386 
Accrued product warranty  10,050,225   7,826,820   8,714   10,050 
Accrued payroll and related liabilities  10,553,393   12,556,033   13,331   18,343 
Accrued loss reserves  3,302,650   2,858,854   3,640   3,303 
Other accrued liabilities  24,064,621   28,059,694   17,628   16,274 
Total current liabilities
  143,836,143   143,893,053   106,307   143,836 
Deferred income tax liabilities  13,064,912   8,361,165   14,975   13,065 
Other long-term liabilities  15,877,581   12,842,785   17,359   15,878 
Total other liabilities
  28,942,493   21,203,950 
Total liabilities  172,778,636   165,097,003   138,641   172,779 
Minority interest  807,803   883,410 
Shareholders’ equity:        
        
Equity:        
Preferred stock - authorized 4,000,000 shares of
$1.00 par value; none issued
  --   --   --   -- 
Common stock - authorized 40,000,000 shares of
$.20 par value; issued and outstanding -
22,508,332 in 2008 and 22,299,125 in 2007
  4,501,666   4,459,825 
Common stock - authorized 40,000,000 shares of
$.20 par value; issued and outstanding -
22,551,283 in 2009 and 22,508,332 in 2008
    4,510     4,502 
Additional paid-in capital  121,968,255   114,255,803   124,381   121,968 
Accumulated other comprehensive income (loss)  (2,798,636)  5,186,045   4,551   (2,799)
Company shares held by SERP, at cost  (1,966,178)  (1,705,249)  (2,128)  (1,966)
Retained earnings  317,520,910   254,392,680   320,589   317,521 
Total shareholders’ equity  439,226,017   376,589,104 
Total liabilities and shareholders’ equity $612,812,456  $542,569,517 
Shareholders equity
  451,903   439,226 
Non-controlling interest  357   807 
Total equity
  452,260   440,033 
Total liabilities and equity $590,901  $612,812 
 
See Notes to Consolidated Financial Statements
A - 22A-25


CONCONSOSOLIDATEDLIDATED STATEMENTS OF OPERATIONS

   (in thousands, except shares and share data)
  Year Ended December 31 
  2009  2008  2007 
          
Net sales $738,094  $973,700  $869,025 
Cost of sales  585,667   740,389   659,849 
Gross profit  152,427   233,311   209,176 
Selling, general and administrative expenses  107,455   122,621   107,600 
Intangible asset impairment charges  17,036   --   -- 
Research and development expenses  18,029   18,921   15,449 
Income from operations  9,907   91,769   86,127 
Other income:            
Interest expense
  537   851   853 
Interest income
  734   888   2,733 
Other income (expense), net
  1,137   6,255   399 
Income before income taxes  11,241   98,061   88,406 
Income taxes  8,135   34,766   31,398 
Net income  3,106   63,295   57,008 
Net income attributable to non-controlling interest  38   167   211 
Net income attributable to controlling interest $3,068  $63,128  $56,797 
             
Earnings per Common Share            
Net income attributable to controlling interest:            
Basic
 $0.14  $2.83  $2.59 
Diluted
  0.14   2.80   2.53 
Weighted average number of common shares
  outstanding:
            
Basic
  22,446,940   22,287,554   21,967,985 
Diluted
  22,715,780   22,585,775   22,444,866 
  Year Ended December 31 
  2008  2007  2006 
             
             
Net sales $973,700,191  $869,025,354  $710,606,813 
Cost of sales  739,842,231   659,247,203   542,319,968 
Gross profit  233,857,960   209,778,151   168,286,845 
Selling, general and administrative expenses  122,620,842   107,600,243   94,383,111 
Research and development expenses  18,921,232   15,449,493   13,560,572 
Income from operations  92,315,886   86,728,415   60,343,162 
Other income:            
Interest expense
  851,096   852,994   1,671,852 
Interest income
  887,600   2,733,224   1,469,485 
Other income (expense), net
  5,709,075   (202,263)  167,157 
Income before income taxes and minority interest  98,061,465   88,406,382   60,307,952 
Income taxes  34,766,566   31,398,049   20,637,741 
Income before minority interest  63,294,899   57,008,333   39,670,211 
Minority interest  166,669   211,225   82,368 
Net income $63,128,230  $56,797,108  $39,587,843 
             
Earnings per Common Share            
Net income:            
Basic
 $2.83  $2.59  $1.85 
Diluted
  2.80   2.53   1.81 
Weighted average number of common shares outstanding:            
Basic
  22,287,554   21,967,985   21,428,738 
Diluted
  22,585,775   22,444,866   21,917,123 

See Notes to Consolidated Financial Statements

 
A - 23A-26

 

CONCONSSOLIDATEDOLIDATED STATEMENTS OF CASH FLOWS
   (in thousands)
 Year Ended December 31  Year Ended December 31 
 2008  2007  2006  2009  2008  2007 
Cash Flows from Operating Activities                     
Net income $63,128,230  $56,797,108  $39,587,843  $3,106  $63,295  $57,008 
Adjustments to reconcile net income to net cash
provided by operating activities:
                        
Depreciation
  16,656,505   14,576,053   11,507,298   17,752   16,657   14,576 
Amortization
  686,383   504,900   383,793   924   686   505 
Provision for doubtful accounts
  320,469   512,816   374,748   1,023   320   513 
Provision for inventory reserves
  4,142,878   3,271,024   3,721,613   4,305   4,143   3,271 
Provision for warranty
  18,316,668   12,496,960   11,712,690   10,908   18,317   12,497 
Deferred compensation (benefit) provision
  (501,744)  452,152   325,159   (399)  (502)  452 
Deferred income tax provision
  2,551,974   99,766   1,014,445   382   2,552   100 
Intangible asset impairment charges
  17,036   --   -- 
(Gain) loss on disposition of fixed assets
  (22,696)  67,259   74,637   66   (23)  67 
Gain on sale of available for sale securities
  (6,195,145)  --   --   --   (6,195)  -- 
Tax benefit from stock option exercises
  (636,613)  (4,388,696)  (2,955,103)  (50)  (637)  (4,389)
Purchase of trading securities, net
  (1,623,348)  (7,868,131)  (445,329)  (2,513)  (1,623)  (7,868)
Stock-based compensation
  2,383,930   1,557,384   974,826   1,407   2,384   1,557 
Minority interest
  166,669   211,225   82,368 
(Increase) decrease in, net of amounts acquired:                        
Trade and other receivables
  10,925,818   (10,844,976)  (13,955,658)  8,171   10,926   (10,586)
Notes receivable
  --   258,500   (89,993)
Inventories
  (70,789,928)  (42,594,820)  (26,815,069)  36,570   (70,790)  (42,595)
Prepaid expenses
  (3,818,525)  (402,340)  1,555,495   (698)  (3,819)  (402)
Other assets
  (625,398)  (36,112)  (417,318)  905   (625)  (36)
Increase (decrease) in, net of amounts acquired:                        
Accounts payable
  (3,909,243)  6,823,822   2,976,010   (16,124)  (3,909)  6,824 
Customer deposits
  401,815   14,912,509   10,645,675   (15,938)  402   14,913 
Accrued product warranty
  (15,955,337)  (12,454,573)  (10,168,800)  (12,514)  (15,955)  (12,455)
Income taxes payable
  (2,298,021)  5,877,019   1,193,460   (486)  (2,298)  5,877 
Accrued retirement benefit costs
  (799,543)  (966,057)  (1,425,494)  128   (800)  (966)
Self insurance loss reserves
  959,391   439,438   (3,478,566)
Accrued loss reserves
  228   959   439 
Other accrued liabilities
  (4,352,309)  6,235,730   12,601,026   (2,667)  (4,352)  6,236 
Other
  924,930   206,201   44,407   (2,321)  925   206 
Net cash provided by operating activities $10,037,810  $45,744,161  $39,024,163   49,201   10,038   45,744 
                        
Cash Flows from Investing Activities                        
Purchase of Peterson Pacific Corp., net of $1,701,715 cash acquired $7,137  $(19,655,696) $-- 
Purchase of Dillman Equipment, Inc. and Double L Investment,
Inc., net of $4,066,017 cash acquired
  (16,493,215)  --   -- 
Purchase of Q-Pave Pty Ltd assets  (1,797,083)  --   -- 
Business acquisitions  (475)  (18,283)  (19,656)
Proceeds from sale of property and equipment  276,089   186,139   1,247,475   283   276   186 
Expenditures for property and equipment  (39,932,447)  (38,451,380)  (30,879,114)  (17,463)  (39,932)  (38,451)
Sale (purchase) of available for sale securities  16,500,000   (10,304,855)  --   --   16,500   (10,305)
Cash from sale (acquisition) of minority shares  1,143   (34,931)  93,292 
Net cash used by investing activities $(41,438,376) $(68,260,723) $(29,538,347)  (17,655)  (41,439)  (68,226)

See Notes to Consolidated Financial Statements


 
A - 24A-27

 

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

   (in thousands)

 Year Ended December 31  Year Ended December 31 
 2008  2007  2006  2009  2008  2007 
Cash Flows from Financing Activities                     
Proceeds from issuance of common stock $4,669,132  $13,632,057  $9,970,201  $880  $4,669  $13,632 
Tax benefit from stock option exercise  636,613   4,388,696   2,955,103   50   637   4,389 
Net borrowings under revolving line of credit  3,426,978   --   -- 
Net borrowings (repayments) under revolving line of credit  (3,427)  3,427   -- 
Principal repayments of notes payable assumed in business combinations  (912,091)  (7,500,000)  --   --   (912)  (7,500)
Cash from sale (acquisition) of shares of subsidiary  (635)  1   (35)
Sale (purchase) of company shares by Supplemental Executive Retirement Plan, net  (196,311)  1,414,105   54,092   (78)  (196)  1,414 
Net cash provided by financing activities  7,624,321   11,934,858   12,979,396 
Net cash (used) provided by financing activities  (3,210)  7,626   11,900 
Effect of exchange rates on cash  (1,186,685)  340,048   (184,780)  2,419   (1,188)  341 
Increase (decrease) in cash and cash equivalents  (24,962,930)  (10,241,656)  22,280,432   30,755   (24,963)  (10,241)
Cash and cash equivalents, beginning of year  34,636,472   44,878,128   22,597,696   9,674   34,637   44,878 
Cash and cash equivalents, end of year $9,673,542  $34,636,472  $44,878,128  $40,429  $9,674  $34,637 
                        
Supplemental Cash Flow Information                        
Cash paid during the year for:                        
Interest
 $787,394  $493,657  $895,650  $488  $787  $494 
Income taxes, net of refunds
 $38,106,367  $23,419,302  $18,437,778  $9,319    $38,106    $23,419  

See Notes to Consolidated Financial Statements


 
A - 25A-28

 

CONCONSOLIDATSOLIDATEDED STATEMENTS OF SHAREHOLDERS’ EQUITY
For the Years Ended December 31, 2009, 2008 and 2007 and 2006(in thousands, except shares)

 Shares  Amount  Additional Paid-in Capital  
Accumulated
Other
Compre-
hensive
Income (Loss)
  
Company
Shares Held
by SERP
  
Retained
Earnings
  
Total
Shareholders’
Equity
 
Balance December 31, 2005 21,177,352  $4,235,470  $79,722,952  $2,604,676  $(1,894,507) $158,073,454  $242,742,045 
Net income                     39,587,843   39,587,843 
 Other comprehensive income
   (loss):
                           
    Minimum pensiopension liability
      adjustment, net of income
      taxes of $762,211
             1,280,857            1,280,857  
    Foreign currency
      translation adjustments
             (802,986)          (802,986)
Comprehensive income                         40,065,714 
Adjustment to initially apply
   SFAS 158, net of income taxes
   of $(368,700)
             (596,289)          (596,289)
Stock-based compensation 2,016   403   974,423               974,826 
Exercise of stock options,
   including tax benefit
 517,006   103,402   12,821,902               12,925,304 
Sale (purchase) of Company
   stock held by SERP, net
         240,680       (186,588)      54,092 
Balance December 31, 2006 21,696,374  $4,339,275  $93,759,957  $2,486,258  $(2,081,095) $197,661,297  $296,165,692 
Net income                     56,797,108   56,797,108 
Other comprehensive income
   (loss):
                           
   Change in unrecognized
      pension and post retirement
      cost, net of  income taxes of
      $291,949
             497,729           497,729 
   Foreign currency
     translation adjustments
             3,126,704           3,126,704 
   Unrealized loss on available-
      for-sale investment
      securities, net of income
      taxes of $558,209
             (924,646)          (924,646)
Comprehensive income                         59,496,895 
FIN 48 adjustment                     (65,725)  (65,725)
Stock-based compensation 2,532   506   1,556,878               1,557,384 
Exercise of stock options,
   including tax benefit
 600,219   120,044   17,900,709               18,020,753 
Sale (purchase) of Company
   stock held by SERP, net
         1,038,259       375,846       1,414,105 
Balance December 31, 2007 22,299,125  $4,459,825  $114,255,803  $5,186,045  $(1,705,249) $254,392,680  $376,589,104 
Net income                     63,128,230   63,128,230 
Other comprehensive income
   (loss):
                           
  Change in unrecognized
     pension and post retirement
     cost, net of income taxes of
     $1,207,655
             (1,996,444)          (1,996,444)
  Foreign currency
     translation adjustments
             (6,912,883)          (6,912,883)
  Unrealized gain on available-
     for-sale investment
     securities, net of income
     taxes of $2,887,583
             4,790,417           4,790,417 
  Reclassification adjustment for
    gains included in net income,
    net of income taxes of
    $(2,329,374)
             (3,865,771)          (3,865,771)
Comprehensive income                         55,143,549 
Stock-based compensation 5,206   1,041   2,382,889               2,383,930 
Exercise of stock options,
     including tax benefit
 204,001   40,800   5,264,945               5,305,745 
Sale (purchase) of Company
     stock held by SERP, net
         64,618       (260,929)      (196,311)
Balance December 31, 2008 22,508,332  $4,501,666  $121,968,255  $(2,798,636) $(1,966,178) $317,520,910  $439,226,017 
  
Shares
  
 
 
Amount
  
Additional
Paid-in Capital
  
Accumulated
Other
Comprehensive
Income (Loss)
  
Company
Shares Held
by SERP
  
 
Retained
Earnings
  
Non-
Controlling
Interest
  
 
Total
Equity
 
 
Balance December 31,
  2006
  21,696,374  $4,339  $93,760  $2,486  $(2,081) $197,661  $699  $296,864 
Net income                      56,797   211   57,008 
Other comprehensive
  income (loss):
                                
 
Change in unrecognized
  pension and
  post
retirement cost, net
  of income taxes of $292
              498               498 
 
Foreign currency
 
translation adjustments
              3,127           (27)  3,100 
 
Unrealized loss on
  available-for-sale
  investment
securities,
  net of income taxes of
  $558
              (925)              (925)
Comprehensive income                          184   59,681 
Adjustment for uncertain
  tax positions (Note 14)
                      (65)      (65)
Stock-based compensation  2,532   1   1,556                   1,557 
Exercise of stock options,
   including tax benefit
  600,219   120   17,901                   18,021 
Sale (purchase) of
  Company stock held
  by SERP, net
          1,038       376           1,414 
Balance December 31,
  2007
  22,299,125   4,460   114,255   5,186   (1,705)  254,393   883   377,472 
Net income                      63,128   167   63,295 
Other comprehensive
  income (loss):
                                
 
Change in unrecognized
  pension and post
 
retirement cost, net of
  income taxes of $1,208
              (1,996)              (1,996)
 
Foreign currency
 
translation adjustments
              (6,913)          (243)  (7,156)
 
Unrealized gain on
  available-for-sale
  investment
securities,
  net of income taxes
  of $2,888
              4,790               4,790 
 
Reclassification
  adjustment for gains
 
included in net income,
  net of income
taxes
  of $(2,329)
              (3,866)              (3,866)
Comprehensive income
  (loss)
                          (76)  55,067 
Stock-based compensation  5,206   1   2,383                   2,384 
Exercise of stock options,
  including tax benefit
  204,001   41   5,265                   5,306 
Sale (purchase) of
  Company stock held
  by SERP, net
          65       (261)          (196)
Balance December 31,
  2008
  22,508,332   4,502   121,968   (2,799)  (1,966)  317,521   807   440,033 
Net income                      3,068   38   3,106 
Other comprehensive
  income (loss):
                                
 
Change in unrecognized
  pension and post
 
retirement cost, net of
  income taxes of $96
              414               414 
 
Foreign currency
 
translation adjustments
              6,936           (506)  6,430 
Comprehensive income
  (loss)
                          (468)  9,950 
Increase in ownership
  percentage of subsidiary
                          18   18 
Stock-based compensation  7,947   1   1,406                   1,407 
Exercise of stock options,
  including tax benefit
  35,004   7   923                   930 
Sale (purchase) of
  Company stock held
  by SERP, net
          84       (162)          (78)
Balance December 31,
  2009
  22,551,283  $4,510  $124,381  $4,551  $(2,128) $320,589  $357  $452,260 

See Notes to Consolidated Financial Statements

 
A - 26A-29

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2009, 2008 2007 and 20062007
 
1. Summary of Significant Accounting Policies
 
Basis of Presentation - The consolidated financial statements include the accounts of Astec Industries, Inc. and its domestic and foreign subsidiaries. The Company’s significant wholly-owned and consolidated subsidiaries at December 31, 20082009 are as follows:
 
American Augers, Inc.Astec Australia Pty Ltd
Astec, Inc.Astec Insurance Company
Astec Underground, Inc. (f/k/a Trencor, Inc.)Astec Mobile Screens, Inc. (f/k/a Production Engineered Products, Inc.)
Breaker Technology, Inc.Breaker Technology LtdLtd.
Carlson Paving Products, Inc.CEI Enterprises, Inc.
Heatec, Inc.Johnson Crushers International, Inc.
Kolberg-Pioneer, Inc.Osborn Engineered Products SA (Pty) Ltd (92%(98% owned)
Peterson Pacific Corp.Roadtec, Inc.
Telsmith, Inc. 
 
All intercompany accounts and transactions have been eliminated in consolidation.
 
Use of Estimates - The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and accompanying notes. Actual results could differ from those estimates.
 
Reclassifications - Certain reclassifications have been made to prior period data to conform to 2009 presentations including: (1) reclassifying employee-related accruals from other current liabilities to accrued payroll and related liabilities; (2) reclassifying foreign exchange gains and losses from other income (expense), net to cost of sales; and (3) recasting all statements to conform to the new required presentation of non-controlling interest.
Foreign Currency Translation - Subsidiaries located in Australia, Canada and South Africa operate primarily using local functional currency.currencies. Accordingly, assets and liabilities of these subsidiaries are translated using exchange rates in effect at the end of the period, and revenues and costs are translated using average exchange rates for the period. The resulting adjustments are presented as a separate component of accumulated other comprehensive income. Foreign currency transaction gains and (losses), net are included in cost of sales and amounted to $361,000, ($547,000) and ($602,000) in 2009, 2008 and 2007, respectively.
 
Fair Value of Financial Instruments - For cash and cash equivalents, trade receivables, other receivables, revolving debt and accounts payable, customer deposits and accrued liabilities, the carrying amount approximates the fair value because of the short-term nature of those 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.
Financial assets and liabilities are categorized based upon the level of judgment associated with the inputs used to measure their fair 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.
All of the investmentsassets and liabilities held by the Company at December 31, 20082009 and 20072008 are classified as Level 1 or Level 2 under the SFAS 157 hierarchy.as summarized in Notes 3 and 4.
A-30

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Cash and Cash Equivalents - All highly liquid investments with an original maturity of three months or less when purchased are considered to be cash and cash equivalents.
 
Investments - Investments consist primarily of investment-grade marketable securities. Available-for-sale securities are recorded at fair value, and unrealized holding gains and losses are recorded, net of tax, as a separate component of accumulated other comprehensive income. Unrealized gains and losses are charged against net income when a change in fair value is determined to be other than temporary. Trading securities are carried at fair value, with unrealized holding gains and losses included in net income. Realized gains and losses are accounted for on the specific identification method. Purchases and sales are recorded on a trade date basis. Management determines the appropriate classification of its investments at the time of acquisition and reevaluates such determination at each balance sheet date.
 
The Company adopted Statement of Financial Accounting Standard No. 157, “Fair Value Measurements” (“SFAS 157”), effective January 1, 2008. As required by SFAS No. 157, financial assets and liabilities are categorized based upon the level of judgment associated with the inputs used to measure their fair value. SFAS No. 157 classifies the inputs used to measure the fair value into 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.
A - 27


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.
Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
Concentration of Credit Risk - The Company sells products to a wide variety of customers. Accounts receivable are carried at their outstanding principal amounts, less an allowance for doubtful accounts. The Company extends credit to its customers based on an evaluation of the customer’scustomers’ financial condition generally without requiring collateral. Credit risk is driven by conditions within the economy and the industry and is principally dependent on each customer’s financial condition. To minimize credit risk, the Company monitors credit levels and financial conditions of customers on a continuing basis. TheAfter considering historical trends for uncollectible accounts, current economic conditions and specific customer recent payment history and financial stability, the Company maintainsrecords an allowance for doubtful accounts at a level which management believes is sufficient to cover potential credit losses. Amounts are deemed past due when they exceed the payment terms agreed to by the customer in the sales contract. Past due amounts are charged off when reasonable collection efforts have been exhausted and the amounts are deemed uncollectable by management. As of December 31, 2008,2009, concentrations of credit risk with respect to receivables are limited due to the wide variety of customers.
 
Inventories - Inventory costs include materials, labor and overhead. Inventories (excluding used equipment) are stated at the lower of first-in, first-out cost or market. Used equipment inventories are stated at the lower of specific unit cost or market.
 
When inventory becomes obsolete, the Company establishes an allowance to reduce the carrying value to net realizable value based on estimates, assumptions and judgments made from the information available at that time. Abnormal amounts of idle facility expense, freight, handling cost and wasted materials are recognized as current period charges.
 
Property and Equipment - Property and equipment is stated at cost. Depreciation is calculated for financial reporting purposes using the straight-line method based on the estimated useful lives of the assets as follows: airplanes (40 years), buildings (40 years) and equipment (3 to 10 years). Both accelerated and straight-line methods are used for tax compliance purposes. Routine repair and maintenance costs and planned major maintenance are expensed when incurred.
 
Goodwill and Other Intangible Assets - In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” (“SFAS 142”), theThe Company classifies intangible assets into three categories: (1) intangible assets with definite lives subject to amortization, (2) intangible assets with indefinite lives not subject to amortization, and (3) goodwill. The Company tests intangible assets with definite lives for impairment if conditions exist that indicate the carrying value may not be recoverable. Such conditions may include an economic downturn in a geographic market or a change in the assessment of future operations. An impairment charge is recorded when the carrying value of the definite lived intangible asset is not recoverable by the future undiscounted cash flows generated from the use of the asset.
 
Intangible assets with indefinite lives including goodwill are not amortized. The Company tests these intangible assets and goodwill for impairment at least annually or more frequently if events or circumstances indicate that such intangible assets or goodwill might be impaired. The Company performs impairment tests of goodwill at the reporting unit level and of other indefinite lived intangible assets at the asset level. The Company’s reporting units are defined as its subsidiaries because each is a legal entity that is managed separately and manufactures and distributes distinct product lines. Such impairment tests for goodwill include comparing the fair value of the respective reporting unit with its carrying value, including goodwill. A variety of methodologies are used in conducting these impairment tests, including discounted cash flow analyses and market analyses. When the fair value is less than the carrying value of the intangible assets or the reporting unit, an impairment charge is recorded to reduce the carrying value of the assets to fair value.
 
A-31

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company determines the useful lives of identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors considered when determining useful lives include the contractual term of any agreement, the history of the asset, the Company’s long-term strategy for the use of the asset, any laws or other local regulations which could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Intangible assets that are deemed to have definite lives are amortized, generally on a straight-line basis, over their useful lives, ranging from 3 to 15 years.
 
A - 28

Impairment of Long-lived Assets - In the event that facts and circumstances indicate the carrying amounts of long-lived assets may be impaired, an evaluation of recoverability is performed. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset would beare compared to the carrying amount for each asset (or group of assets) to determine if a writedown is required. If this review indicates that the assets will not be recoverable, the carrying value of the Company’simpaired assets would beare reduced to their estimated marketfair value. MarketFair value is estimated using discounted cash flows, prices for similar assets or other valuation techniques.
 
Self-Insurance Reserves - The Company retains the risk for a portion of its workers compensation claims and general liability claims by way of a captive insurance company, Astec Insurance Company, (“Astec Insurance” or “the captive”). Astec Insurance is incorporated under the laws of the state of Vermont. The objectives of Astec Insurance are to improve control over and reduce loss costs; to improve focus on risk reduction with development of a program structure which rewards proactive loss control; and to ensure management participation in the defense and settlement process for claims.
 
For general liability claims, the captive is liable for the first $1 million per occurrence and $2.5 million per year in the aggregate. The Company carries general liability, excess liability and umbrella policies for claims in excess of those covered by the captive.
 
For workers compensation claims, the captive is liable for the first $350,000 per occurrence and $4.0 million per year in the aggregate. The Company utilizes a third party administrator for workers compensation claims administration and carries insurance coverage for claims liabilities in excess of amounts covered by the captive.
 
The financial statements of the captive are consolidated into the financial statements of the Company. The short-term and long-term reserves for claims and potential claims related to general liability and workers compensation under the captive are included in Accrued Loss Reservesaccrued loss reserves or Other Long-Term Liabilities,other long-term liabilities, respectively, in the consolidated balance sheets depending on the expected timing of future payments. The undiscounted reserves are actuarially determined to cover the ultimate cost of each claim 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. However, the Company does not believe it is reasonably likely that the reserve level will materially change in the foreseeable future.
 
At all but one of the Company’s domestic manufacturing subsidiaries, the Company is self-insured for health and prescription claims under its Group Health Insurance Plan. The Company carries reinsurance coverage to limit its exposure for individual health claims above certain limits. Third parties administer health claims and prescription medication claims. The Company maintains a reserve for the self-insured health and prescription plans which is included in accrued loss reserves on the Company’s consolidated balance sheets. This reserve includes both unpaid claims and an estimate of claims incurred but not reported, based on historical claims and payment experience. Historically the reserves have been sufficient to provide for claims payments. Changes in actual claims experience or payment patterns could cause the reserve to change, but the Company does not believe it is reasonably likely that the reserve level will materially change in the near future.
 
The remaining U.S. subsidiary is covered under a fully insured group health plan. Employees of the Company’s foreign subsidiaries are insured under separate health plans in accordance with their local governmental requirements.plans. No reserves are necessary for these fully insured health plans.
 
Revenue Recognition - Revenue is generally recognized on sales at the point in time when persuasive evidence of an arrangement exists, the price is fixed or determinable, the product has been shipped and there is reasonable assurance of collection of the sales proceeds. The Company generally obtains purchase authorizations from its customers for a specified amount of product at a specified price with specified delivery terms. A significant portion of the Company’s equipment sales represents equipment produced in the Company’s plants under short-term contracts for a specific customer project or equipment designed to meet a customer’s specific requirements. Certain contracts include terms and conditions through which the Company recognizes revenues upon completion of equipment production, which is subsequently stored at the Company’s plant at the customer’s request. In accordance with Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB 104”), revenueRevenue is recorded on such contracts upon the customer’s assumption of title and risk of ownership and when collectability is reasonably assured. In addition, there must be a fixed schedule of delivery of the goods consistent with the customer’s business practices, the Company must not have retained any specific performance obligations such that the earnings process is not complete and the goods must have been segregated from the Company’s inventory.inventory prior to revenue recognition.
A - 29A-32

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company has certain sales accounted for as multiple-element arrangements, whereby related revenue on each product is recognized when it is shipped, and the related service revenue is recognized when the service is performed. Consideration is determined using the fair value method and approximates sales price of the product shipped or service performed. The Company evaluates sales with multiple deliverable elements (such as an agreement to deliver equipment and related installation services) to determine whether revenue related to individual elements should be recognized separately, or as a combined unit. In addition to the previously mentioned general revenue recognition criteria, the Company only recognizes revenue on individual delivered elements when there is objective and reliable evidence that the delivered element has a determinable value to the customer on a standalone basis and there is no right of return.
 
The Company presents in the statement of operations any taxes assessed by a governmental authority that are directly imposed on revenue-producing transactions between a seller and a customer, such as sales, use, value-added and some excise taxes, on a net (excluded from revenue) basis.
Advertising Expense - The cost of advertising is expensed as incurred. The Company incurred approximately$3,002,000, $3,603,000, $3,334,000 and $2,794,000$3,334,000 in advertising costs during 2009, 2008 2007 and 2006,2007, respectively, which is included in selling, general and administrative expenses.
 
Income Taxes - Income taxes are based on pre-tax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. The Company periodically assesses the need to establish a valuation allowanceallowances against its deferred tax assets to the extent the Company no longer believes it is more likely than not that the tax assets will be fully utilized. The major circumstance that affects the Company’s valuation allowance is each subsidiary’s ability to utilize any available state net operating loss carryforwards. If the subsidiaries that generated the loss carryforwards generate higher than expected future income, the valuation allowance will decrease. If these subsidiaries generate future losses, the valuation allowance may increase.
 
In accordance with FASB Interpretation 48, “Accounting for Uncertainty in Income Taxes: an interpretation of FASB Statement 109, Accounting for Income Taxes”, (“FIN 48”), theThe Company evaluates a tax position to determine whether it is more likely than not that the tax position will be sustained upon examination, based upon the technical merits of the position. A tax position that meets the more-likely-than-not recognition threshold is subject to a measurement assessment to determine the amount of benefit to recognize in the Consolidated Statements of Operations and the appropriate reserve to establish, if any. If a tax position does not meet the more-likely-than-not recognition threshold, a tax reserve is established and no benefit is recognized. The Company is continually audited by U.S. federal and state as well as foreign tax authorities. While it is often difficult to predict final outcome or timing of resolution of any particular tax matter, the Company believes its reserve for uncertain tax positions is properly recorded pursuantadequate to reduce the uncertain positions to the recognition and measurement provisionsgreatest amount of FIN 48.benefit that is more likely than not realizable.
 
Product Warranty Reserve - The Company accrues for the estimated cost of product warranties at the time revenue is recognized. We evaluate our warrantyWarranty obligations by product line or model are evaluated based on historical warranty claims experience. For machines, ourthe Company’s standard product warranty terms generally include post-sales support and repairs of products at no additional charge for periods ranging from three months to one year or up to a specified number of hours of operation. For parts from our component suppliers, we relythe Company relies on the original manufacturer’s warranty that accompanies those parts and make no additional provision is made for warranty claims. Generally, ourCompany fabricated parts are not covered by specific warranty terms. Although failure of fabricated parts due to material or workmanship is rare, if it occurs, ourthe Company’s policy is to replace fabricated parts at no additional charge.
 
The Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of our component suppliers. Estimated warranty obligation isobligations are based upon warranty terms, product failure rates, repair costs and current period machine shipments. If actual product failure rates, repair costs, service delivery costs or post-sales support costs differ from our estimates, revisions to the estimated warranty liability would be required.
 
A-33

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Pension and Post-retirement Benefits - The determination of obligations and expenses under the Company’s pension and post-retirement benefit plans is dependent on the Company’s selection of certain assumptions used by the independent actuaries in calculating such amounts. Those assumptions are described in Note 11,12, Pension and Post-retirement Benefits and include among others, the discount rate, expected return on plan assets and the expected rates of increase in health care costs. In accordance with accounting principles generally accepted in the United States, actual results that differ from assumptions are accumulated and amortized over future periods and, therefore, generally affect the recognized expense in such periods. Significant differences in actual experience or significant changes in the assumptions used may materially affect the pension and post-retirement obligations and future expenses.
 
The Company recognizes as an asset or liability, the overfunded or underfunded status of pension and other postretirement benefit plans. Changes in the funded status are recognized through other comprehensive income in the year in which the changes occur. The Company measures the funded status of pension and other post-retirement benefit plans as of the date of the Company’s fiscal year-end.
A - 30

Stock-based Compensation - The Company currently has two types of stock-based compensation plans in effect for its employees and directors. The Company’s stock option plans have been in effect for a number of years and its stock incentive plan was put in place during 2006. These plans are more fully described in Note 14,16, Shareholders’ Equity. Effective January 1, 2006, theThe Company adopted Statement of Financial Accounting Standards No. 123R, “Share Based Payment”, (“SFAS 123R”), using the modified prospective method. SFAS 123R requires the recognition ofrecognizes the cost of employee services received in exchange for an award of equity instrumentsawards in the financial statements and is measured based on the grant date calculated fair value of the award. SFAS 123R also requiresawards. The Company recognizes stock-based compensation expense to be recognized over the period during which an employee is required to provide service in exchange for the award (the vesting period). Prior to the adoption of SFAS 123R on January 1, 2006, the Company accounted for stock-based compensation plans in accordance with the provisions of Accounting Principles Board Opinion No. 25 (“APB 25”), and applied the disclosure only provision of SFAS 123. Under APB 25, generally no compensation expense was recorded when the terms of the award were fixed and the exercise price of the employee stock option equaled or exceeded the market value of the underlying stock on the date of grant. The Company did not record compensation expense for option awards in periods prior to January 1, 2006.
 
Restricted stock units (“RSU’s”) awarded under the Company’s stock incentive plan are granted shortly after the end of each year and are based upon the performance of the Company and its individual subsidiaries. RSU’s can be earned for performance in each of the years from 2006 through 2010 with additional RSU’s available based upon cumulative five-year performance. The Company estimates the number of shares that will be granted for the most recent fiscal year end and the five-year cumulative performance based on actual and expected future operating results. The compensation expense for RSU’s expected to be granted for the most recent fiscal year and the cumulative five-year based awards is calculated using the fair value of the Company stock at each period end and is adjusted to the fair value as of each future period endperiod-end until granted.
All unexercised options outstanding were vested prior to December 31, 2006, therefore, no stock option expense was recorded in 2008 or 2007. During 2006, the Company recorded compensation expense related to stock options that reduced income from operations by $381,000, decreased the provision for income taxes by $83,000, and decreased net income by $298,000. This resulted in a $.01 reduction in both basic and fully diluted earnings per share for the year ended December 31, 2006.
 
Earnings Per Share - Basic and diluted earnings per share are calculated in accordance with Statement of Financial Accounting Standards No. 128 Earnings per Share, (“SFAS 128”). Basic earnings per share is based on the weighted average number of common shares outstanding and diluted earnings per share includes potential dilutive effects of options, warrantsrestricted stock units and convertible securities.shares held in the Company’s supplemental executive retirement plan.
 
A-34

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table sets forth the computation of basic and diluted earnings per share:

  Year Ended December 31 
  2008  2007  2006 
Numerator:            
Net income $63,128,230  $56,797,108  $39,587,843 
Denominator:            
Denominator for basic earnings per share
  22,287,554   21,967,985   21,428,738 
Effect of dilutive securities:
            
Employee stock options and restricted stock units
  208,152   382,006   371,477 
Supplemental executive retirement plan
  90,069   94,875   116,908 
Denominator for diluted earnings per share  22,585,775   22,444,866   21,917,123 
Net income:            
Basic
 $2.83  $2.59  $1.85 
Diluted
  2.80   2.53   1.81 


A - 31

  2009  2008  2007 
Numerator:         
Net income attributable to controlling interest $3,068,000  $63,128,000  $56,797,000 
Denominator:            
Denominator for basic earnings per share
  22,446,940   22,287,554   21,967,985 
Effect of dilutive securities:
            
Employee stock options and restricted stock units
  172,525   208,152   382,006 
Supplemental executive retirement plan
  96,315   90,069   94,875 
Denominator for diluted earnings per share  22,715,780   22,585,775   22,444,866 
Net income attributable to controlling interest per share:            
Basic
 $0.14  $2.83  $2.59 
Diluted
  0.14   2.80   2.53 
 
For the years ended December 31, 2009 and 2008, respectively, 32,000 and 2006 approximately 20,000 and 169,000 options respectively, were antidilutive and were not included in the diluted EPS computation. For the year ended December 31, 2007, there were no antidilutive options.
 
Derivatives and Hedging Activities - SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, (“SFAS 133”) which was amended by SFAS Nos. 137, 138, and 161, requires theThe Company to recognizerecognizes all derivatives in the balance sheet at fair value. Derivatives that are not hedges must beare adjusted to fair value through income. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives are either offset against the change in fair value of assets, liabilities, or firm commitments through income or recognized in other comprehensive income until the hedged item is recognized in income. The ineffective portion of a derivative’s change in fair value is immediately recognized in income. From time to time the Company’s foreign subsidiaries enter into foreign currency exchange contracts to mitigate exposure to fluctuation in currency exchange rates. See Note 13, Derivative Financial Instruments, regarding foreign exchange contracts outstanding at December 31, 2009. There were no significant foreign exchange contracts outstanding at December 31, 2008 and 2007.2008. There were no derivatives that qualified for hedge accounting at December 31, 2008 and 2007.2009 or 2008.
 
Shipping and Handling Fees and Cost - The Company records revenues earned for shipping and handling as revenue, while the cost of shipping and handling is classified as cost of goods sold.
 
Litigation Contingencies - In the normal course of business in the industry, the Company is named as a defendant in a number of legal proceedings associated with product liability and other matters. The Company does not believe it is party to any legal proceedings that will have a materially adverse effect on the consolidated financial position. It is possible, however, that future results of operations for any particular quarterly or annual period could be materially affected by changes in assumptions related to these proceedings.
As discussed in See Note 13,15, Contingent Matters as of December 31, 2008, the Company has accrued its best estimatefor additional discussion of the probable cost for the resolution of these claims. This estimate has been developed in consultation with outside counsel that is handling the defense in these matters and is based upon a combination of litigation and settlement strategies. Certain litigation is being addressed before juries in states where past jury awards have been significant. To the extent additional information arises or strategies change, it is possible that the Company’s best estimate of the probable liability in these matters may change.legal contingencies.
 
Business Combinations - In accordance with SFAS No. 141, “Business Combinations,” we accountThe Company accounts for all business combinations by the purchasepurchase/acquisition  method. Furthermore, we recognizethe Company recognizes intangible assets apart from goodwill if they arise from contractual or legal rights or if they are separable from goodwill.
 
Recent Accounting Pronouncements - In November 2004,September 2006, the FASB issued Statement of Financial Accounting Standards No. 151, “Inventory Costs”Board (“SFAS 151”FASB”). SFAS 151 amends the guidance in Accounting Research Bulletin No. 43, Chapter 4, “Inventory Pricing”, to clarify that abnormal amounts of idle facility expense, freight, handling costs and wasted materials (spoilage) should be recognized as current-period charges and requires the allocation of fixed production overheads to inventory based on normal capacity of the production facilities. The Company adopted SFAS 151 on January 1, 2006. The adoption did not have issued a significant impact on the Company’s consolidated financial statements.
In May 2005, the FASB issued Statement of Financial Accounting Standards No. 154, “Accounting Changes and Error Corrections”, (“SFAS 154”). SFAS 154 replaces APB 20, “Accounting Changes” and SFAS 3, “Reporting Accounting Changes in Interim Financial Statements” and establishes retrospective application as the required method for reporting a change in accounting principle. The reporting of a correction of an error by restating previously issued financial statements is also addressed. The Company adopted SFAS 154 on January 1, 2006. The adoption did not have a significant impact on the Company’s consolidated financial statements.
As previously discussed, the Company adopted SFAS 123R related to share-based payments. See Note 14, Shareholders’ Equity for further details.
In June 2006, the FASB ratified Emerging Issues Talk Force (“EITF”) Issue No. 06-3, “How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross Versus Net Presentation)”. This statement allows companies to present in their statements of operations any taxes assessed by a governmental authority that are directly imposed on revenue-producing transactions between a seller and a customer, such as sales, use, value-added and some excise taxes, on either a gross (included in revenue and costs) or a net (excluded from revenue) basis. The Company presents these transactions on a net basis, and therefore, the adoption of this standard beginning January 1, 2007 had no impact on the Company’s financial statements.
A - 32

In July 2006, the FASB issued FASB Interpretation 48, “Accounting for Uncertainty in Income Taxes: an interpretation of FASB Statement 109, Accounting for Income Taxes” (“FIN 48”). FIN 48 defines the criteria that an income tax position would have to meet for some or all of the benefit of that position to be recognized in an entity’s financial statements. FIN 48 requires that the cumulative effect of applying its provisions be reported as an adjustment to retained earnings at the beginning of the period in which it is adopted. FIN 48 was effective for fiscal years beginning after December 15, 2006, and the Company began applying its provisions effective January 1, 2007. The impact of adopting this statement is detailed in Note 12, Income Taxes.
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements”, (“SFAS 157”), which provides guidance onclarifying how to measure assets and liabilities that useat fair value. SFAS 157This new guidance applies whenever another USU.S. GAAP standard requires (or permits) assets or liabilities to be measured at fair value but does not expand the use of fair value to any new circumstances. This standard also requires additional disclosures in both annual and quarterly reports. Portions of SFAS 157the statement were effective for financial statements issued for fiscal years beginning after November 15, 2007, and the Company began applying those provisions effective January 1, 2008.  In February 2008, the FASB issued additional guidance which delayed the effective date of the provisions of the statement concerning all nonfinancial assets and nonfinancial liabilities for one year, except those recognized at fair value in the financial statements on a recurring basis. The Company adopted the delayed provisions of the statements as of January 1, 2009. The adoption of this statementthese statements did not have a significant impact on the Company’s financial statements. In February 2008, the FASB issued Staff Position No. 157-2, (“FSP No. 157-2”), which delays the effective date of SFAS 157 one year for all nonfinancial assets and nonfinancial liabilities, except those recognized at fair value in the financial statements or a recurring basis. The Company will adopt the remaining provisions of SFAS 157 as of January 1, 2009. The adoption of these remaining provisions is not expected to have a significant impact on the Company’s financial statements.
 
In September 2006, the SEC staff issued Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”). SAB 108 was issued in order to eliminate the diversity of practice in how public companies quantify misstatements of financial statements, including misstatements that were not material to prior years’ financial statements. The Company began applying the provisions of SAB 108 in connection with the preparation of its annual financial statements for the year ended December 31, 2006. The adoption of this bulletin had no impact on the Company’s financial statements.
A-35

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158, “Employers Accounting for Defined Benefit Pension and Other Postretirement Plans - An Amendment of FASB Statements No. 87, 88, 106, and 132R” (“SFAS 158”). SFAS 158 requires companies to (1) recognize as an asset or liability, the overfunded or underfunded status of defined pension and other postretirement benefit plans; (2) recognize changes in the funded status through other comprehensive income in the year in which the changes occur; (3) measure the funded status of defined pension and other post-retirement benefit plans as of the date of the company’s fiscal year-end; and (4) provide enhanced disclosures. The Company began applying the provisions of SFAS 158 in connection with the preparation of its annual financial statements for the year ended December 31, 2006. See Note 11, Pension and Post-retirement Benefits, for further information on the impact of adoption.
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised 2007), “Business Combinations” (“SFAS 141R”),two statements that impact the way companies account for business combinations and Statement of Financial Accounting Standards No. 160, “Noncontrolling Interestspresent earnings in Consolidated Financial Statements” (“SFAS 160”). SFAS 141Rtheir financial statements. The first statement establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree and the goodwill acquired. This standard also establishes disclosure requirements which willare intended to enable users to evaluate the nature and financial effects of thea business combination. SFAS 160The second statement clarifies that a noncontrolling interest in a subsidiary should be reported as equity in the consolidated financial statements. Consolidated net income should include the net income for both the parent and the noncontrolling interest with disclosure of both amounts on the consolidated statement of income. The calculation of earnings per share will continue to be based on income amounts attributable to the parent. Both statements will bewere effective for financial statements issued for fiscal years beginning after December 15, 2008, and the Company will beginbegan applying itsthese provisions effective January 1, 20092009. The adoption of these statements has not had a significant impact on anythe Company’s financial position or results of operations to date but did require the Company to recast the financial statements for all prior periods presented herein to conform to the new acquisition activity.
required presentation of non-controlling interest.
 
A - 33

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities - an amendment of FASB Statement No. 133” (“SFAS 161”). The objective of thisa statement is to requirewhich requires enhanced disclosures about an entity’s derivative and hedging activities and to improve the transparency of financial reporting. Entities are required to provide enhanced disclosures about (1) how and why an entity uses derivative instruments, (2) how derivative instruments and related hedged items are accounted for under Statement No. 133US GAAP and its related interpretations, and (3) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The Company will adoptadopted the provision of this standard as of January 1, 2009. TheBecause the statement applies only to financial statement presentation and disclosure, its adoption of SFAS No. 161 isdid not expected to have a significantan impact on the Company’s financial position or results of operations.
 
In April 2008, the FASB issued Staff Position No. 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP 142-3”). FSP 142-3 amendsa pronouncement amending the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets”.asset. The intent of FSP 142-3the pronouncement is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141R and other applicable accounting literature. FSP 142-3 isasset. The revised guidance was effective for financial statements issued for fiscal years beginning after December 15, 2008 and must be applied prospectively to intangible assets acquired after the effective date. The Company will beginbegan applying the provisions of the FSP onpronouncement for intangible assets acquired after January 1, 2009 for any new intangible assets acquired.
In May 2008, the FASB issued Statement of Financial Accounting Standards No. 162, “Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”). This statement is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements of nongovernmental entities that are presented in conformity with U.S. GAAP. This statement was effective November 15, 2008.2009. The Company’s adoption of SFAS 162 on the effective date didthis pronouncement has not havehad a significant impact on its consolidatedthe Company’s financial statements.position or results of operations to date.
 
In December 2008, the FASB issued Staff Position No. 132R-1, “Employer’s Disclosures about Postretirement Benefit Plan Assets”. This FSP amends FASB Statement No. 132 (Revised 2003), “Employers’ Disclosures about Pensions and Other Postretirement Benefits”,new guidance related to provide guidance on an employer’s disclosures about the type of plan assets ofheld in a defined benefit pension or other postretirement plan. This FSPguidance is effective for financial statements issued for fiscal years ending after December 15, 2009. The expanded disclosures are presented in Note 12.
In April 2009, the FASB issued a pronouncement that requires assets acquired and liabilities assumed in business combinations that arise from contingencies be recognized at fair value if fair value can reasonably be estimated. The pronouncement further requires that contingent consideration arrangements of an acquiree assumed by the acquirer in a business combination be treated as a contingent consideration of the acquirer and should be initially and subsequently measured at fair value. The new guidance was effective for business combinations on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. As such the Company began applying the provisions of this pronouncement on January 1, 2009. The adoption of these provisions has not had a significant impact on the Company’s financial position or results of operations to date.
In April 2009, the FASB issued a pronouncement which affirms that the objective of fair value when the market for an asset is not active is the price that would be received to sell the asset in an orderly transaction; clarifies and includes additional factors for determining whether there has been a significant decrease in market activity for an asset when the market for that asset is not active; and eliminates the proposed presumption that all transactions are distressed (not orderly) unless proven otherwise. The new guidance was effective for interim and annual periods ending after June 15, 2009. The Company began applying the provisions of the pronouncement effective April 1, 2009. The adoption of this pronouncement has not had a significant impact on the Company’s financial statements.
A-36

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In April 2009, the FASB issued a pronouncement that changes existing guidance for determining whether an impairment is other than temporary for debt securities; replaces existing requirements that the entity’s management assert it has both the intent and ability to hold an impaired security until recovery with a requirement that management assert that it does not have the intent to sell the security and that it is more likely than not it will not have to sell the security before recovery of its cost basis; requires that an entity recognize noncredit losses on held-to-maturity debt securities in other comprehensive income and amortize the amount over the remaining life of the security; requires an entity to present the total other-than-temporary impairment in the statement of earnings with an offset for the amount recognized in other comprehensive income; and requires a cumulative effect adjustment as of the beginning of the period of adoption to reclassify the noncredit component of a previously recognized other-than-temporary impairment from retained earnings to accumulated other comprehensive income in certain instances. The pronouncement was effective for interim and annual periods ending after June 15, 2009. The Company began applying its provisions effective April 1, 2009. The adoption of this pronouncement has not had a significant impact on the Company’s financial statements.
In April 2009, the FASB issued a pronouncement that requires an entity to provide disclosures about fair value of financial instruments in both interim and annual financial reports. The statement was effective for interim and annual periods ending after June 15, 2009. The Company began applying the new disclosure requirements in its June 30, 2009 financial statements. The adoption of this statement did not have a significant impact on the Company’s financial statements.
In May 2009, the FASB issued a statement that sets forth general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The statement was effective for interim and annual periods ending after June 15, 2009. The Company began applying its provision in its June 30, 2009 financial statements. See Note 21 for additional information.
In June 2009, the FASB issued guidance which establishes the FASB Accounting Standards Codification (the “Codification” or “ASC”) as the official single source of authoritative GAAP. All existing accounting standards are superseded by the Codification, and all other accounting guidance not included in the Codification will be considered non-authoritative. The Codification also includes all relevant SEC guidance organized using the same topical structure in separate sections within the Codification. Following the Codification, the FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASU”), which will serve to update the Codification, provide background information about the guidance and provide the basis for conclusions on the changes to the Codification. The Codification is not intended to change GAAP, but did change the way GAAP is organized and presented. The Codification was effective for interim and annual periods ending after September 15, 2009, and the Company adopted the provisions of the Codification beginning with financial statements issued after September 15, 2009. The impact on the Company’s financial statements is limited to disclosures, in that references to authoritative accounting literature no longer reference the prior guidance.
In August 2009, the FASB issued additional guidance clarifying the measurement of liabilities at fair value. When a quoted price in an active market for the identical liability is not available, the amendments require that the fair value of a liability be measured using one or more of the listed valuation techniques that should maximize the use of relevant observable inputs and minimize the use of unobservable inputs. In addition the amendments clarify that when estimating the fair value of a liability, an entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. The amendment also clarifies how the price of a traded debt security (i.e., an asset value) should be considered in estimating the fair value of the issuer’s liability. The amendments were effective immediately. The adoption of this amendment did not have a significant impact on the Company’s financial statements.
In October 2009, the FASB issued guidance that supersedes certain previous rules relating to how a company allocates consideration to all of its deliverables in a multiple-deliverable revenue arrangement. The revised guidance eliminates the use of the residual method of allocation in which the undelivered element is measured at its estimated selling price and the delivered element is measured as the residual of the arrangement consideration and alternatively requires that the relative-selling-price method be used in all circumstances in which an entity recognizes revenue for an arrangement with multiple-deliverables. The revised guidance requires both ongoing disclosures regarding an entity’s multiple-element revenue arrangements as well as certain transitional disclosures during periods after adoption. All entities must adopt the revised guidance no later than the beginning of their first fiscal year beginning on or after June 15, 2010 with earlier adoption allowed. Entities may elect to adopt the guidance through either prospective application or through retrospective application to all revenue arrangements for all periods presented. The Company plans to adopt the revised guidance effective January 1, 2011. The Company does not believe the adoption of this new guidance will beginhave a significant impact on the Company’s financial statements.
A-37

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In January 2010, the FASB issued a standard update that clarifies the scope and establishes the accounting and reporting guidance for noncontrolling interests and changes in ownership interest of a subsidiary. This standard update is effective beginning with the interim or annual reporting period ending on or after December 15, 2009. The Company began applying its provisions withthis new amendment in its December 31, 2009 consolidatedfinancial statements. The adoption of this amendment did not have a significant impact on the Company’s financial statements.
 
2. Inventories
 
Inventories consist of the following:following (in thousands):
 
 December 31  December 31 
 2008  2007  2009  2008 
Raw materials and parts $116,253,800  $96,718,726  $90,150  $116,254 
Work-in-process  57,776,229   54,127,870   52,010   57,776 
Finished goods  99,806,732   51,027,368   87,968   99,807 
Used equipment  11,980,501   8,944,664   18,420   11,980 
Total $285,817,262  $210,818,628  $248,548  $285,817 
 
The above inventory amounts are net of reserves totaling $16,378,000 and $13,157,000 in 2009 and $11,548,000 in 2008, and 2007, respectively.
 

3. Fair Value Measurements

The Company has various financial instruments that must be measured on a recurring basis including marketable debt and equity securities held by Astec Insurance, marketable equity securities held in an unqualified Supplemental Executive Retirement Plan (“SERP”) and pension assets invested in an exchange traded mutual fund. The financial assets held in the SERP also constitute a liability of the Company for financial reporting purposes. The Company’s subsidiaries also occasionally enter into foreign currency exchange contracts to mitigate exposure to fluctuations in currency exchange rates.
For cash and cash equivalents, trade receivables, other receivables, revolving debt and accounts payable, the carrying amount approximates the fair value because of the short term nature of these 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.
As indicated in the table below, the Company has determined that its financial assets and liabilities at December 31, 2009 are level 1 and level 2 in the fair value hierarchy (amounts in thousands):
  Level 1  Level 2  Level 3  Total 
Financial Assets:            
Trading equity securities $2,703  $--  $--  $2,703 
Trading debt securities  3,078   7,835   --   10,913 
Pension assets  7,896   --   --   7,896 
Total financial assets $13,677  $7,835  $--  $21,512 
Financial Liabilities:                
SERP liabilities $4,903  $--  $--  $4,903 
Foreign exchange contracts  --   111   --   111 
Total financial liabilities $4,903  $111  $--  $5,014 
A - 34A-38

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
3.4. Investments
 
The Company’s investments (other than pension assets) consist of the following:following (in thousands):
 
 
Amortized
Cost
  
Gross
Unrealized
Gains
  
Gross
Unrealized
Losses
  
Fair Value
(Net Carrying
Amount)
  
Amortized
Cost
  
Gross
Unrealized
Gains
  
Gross
Unrealized
Losses
  
Fair Value
(Net Carrying
Amount)
 
December 31, 2009            
Trading equity securities $2,753  $29  $79  $2,703 
Trading debt securities  10,564   405   56   10,913 
Total $13,317  $434  $135  $13,616 
December 31, 2008                                
Trading equity securities $2,874,680  $--  $422,578  $2,452,102  $2,875  $--  $422  $2,453 
Trading debt securities  8,686,084   48,255   259,739   8,474,600   8,686   48   260   8,474 
Total $11,560,764  $48,255  $682,317  $10,926,702  $11,561  $48  $682  $10,927 
                
December 31, 2007                
Available-for-sale equity securities $10,305,000  $--  $1,483,000  $8,822,000 
Trading equity securities  3,011,012   102,709   167,420   2,946,301 
Trading debt securities  6,861,402   49,363   1,437   6,909,328 
Total $20,177,414  $152,072  $1,651,857  $18,677,629 
 
The investments noted above are valued at their estimated fair value based on quoted market prices for identified or similar assets or, where no quoted prices exist, other observable inputs for the asset.
 
A significant portion of the trading securities are in equity mutual funds and approximate a portion of the Company’s liability under the Supplemental Executive Retirement Plan (“SERP”), an unqualified defined contribution plan. See Note 11,12, Pension and Post-retirement Benefits, for additional information on these investments and the SERP.
 
Trading debt securities are comprised mainly of marketable debt securities held by Astec Insurance Company.Insurance. Astec Insurance has an investment strategy that focuses on providing regular and predictable interest income from a diversified portfolio of high-quality fixed income securities. At December 31, 2009 and 2008, $1,651,000 and 2007, $1,015,198 and $148,884,$1,015,000, respectively, of trading debt securities waswere due to mature within twelve months and, accordingly, isare included in other current assets.
 
Available-for-sale equity securities areheld during 2007 were comprised of actively traded marketable equity securities with quoted prices on national markets. The available-for-sale equity securities held at December 31, 2007 were sold in the fourth quarter of 2008 and a pre-tax realized gain of $6,195,000 is included in other income for the year ended December 31, 2008.
Management reviews several factors to determine whether a loss is other than temporary, such as the length of time a security is in an unrealized loss position, the extent to which fair value is less than amortized cost, the financial condition and near term prospects of the issuer and the Company’s intent and ability to hold the security for a period of time sufficient to allow for anticipated recovery in fair value. Management determined that the gross unrealized losses on There were no available-for-sale equity securities as of December 31, 2007 was considered temporary and, therefore, the net unrealized holding losses of $1,483,000 were included in accumulated other comprehensive income at December 31, 2007.
As indicated in the table below, the Company has determined that its investmentsheld at December 31, 2008 are level 1 and level 2 in the fair value hierarchy:or during 2009.
 
  Level 1  Level 2  Level 3  Total 
Trading equity securities $2,452,102  $--  $--  $2,452,102 
Trading debt securities  1,464,444   7,010,156   --   8,474,600 
Total $3,916,546  $7,010,156  $--  $10,926,702 


A - 35

Net unrealized gains or (losses) on investments still held as of the end of each reporting period, amounted to $544,000, ($302,000) and $48,000 in 2009, 2008 and 2007, respectively.
 
The carrying values of the Company’s other financial assets and liabilities, including cash and cash equivalents, trade receivables, other receivables, revolving credit loans, accounts payable, customer deposits and accrued liabilities approximate fair value without being discounted due to the short periods during which these amounts are outstanding.
4.5. Goodwill
 
Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. SFAS 142Current U.S. accounting guidance provides that goodwill and certain other intangible assets be tested for impairment at least annually. The Company performs the required valuation procedures each year as of December 31 after the following year’s forecasts are submitted and reviewed.
During 2009, the market value of the Company’s common stock and that of other companies in related industries declined as a result of the general downturn in the United States and world-wide economies. Additionally, in late 2009, the Company reviewed and adjusted its internal five-year projections as part of its normal budgeting procedures. These factors each impacted the valuations performed to determine if an impairment of goodwill had occurred.
A-39

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The valuations performed in 2009 indicated possible impairment in two of the Company’s reporting units which necessitated further testing to determine the amount of impairment. As a result of the additional testing, 100% of the goodwill in the two reporting units was determined to be impaired. As there are no observable inputs available (Level 3), the Company estimates fair value of the reporting units based upon a combination of discounted cash flows and market approaches. Weighted average cost of capital assumptions used in the calculations ranged from 13% to 22%. A terminal growth rate of 3% was also assumed. The $16,716,000 related impairment is included in intangible asset impairment charges in the consolidated statements of operations. The valuations performed in 2008 2007, and 20062007 indicated no impairment of goodwill.
 
The changes in the carrying amount of goodwill by reporting segment for the years ended December 31, 20082009 and 20072008 are as follows:follows (in thousands):
 
 Asphalt Group  Aggregate and
Mining Group
  
Mobile Asphalt
Paving Group
  
Underground
Group
  Other  Total  
Asphalt Group
  
Aggregate
 and Mining Group
  
Mobile
Asphalt Paving Group
  
Underground Group
  
 
Other
  
 
Total
 
                        
Balance, December 31, 2006 $1,156,818  $16,580,617  1,646,391  $--  $--  $19,383,826 
Business acquisition  --   --   --   --   5,814,219   5,814,219 
Foreign currency translation  --   1,217,934   --   --   --   1,217,934 
Balance, December 31, 2007  1,156,818   17,798,551   1,646,391   --   5,814,219   26,415,979  1,157  17,799  1,646  $--  5,814  26,416 
Business acquisition  4,804,143   --   --   --   --   4,804,143   4,804   --   --   --   --   4,804 
Final accounting adjustment
on business combination
  --   --   -   --   (7,137)  (7,137)  --   --   --   --   (7)  (7)
Foreign currency translation  --   (1,554,435)  --   --   --   (1,554,435)  --   (1,554)  --   --   --   (1,554)
Balance, December 31, 2008  $5,960,961   $16,244,116   $1,646,391   $--   $5,807,082  $29,658,550   5,961   16,245   1,646   --   5,807   29,659 
Impairment charge  --   (10,909)  --   --   (5,807)  (16,716)
Final accounting adjustment on
business combination
  (39)  --   --   --   --   (39)
Foreign currency translation  --   1,003   --   --   --   1,003 
Balance, December 31, 2009 5,922  6,339  1,646  $--  
 --
  13,907 
 
5.6. Long-lived and Intangible Assets
 
Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”)The FASB requires long-lived assets be reviewed for impairment when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. SFAS 144The FASB also requires recognition of impairment losses for long-lived assets “held and used” if the sum of the estimated future undiscounted cash flows used to test for recoverability is less than the carrying value. As part of the Company’s periodic review of its operations, the Company assessed the recoverability of the carrying value of its intangible assets. In late 2009 after considering the impact of the recent domestic and international economic downturns, the Company reviewed and adjusted its internal five-year projections as part of its normal budgeting procedures. The Company used these projections as the basis of the valuations it performed to determine if an impairment to intangible assets should be recorded. The Level 3 valuations performed in 2009 indicated an impairment loss of $320,000 of which $286,000 is attributed to a dealer network and customer base in the Underground Group and $34,000 is attributed to patents in the All Others Group. The loss reflects the amounts by which the carrying value of the dealer network, customer base and patents exceeded their estimated fair value. The loss is included in operating expenses as a component of “intangible asset impairment charges” in the consolidated statements of operations. For the years ended December 31, 2008 2007 and 2006,2007, the Company concluded that there had been no significant events that would trigger an impairment review of its long-lived and definite-lived intangible assets. No impairment was recorded in 2008 2007 or 2006.
2007.
A - 36A-40

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amortization expense for otheron intangible assets was $531,857, $356,068$693,000, $532,000 and $234,961$356,000 for 2009, 2008 and 2007, and 2006, respectively. Other intangibleIntangible assets, which are included in other long-term assets on the accompanying consolidated balance sheets, consisted of the following at December 31, 2009 and 2008 and 2007:(in thousands):
 
 
Gross Carrying
Value
Dec. 31, 2007
  
Accumulated Amortization
Dec. 31, 2007
  
Net Carrying
Value
Dec. 31, 2007
  
Gross Carrying
Value
Dec. 31, 2008
  
Accumulated Amortization
Dec. 31, 2008
  
Net Carrying
Value
Dec. 31, 2008
  2009  2008 
Amortizable assets                        
 
Gross Carrying
Value
  
Accumulated
Amortization
  
Net Carrying
Value
  
Gross Carrying
Value
  Accumulated Amortization  
Net Carrying
Value
 
Amortizable assets:                  
Dealer network and
customer relationships
 $3,589,000  $(698,233) $2,890,767  $4,291,619  $(1,040,790) $3,250,829  $3,525  $(551) $2,974  $4,292  $(1,041) $3,251 
Drawings  820,000   (432,599)  387,401   970,000   (535,079)  434,921   1,092   (694)  398   970   (535)  435 
Trademarks  336,000   (336,000)  --   336,000   (336,000)  -- 
Patents  543,000   (61,071)  481,929   664,946   (137,755)  527,191   612   (203)  409   665   (138)  527 
Non-compete agreement  42,233   (5,068)  37,165   42,233   (15,204)  27,029   52   (26)  26   42   (15)  27 
Purchased in-process research
and development
  1,110   --   1,110   --   --   -- 
Total amortizable assets  5,330,233   (1,532,971)  3,797,262   6,304,798   (2,064,828)  4,239,970   6,391   (1,474)  4,917   5,969   (1,729)  4,240 
Non-amortizable assets                        
Non-amortizable assets:                        
Trade names  1,348,000   --   1,348,000   2,003,000   --   2,003,000   2,003   --   2,003   2,003   --   2,003 
Total $6,678,233  $(1,532,971) $5,145,262  $8,307,798  $(2,064,828) $6,242,970  $8,394  $(1,474) $6,920  $7,972  $(1,729) $6,243 
 
The increase in gross carrying value of intangible assets during 2008 is mainly attributed to the purchases of Dillman Equipment, Inc., and substantially all of the assets of Q-Pave Pty Ltd. The increase in gross carrying value of intangible assets during 2009 is attributed to the purchase of Industrial Mechanical & Integration (“IMI”) and finalization of the purchase price allocation for Q-Pave Pty Ltd. The purchase of IMI resulted in the recognition of $1,242,000 of intangible assets which consist of drawings (5-year weighted average useful life), non-compete agreement (3-year weighted average useful life) and in process research and development. The research and development project is expected to be completed during 2010 and will be amortized over a useful life that will be determined at the project’s completion. During 2009, the finalization of certain Q-Pave Pty Ltd. valuations resulted in an increase of $342,000 in intangible assets which consist of dealer network and customer relationships. See Note 18,20, Business Combinations for further discussion.
 
Approximate intangibleIntangible asset amortization expense for the next five years is expected as follows:to be $561,000, $530,000, $522,000, $442,000 and $384,000 in the years ending December 31, 2010, 2011, 2012, 2013 and 2014, respectively.
 
2009$627,5672012$284,137
2010532,5652013284,137
2011445,855  
6.7. Property and Equipment
 
Property and equipment consist of the following:following (in thousands):
 
 December 31  December 31 
 2008  2007  2009  2008 
Land, land improvements and buildings $123,546,867  $103,033,483  $124,737  $123,546 
Equipment  181,200,088   161,182,644   200,279   181,200 
Less accumulated depreciation  (135,617,327)  (122,688,507)  (152,959)  (135,617)
Total $169,129,628  $141,527,620  $172,057  $169,129 
 
Depreciation expense was approximately$17,752,000, $16,657,000 $14,576,000 and $11,507,000$14,576,000 for the years ended December 31, 2009, 2008 and 2007, and 2006, respectively.
A - 37A-41

7.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. Leases
 
The Company leases certain land, buildings and equipment for use in its operations under various operating leases. Total rental expense charged to operations under operating leases was approximately $2,794,000, $3,186,000 $2,993,000 and $2,381,000$2,993,000 for the years ended December 31, 2009, 2008 2007 and 2006,2007, respectively.
 
Minimum rental commitments for all noncancelable operating leases at December 31, 20082009 are as follows:follows (in thousands):
 
2009 $1,460,000
2010  916,000 $1,247 
2011  583,000  718 
2012  60,000  125 
2013  44,000  81 
2014  38 
Thereafter  16,000  24 
 $3,079,000 $2,233 
 
8.
9. Debt
 
During April 2007, the Company entered into an unsecured credit agreement with Wachovia Bank, National Association (“Wachovia”) whereby Wachovia has extended to the Company an unsecured line of credit of up to $100,000,000 including a sub-limit for letters of credit of up to $15,000,000. The Wachovia credit agreement replaced the previous $87,500,000 secured credit facility the Company had in place with General Electric Capital Corporation and General Electric Capital-Canada.
 
The Wachovia credit facility hashad an original term of three years (which is subject to furtherwith two one-year extensions as provided therein).available. Early in 2009,2010, the Company exercised its rightthe final extension bringing the new loan maturity date to extend the credit facility’s term one additional year. An additional one year extension is available.May 2012. The interest rate for borrowings is a function of the Adjusted LIBOR Rate or Adjusted LIBOR Market Index Rate, as defined, as elected by the Company, plus a margin based upon a leverage ratio pricing grid ranging between 0.5% and 1.5%. As of December 31, 2008,2009, the applicable margin based upon the leverage ratio pricing grid was equal to 0.5%. The unused facility fee is 0.125%. The interest rate at December 31, 2008 was 0.94%. The Wachovia credit facility requires no principal amortization and interest only payments are due, in the case of loans bearing interest at the Adjusted LIBOR Market Index Rate, monthly in arrears and, in the case of loans bearing interest at the Adjusted LIBOR Rate, at the end of the applicable interest period. The interest rate was 0.73% and 0.94% at December 31, 2009 and 2008, respectively. The Wachovia credit agreement contains certain financial covenants including a minimum fixed charge coverage ratio, minimum tangible net worth and maximum allowed capital expenditures. At December 31, 2008,2009, the Company had no borrowings outstanding under the credit facility of $3,129,000 resulting in borrowing availability of $86,137,000,$88,366,000, net of letters of credit issued of $10,734,000. The borrowings are classified as current liabilities as the Company plans to repay the debt within the next twelve months.
$11,634,000. The Company was in compliance with the covenants under its credit facility as of December 31, 2008.2009.
 
The Company’s South African subsidiary, Osborn Engineered Products SA (Pty) Ltd.,Ltd, (Osborn) has available a credit facility of approximately $5,978,000$7,429,000 (ZAR 50,000,000)55,000,000) to finance short-term working capital needs, as well as to cover  the short-term establishment of letter of credit performance, advance payment and retention guarantees. As of December 31, 2008,2009, Osborn had $298,000no outstanding borrowings under the credit facility, at 15% interest, and approximately $1,854,000but $4,422,000 in performance, advance payment and retention bonds which were guaranteedissued under the facility. The facility is secured by Osborn’s buildings and improvements, accounts receivable and cash balances (cash balances up to $2,701,000) and a $2,000,000 letter of credit issued by the parent Company. The portion of the available facility not secured by the $2,000,000 letter of credit fluctuates monthly based upon seventy-five percent (75%) of Osborn’s accounts receivable and total cash balances at the end of the prior month as well as buildings and improvements of $1,983,000. As of December 31, 2008,2009, Osborn had available credit under the facility of approximately $3,826,000.$3,007,000. The facility expires on July 30, 2009has an ongoing, indefinite term subject to annual reviews by the bank. The agreement has an unused facility fee of 0.793%.
The Company’s Australian subsidiary, Astec Australia Pty Ltd (“Astec Australia”) has an available credit facility to finance short-term working capital needs of $2,511,000 (AUD 2,800,000), to finance foreign exchange dealer limit orders of $2,242,000 (AUD 2,500,000) and to provide bank guarantees to others of $179,000 (AUD 200,000). The facility is secured by a $2,500,000 letter of credit issued by the Company plans to renewCompany. No amounts were outstanding under the credit facility prior to expiration. There is no charge forat December 31, 2009; however, $22,000 in performance bonds were guaranteed under the unused facility.
A - 38A-42

9.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. 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 one year 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 warranty liability is primarily based on historical claim rates, nature of claims and the associated costs.
 
Changes in the Company’s product warranty liability during 20082009 and 20072008 are as follows:

  2008  2007 
Reserve balance at beginning of period $7,826,820  $7,183,946 
Warranty liabilities accrued during the period  18,316,668   12,496,960 
Warranty liabilities settled during the period  (16,004,036)  (11,854,086)
Other  (89,227)  -- 
Reserve balance at end of period $10,050,225  $7,826,820 
follows (in thousands):
 
10.
  2009  2008 
Reserve balance at beginning of period $10,050  $7,827 
Warranty liabilities accrued during the period  10,908   18,317 
Warranty liabilities settled during the period  (12,416)  (16,005)
Other  172   (89)
Reserve balance at end of period $8,714  $10,050 
11. Accrued Loss Reserves
 
The Company accrues 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 claim experience, along with assumptions about future events. Changes in assumptions, as well as changes in actual experi­ence,experience, could cause these estimates to change in the future. Total accrued loss reserves at December 31, 20082009 were $9,022,126$9,253,000 compared to $7,878,723$9,022,000 at December 31, 2007,2008, of which $5,719,476$5,613,000 and $5,019,869$5,719,000 was included in other long-term liabilities at December 31, 20082009 and 2007,2008, respectively.
 
11.12. Pension and Post-retirement Benefits
 
Prior to December 31, 2003, all employees of the Company’s Kolberg-Pioneer, Inc. subsidiary were covered by a defined benefit pension plan. After December 31, 2003, all benefit accruals under the plan ceased and no new employees could become participants in the plan. Benefits paid under this plan are based on years of service multiplied by a monthly amount. In addition, the Company also sponsors two post-retirement medical and life insurance plans covering the employees of its Kolberg-Pioneer, Inc. and Telsmith, Inc. subsidiaries and a life insurance plan covering retirees of its former Barber-Greene subsidiary. During 2008, the Company terminated the retiree medical plan at Kolberg-Pioneer, Inc. and completed a lump-sum buyout of the retiree life plans at Kolberg-Pioneer, Inc. and Barber-Greene. Settlement cost of $109,014$109,000 is included as a component of net periodic benefit cost for 2008. The Company’s funding policy for all plans is to make the minimum annual contributions required by applicable regulations.
 
The Company’s investment strategy for the Kolberg-Pioneer, Inc. pension plan is to earn a rate of return sufficient to match or exceed the long-term growth of pension liabilities. The investment policy states that the Plan Committee in its sole discretion shall determine the allocation of plan assets among the following four asset classes: cash equivalents, fixed-income securities, domestic equities and international equities. The Company attempts to ensure adequate diversification of the invested assets through investment over several asset classes, investmentin an exchange traded mutual fund that invests in a diversified portfolio of diversified assets within an asset class or the use of multiple investment portfolios.
stocks, bonds and money market securities.
A - 39A-43

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following provides information regarding benefit obligations, plan assets and the funded status of the plans:plans (in thousands, except as noted *):
 
 Pension Benefits  Post-retirement Benefits  Pension Benefits  Post-retirement Benefits 
 2008  2007  2008  2007  2009  2008  2009  2008 
Change in benefit obligation                            
Benefit obligation at beginning of year $9,647,937  $9,986,114  $764,226  $986,097  $10,120  $9,648  $466  $764 
Service cost  --   --   46,209   44,535   --   --   40   46 
Interest cost  606,508   564,674   60,401   41,974   613   607   27   60 
Amendments  --   --   --   48,221 
Settlements  --   --   (189,548)  --   --   --   --   (189)
Actuarial (gain) loss  302,102   (478,204)  98,084   (92,426)
Actuarial loss  473   302   95   98 
Benefits paid  (436,590)  (424,647)  (313,184)  (264,175)  (467)  (437)  (49)  (313)
Benefit obligation at end of year  10,119,957   9,647,937   466,188   764,226   10,739   10,120   579   466 
Accumulated benefit obligation $10,119,957  $9,647,937  $--  $--  $10,739  $10,120  $--  $-- 
Change in plan assets                                
Fair value of plan assets at beginning of year $9,013,126  $7,817,439  $--  $--  $6,783  $9,013  $--  $-- 
Actual gain (loss) on plan assets  (2,356,033)  823,995   --   --   1,348   (2,356)  --   -- 
Employer contribution  562,048   796,339   --   --   232   562   --   -- 
Benefits paid  (436,590)  (424,647)  --   --   (467)  (436)  --   -- 
Fair value of plan assets at end of year  6,782,551   9,013,126   --   --   7,896   6,783   --   -- 
Funded status at end of year $(3,337,406) $(634,811) $(466,188) $(764,226) $(2,843) $(3,337) $(579) $(466)
Amounts recognized in the consolidated balance sheets                                
Current liabilities $--  $--  $(73,731) $(132,138) $--  $--  $(69) $(74)
Noncurrent liabilities  (3,337,406)  (634,811)  (392,457)  (632,088)  (2,843)  (3,337)  (510)  (392)
Net amount recognized $(3,337,406) $(634,811) $(466,188) $(764,226) $(2,843) $(3,337) $(579) $(466)
Amounts recognized in accumulated other comprehensive income
(loss) consist of
                                
Net loss (gain) $4,650,401  $1,288,821  $(753,386) $(660,236) $4,005  $4,650  $(593) $(753)
Prior service credit  --   --   --   (7,669)
Transition obligation  --   --   95,500   167,500   --   --   71   96 
Net amount recognized $4,650,401  $1,288,821  $(657,886) $(500,405) $4,005  $4,650  $(522) $(657)
Weighted average assumptions used to deter­mine benefit obligations
as of December 31
                
Weighted average assumptions used to determine benefit obligations
as of December 31*
                
Discount rate  6.19%  6.41%  6.19%  5.59%  5.78%  6.19%  4.95%  6.19%
Expected return on plan assets  8.00%  8.00%  N/A   N/A   8.00%  8.00%  N/A   N/A 
Rate of compensation increase  N/A   N/A   N/A   N/A   N/A   N/A   N/A   N/A 
 
The measurement date used for all plans was December 31.
 
A - 40

The Company’s expected long-term rate of return on assets was 8.0% for both 20082009 and 2007.2008. In determining the expected long-term rate of return, the historical experience of the plan assets, the current and expected allocation of the plan assets and the expected long-term rates of return were considered.
 
The
A-44

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
All assets in the Company’s pension plan assetare invested in an exchange traded mutual fund. The allocation of assets within the mutual fund as of the measurement date (December 31) and the target asset allocation ranges by asset category were as follows:
 Actual Allocation  2008 & 2007 Target  Actual Allocation  2009 & 2008 Target 
Asset Category 2008  2007  Allocation Ranges  2009  2008  Allocation Ranges 
Equity securities  59.5%  59.6%  53 - 73%  61.7%  59.5%  53 - 73% 
Debt securities  33.7%  30.5%  21 - 41%  33.7%  33.7%  21 - 41% 
Money market funds  6.8%  9.9%  0 - 15%  4.6%  6.8%  0 - 15% 
Total  100.0%  100.0%      100.0%  100.0%    
 
The weighted average annual assumed rate of increase in per capita health care costs is 9.0% for 20082010 and is assumed to decrease gradually to 5.0% by 20172016 and remain at that level thereafter. A one-percentage point change in the assumed health care cost trend rate for all years to, and including, the ultimate rate would have the following effects:effects (in thousands):
  2009  2008 
Effect on total service and interest cost      
1% Increase $3  $5 
        1% Decrease  (7)  (5)
Effect on accumulated post-retirement benefit obligation        
1% Increase  32   26 
        1% Decrease  (29)  (24)
  2008  2007 
Effect on total service and interest cost        
    1% Increase $4,958  $5,535 
    1% Decrease  (4,542)  (5,128)
Effect on accumulated post-retirement benefit obligation        
    1% Increase  26,089   32,924 
    1% Decrease  (24,072)  (30,305)

A - 41

Net periodic benefit cost for 2009, 2008 2007 and 20062007 included the following components:components (in thousands, except as noted *):
  Pension Benefits  Post-retirement Benefits 
  2009  2008  2007  2009  2008  2007 
Components of net periodic benefit cost                  
Service cost $--  $--  $--  $40  $46  $45 
Interest cost  613   607   565   27   60   42 
Expected return on plan assets  (531)  (733)  (638)  --   --   -- 
Amortization of prior service cost  --   --   --   --   14   14 
Amortization of transition obligation  --   --   --   25   34   34 
Settlement  --   --   --   --   109   -- 
Amortization of net (gain) loss  301   29   90   (65)  109   (57)
Net periodic benefit cost $383  $(97) $17  $27  $372  $78 
Other changes in plan assets and benefit
  obligations recognized in
other
  comprehensive income
                        
Net loss (gain) $(344) $3,391  $(664) $95  $15  $(93)
Amortization of net gain (loss)  (301)  (29)  (90)  65   (109)  57 
Prior service credit  --   --   --   --   22   48 
Amortization of prior service credit  --   --   --   --   (14)  (14)
Transition obligation  --   --   --   --   (38)  -- 
Amortization of transition obligation  --   --   --   (25)  (34)  (34)
Total recognized in other
 
comprehensive income
  (645)  3,362   (754)  135   (158)  (36)
Total recognized in net periodic benefit
 
cost and other comprehensive income
 $(262) $3,265  $(737) $162  $214  $42 
Weighted average assumptions used to
  determine net periodic benefit cost
 
for years ended December 31*
                        
Discount rate  6.19%  6.41%  5.72%  6.19%  5.59%  5.72%
Expected return on plan assets  8.00%  8.00%  8.00%  --   --   -- 

  Pension Benefits  Post-retirement Benefits 
  2008  2007  2006  2008  2007  2006 
Components of net periodic benefit
    cost
                        
Service cost $--  $--  $--  $46,209  $44,535  $56,442 
Interest cost  606,508   564,674   544,410   60,401   41,974   53,176 
Expected return on plan assets  (732,954)  (638,348)  (546,362)  --   --   -- 
Amortization of prior service cost
    (credit)
  --   --   --   14,457   14,457   (5,225)
Amortization of transition obligation  --   --   --   33,700   33,700   33,700 
Settlement  --   --   --   109,014   --   -- 
Amortization of net (gain) loss  29,509   90,395   136,815   108,845   (56,930)  (89,294)
Net periodic benefit cost  (96,937)  16,721   134,863   372,626   77,736   48,799 
Other changes in plan assets and
    benefit obligations recognized in
    other comprehensive income
                        
Net loss (gain)  3,391,089   (663,852)  (476,290)  15,695   (92,425)  (714,035)
Amortization of net (gain) loss  (29,509)  (90,395)  (136,815)  (108,845)  56,930   89,294 
Prior service credit  --   --   --   22,126   48,221   (46,658)
Amortization of prior service credit  --   --   --   (14,457)  (14,457)  5,225 
Transition obligation  --   --   --   (38,300)  --   234,900 
Amortization of transition obligation  --   --   --   (33,700)  (33,700)  (33,700)
Total recognized in other
   comprehensive
 income
  3,361,580   (754,247)  (613,105)  (157,481)  (35,431)  (464,974)
Total recognized in net periodic benefit
   cost and other comprehensive income
 $3,264,643  $(737,526) $(478,242) $215,145  $42,305  $(416,175)
Weighted average assumptions used
   to determine net periodic benefit
   cost
for years ended December 31
                        
Discount rate  6.41%  5.72%  5.41%  5.59%  5.72%  5.41%
Expected return on plan assets  8.00%  8.00%  8.00%  --   --   -- 
A - 42A-45

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company expects to contribute approximately $174,000$467,000 to the pension plan and approximately $74,000$69,000 to the other benefit plansplan during 2009.2010.
 
 Pension Benefits  Post-retirement Benefits  
Pension Benefits
  
Post-retirement
Benefits
 
Amounts in accumulated other comprehensive income expected to be recognized
in net periodic benefit cost in 2009
        
Amounts in accumulated other comprehensive income expected to be
recognized in net periodic benefit cost in 2010
(in thousands):
      
Amortization of net (gain) loss $301,942  $(64,545) $255  $(52)
Amortization of transition obligation  --   24,200   --   24 
 
The following estimated future benefit payments are expected to be paid in the years indicated:indicated (in thousands):
 
 Pension Benefits Post-retirement Benefits  
Pension Benefits
  
Post-retirement
Benefits
 
2009 $455,000 $74,000 
2010  472,000  34,000  $467  $69 
2011  510,000  44,000   513   83 
2012  557,000  35,000   560   37 
2013  564,000  28,000   567   29 
2014 - 2018  3,481,000  238,000 
2014  638   46 
2015 - 2019  3,659   308 
 
The Company sponsors a 401(k) defined contribution plan to provide eligible employees with additional income upon retirement. The Company’s contributions to the plan are based on employee contributions. The Company’s contributions totaled $4,856,709$3,982,000 in 2009, $4,857,000 in 2008 $4,167,248and $4,167,000 in 2007 and $3,150,802 in 2006.2007.
 
The Company maintains a supplemental executive retirement plan (“SERP”) for certain of its executive officers. The plan is a non-qualified deferred compensation plan administered by the Board of Directors of the Company, pursuant to which the Company makes quarterly cash contributions of a certain percentage of executive officers’ annual compensation. The SERP previously invested cash contributions in Company common stock that it purchased on the open market; however, under a plan amendment effective November 1, 2004, the participants may self-direct the investment of their apportioned plan assets. Upon retirement, executives may receive their apportioned contributions of the plan assets in the form of cash.
 
Assets of the supplemental executive retirement plan consist of the following:following (in thousands):
 
 December 31, 2008  December 31, 2007  December 31, 2009  December 31, 2008 
 Cost  Market  Cost  Market  Cost  Market  Cost  Market 
Company stock $1,966,178  $2,889,670  $1,705,249  $3,195,104  $2,128  $2,569  $1,966  $2,890 
Equity securities  2,575,862   2,229,325   3,011,012   2,946,301   2,363   2,334   2,576   2,229 
Total $4,542,040  $5,118,995  $4,716,261  $6,141,405  $4,491  $4,903  $4,542  $5,119 
 
The Company periodically adjusts the deferred compensation liability such that the balance of the liability equals the total fair market valuesvalue of all assets held by the trust established under the SERP. Such liabilities are included in other liabilities on the consolidated balance sheets. The equity securities are included in investments in the consolidated balance sheets and classified as trading equity securities. See Note 3,4 Investments. The Company stock held by the plan is carried at cost and included as a reduction in shareholders’ equity in the consolidated balance sheets.
 
The change in the fair market value of Company stock held in the SERP results in a charge or credit to selling, general and administrative expenses in the consolidated statement of operations because the acquisition cost of the Company stock in the SERP is recorded as a reduction of shareholders’ equity and is not adjusted to fair market value; however, the related liability is adjusted to the fair market value of the stock as of each period end. The Company recognized a creditincome of $399,000 and $502,000 in 2009 and 2008, respectively, and expense of $452,000 and $325,000 in 2007, and 2006, respectively, related to the change in the fair value of the Company stock held in the SERP.
A - 43A-46

12.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
13. Derivative Financial Instruments
The Company is exposed to certain risks relating to its ongoing business operations. The primary risk managed by using derivative instruments is foreign currency risk. From time to time the Company’s foreign subsidiaries enter into foreign currency exchange contracts to mitigate exposure to fluctuations in currency exchange rates. The fair value of the derivative financial statement is recorded on the Company’s balance sheet and is adjusted to fair value at each measurement date based on the contractual forward exchange rate and the forward exchange rate at the measurement date. The changes in fair value are recognized in the consolidated statements of operation in the current period. The Company does not engage in speculative transactions nor does it hold or issue financial instruments for trading purposes. The Company reported $111,000 of derivative liabilities in other accrued liabilities and $10,000 in other long-term liabilities at December 31, 2009. There were no significant derivative financial instruments at December 31, 2008. The Company recognized a loss on the change in fair value of derivative financial instruments of $20,000 for the year ended December 31, 2009. There were no gains or losses recognized on derivative financial instruments in 2008 or 2007. There were no derivatives that qualified for hedge accounting at December 31, 2009 or December 31, 2008.
14. Income Taxes
 
For financial reporting purposes, income before income taxes and minoritynon-controlling interest includes the following components:components (in thousands):
 
 2008  2007  2006  2009  2008  2007 
United States $91,681,710  $82,367,924  $55,925,244  $13,999  $92,013  $82,368 
Foreign  6,379,755   6,038,458   4,382,708   (2,758)  6,048   6,038 
Income before income taxes and minority interest $98,061,465  $88,406,382  $60,307,952 
Income before income taxes and non-controlling interests $11,241  $98,061  $88,406 
 
The provision for income taxes consists of the following:following (in thousands):
 
 2008  2007  2006  2009  2008  2007 
Current provision:                     
Federal
 $26,802,219  $27,131,144  $17,509,493  $6,608  $26,802  $27,131 
State
  4,419,760   2,935,588   1,846,120   924   4,420   2,936 
Foreign
  992,613   1,231,551   267,683   221   992   1,231 
Total current provision  32,214,592   31,298,283   19,623,296   7,753   32,214   31,298 
Deferred provision:                        
Federal
  1,820,986   (394,900)  534,754   867   1,821   (395)
State
  185,177   65,245   (81,619)  698   185   65 
Foreign
  545,811   429,421   561,310   (1,183)  546   430 
Total deferred provision  2,551,974   99,766   1,014,445   382   2,552   100 
Total provision:                        
Federal
  28,623,205   26,736,244   18,044,247   7,475   28,623   26,736 
State
  4,604,937   3,000,833   1,764,501   1,622   4,605   3,001 
Foreign
  1,538,424   1,660,972   828,993   (962)  1,538   1,661 
Total provision $34,766,566  $31,398,049  $20,637,741  $8,135  $34,766  $31,398 
 
The Company’s income tax provision is computed based on the domestic and foreign federal statutory rates and the average state statutory rates, net of related federal benefit.
A-47

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before income taxes. A reconciliation of the provision for income taxes at the statutory federal income tax rate to the amount provided is as follows:follows (in thousands):
 
  2009  2008  2007 
Tax at the statutory federal income tax rate  $3,935   $34,321   $30,942 
Qualified Production Activity Deduction  (187)  (1,082)  (933)
State income tax, net of federal income tax  1,054   3,005   1,951 
Goodwill and intangible asset impairment charges  2,114   --   -- 
Other permanent differences  116   199   357 
Research and development tax credits  (454)  (1,110)  (1,050)
Change in valuation allowance  909   (276)  61 
Other items  648   (291)  70 
Income tax provision  $8,135   $34,766   $31,398 
  2008  2007  2006 
Tax at the statutory federal income tax rate $34,321,513  30,942,234  $21,033,019 
Qualified Production Activity Deduction  (1,081,747)  (932,710)  (621,982)
State income tax, net of federal income tax  3,004,717   1,950,540   1,146,925 
Other permanent differences  198,495   356,637   307,814 
R&D credit  (1,109,551)  (1,049,782)  (367,771)
Change in valuation allowance  (276,112)  60,775   (233,431)
Other items  (290,749)  70,355   (626,833)
Income tax provision $34,766,566  $31,398,049  $20,637,741 

A - 44

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
 
Significant components of the Company’s deferred tax assets and liabilities are as follows:follows (in thousands):
 December 31  December 31 
 2008  2007  2009  2008 
Deferred tax assets:              
Inventory reserves
 $4,925,261  $3,840,943  $5,634  $4,925 
Warranty reserves
  3,345,363   2,516,910   3,032   3,345 
Bad debt reserves
  392,461   461,652   670   393 
State tax loss carryforwards
  1,126,177   1,471,800   1,452   1,126 
Other
  5,263,102   4,334,092   6,872   5,263 
Valuation allowance
  (841,616)  (1,117,728)
Valuation allowances
  (1,750)  (841)
Total deferred tax assets  14,210,748   11,507,669   15,910   14,211 
Deferred tax liabilities:                
Property and equipment
  14,231,539   9,048,440   17,283   14,232 
Other
  2,343,354   1,956,213   1,535   2,343 
Total deferred tax liabilities  16,574,893   11,004,653   18,818   16,575 
Net deferred tax asset (liability) $(2,364,145) $503,016 
Net deferred tax liability $(2,908) $(2,364)
 
As of December 31, 2008,2009, the Company has state net operating loss carryforwards of approximately $27,300,000$45,400,000 for tax purposes, which will be available to offset future taxable income. If not used, these carryforwards will expire between 2010 and 2022. The2023. A significant portion of the valuation allowance for deferred tax assets specifically relates to the future utilization of state net operating loss carryforwards. Future utilization of these net operating loss carryforwards is evaluated by the Company on an annuala periodic basis and the valuation allowance is adjusted accordingly. In 2008,2009, the valuation allowance was decreasedincreased by $276,112$311,000 based upon the projected abilityinability of certain entities to utilize their state net operating loss carryforwards.
 
A portion of the 2009 goodwill impairment charge relates to tax deductible goodwill in a foreign jurisdiction that is not amortizable for tax purposes, but would be deductible upon a sale of the subsidiary, subject to certain transaction requirements. The Company has determined that the recovery of this deferred tax asset is uncertain. Accordingly, in 2009 the Company established a valuation allowance of $598,000 related to this deferred tax asset.
Undistributed earnings of Astec’sthe Companys Canadian subsidiary, Breaker Technology Ltd., are considered to be indefinitely reinvested; accordingly, no provision for U.S. federal and state income taxes has been provided thereon. Upon repatriation of those earnings, in the form of dividends or otherwise, the Company would be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to Canada. Determination of the amount of unrecognized deferred U.S. income tax liability is not practical due to the complexities associated with the hypothetical calculation; however, unrecognized foreign tax credit carryforwards would be available to reduce some portion of the U.S. liability. Withholding taxes would be payable upon remittance of previously unremitted earnings.
A-48

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
The Company files income tax returns in the U.S. federal jurisdiction, and in various state and foreign jurisdictions. The Company is no longer subject to U.S. federal income tax examinations by authorities for years prior to 2005.2006. With few exceptions, the Company is no longer subject to state and local or non-U.S. income tax examinations by authorities for years prior to 2002.2003.
 
As a result of the implementation of FIN 48,new rules regarding uncertainty in income tax positions, the Company recognized a $65,725$65,000 liability for unrecognized tax benefits, which was accounted for as a reduction to the January 1, 2007 balance of retained earnings. At December 31, 2009, the Company had a liability for unrecognized tax benefits of $675,000 which included accrued interest and penalties of $97,000. The Company had a liability recorded for unrecognized tax benefits at December 31, 20072008 of $1,872,766$939,000 which included accrued interest and penalties of $218,505. At December 31, 2008, the Company had a liability for unrecognized tax benefits of $939,217 which included accrued interest and penalties of $140,025.$140,000. The Company recognizes interest and penalties accrued related to unrecognized tax benefits in tax expense. The interest and penalties recognized in the Company’s statement of operations was $124,365 in 2007. In 2008,2009, the Company recognized a tax benefit for penalties and interest of $78,480$43,000 related to amounts that were settled for less than previously accrued. Interest and penalties recognized in income tax expense were $78,000 in 2008. The total amount of unrecognized tax benefits that, if recognized, would affect the effective rate is $718,904$539,000 and $817,641$719,000 at December 31, 20082009 and 2007,2008, respectively. The Company does not expect a significant increase or decrease to the total amount of unrecognized tax benefits within the next 12 months. A reconciliation of the beginning and ending unrecognized tax benefits is as follows:
follows (in thousands):
A - 45


 2008  2007  2009  2008  2007 
Unrecognized tax benefits at January 1 $1,872,766  $1,191,360 
Balance at January 1 $939  $1,873  $1,191 
Additions for tax positions related to the current year  422,010   589,976   106   422   590 
Additions for tax positions related to prior years  58,748   192,579   190   59   193 
Reductions due to lapse of statutes of limitations  (142,404)  (101,149)  (253)  (143)  (101)
Decreases related to settlements with tax authorities  (1,271,903)  --   (307)  (1,272)  -- 
Unrecognized tax benefits at December 31 $939,217  $1,872,766 
Balance at December 31 $675  $939  $1,873 
 
In the December 31, 20082009 balance of unrecognized tax benefits, there are no tax positions for which the ultimate deductibility is highly certain but the timing of such deductibility is uncertain. Accordingly, there is no impact to the deferred tax accounting for certain tax benefits.
 
13.15. Contingent Matters
 
Certain customers have financed purchases of Company products through arrangements in which the Company is contingently liable for customer debt of approximately$4,276,000 and $241,000 and $629,000 at December 31, 2009 and 2008, and 2007, respectively. The Company was also contingently liable for residual value guarantees aggregating approximately $147,000 at December 31, 2007. At December 31, 2008,2009, the maximum potential amount of future payments for which the Company would be liable is equal to $241,000. Because$4,276,000. These arrangements also provide that the Company does not believe it will be called onreceive the lender’s full security interest in the equipment financed if the Company is required to fulfill anyits contingent liability under one of these contingencies, the carrying amounts on the consolidated balance sheetsarrangements. The Company has recorded a liability of the Company for$395,000 related to these contingent liabilities are zero.guarantees at December 31, 2009.
 
In addition, the Company is contingently liable under letters of credit issued by Wachovia totaling approximately $10,734,000,$11,634,000 as of December 31, 2009, including a $2,500,000 and a $2,000,000 letter of credit issued toon behalf of Astec Australia and Osborn, respectively, two of the Company’s South African subsidiary, Osborn.foreign subsidiaries. The outstanding letters of credit expire at various dates through February 2010.2011. As of December 31, 2009, Osborn is contingently liable for a total of $1,854,000$4,422,000 and Astec Australia is contingently liable for $22,000 in performance advance payment and retention bonds. None of Osborn’s performance bonds outstanding at December 31, 2008 were secured by the $2,000,000 letter of credit issued by the Company. As of December 31, 2008,2009, the maximum potential amount of future payments under these letters of credit and bonds for which the Company could be liable is approximately $12,588,000.$16,078,000.
 
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 material loss arising from such claims and legal proceedings is either (i) probable but cannot be reasonably estimated or (ii) reasonably possible 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.
 
A-49

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company has received notice that Johnson Crushers International, Inc. is subject to an enforcement action brought by the U.S. Environmental Protection Agency and the Oregon Department of Environmental Quality related to an alleged failure to comply with federal and state air permitting regulations. Each agency is expected to seek sanctions that will include monetary penalties. No penalty has yet been proposed. The Company believes that it has cured the alleged violations and is cooperating fully with the regulatory agencies. At this stage of the investigations, the Company is unable to predict the outcome and the amount of any such sanctions.
 
The Company has also received notice from the Environmental Protection Agency that it may be responsible for a portion of the costs incurred in connection with an environmental cleanup in Illinois. The discharge of hazardous materials and associated cleanup relate to activities occurring prior to the Company’s acquisition of Barber-Greene in 1986. The Company believes that over 300 other parties have received similar notice. At this time, the Company cannot predict whether the EPA will seek to hold the Company liable for a portion of the cleanup costs or the amount of any such liability.
 
A - 46

The Company has not recorded any liabilities with respect to either matter because no estimate of the amount of any such liability can be made at this time.
 
14.16. Shareholders’ Equity
 
Under terms of the Company’s employee’s stock option plans, officers and certain other employees have beenwere granted options to purchase the Company’s common stock at no less than 100% of the market price on the date the option was granted. TheNo additional options can be granted under these plans; however the Company has reserved unissued shares of common stock for exercise of the 289,795 unexercised and outstanding non-qualified options and incentiveas of December 31, 2009 under these employee plans. All options of officers and employees of the Company and its subsidiaries at prices determined by the Board of Directors. granted under these plans vested prior to 2007.
In addition, a Non-employee Directors Stock Incentive Plan has been established to allow non-employee directors to have a personal financial stake in the Company through an ownership interest. Directors may elect to receive their annual retainer in cash, common stock, deferred stock or stock options. Options granted under the Non-employee Directors Stock Incentive Plan vest and become fully exercisable immediately. Generally, other options granted vest over 12 months. All stock options have a 10-year term. The shares reserved under the 1998 Long-term Incentive Plan total 396,324, and 161,809 under the 1998 Non-employee Directors Stock Plan total 152,158 as of December 31, 2008.2009 of which 138,989 shares are available for future grants of stock or deferred stock to directors. No additional options can be granted under this plan. The fair value of stock awards granted to non-employee directors totaled $203,000, $182,000 and $158,000 during 2009, 2008 and $175,000 during 2008, 2007, and 2006, respectively.
 
A summary of the Company’s stock option activity and related information for the year ended December 31, 20082009 follows:
 
  
Options
  
Weighted Average
Exercise Price
 
Remaining
Contractual Life
 
Intrinsic Value
 
Options outstanding at December 31, 2008  412,989  $22.24     
Options exercised  (35,004)  25.11     
Options expired unexercised  (75,021)  29.62     
Options outstanding at December 31, 2009  302,964   20.08 2.15 Years $2,089,000 
Options exercisable at December 31, 2009  302,964  $20.08 2.15 Years $2,089,000 
A-50

  Options  
Weighted Average
Exercise Price
  
Remaining
Contractual Life
  Intrinsic Value 
Options outstanding at
December 31, 2007
  616,990  $22.45         
Options exercised  (204,001)  22.89         
Options outstanding at
December 31, 2008
  412,989   22.24  2.45 Years  $3,763,000 
Options exercisable at
December 31, 2008
  412,989  $22.24  2.45 Years  $3,763,000 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
The weighted average grant-date fair value of 1,686 options granted during the year ended December 31, 2006 was $16.61. No options were granted during 2008 or 2007. The total fair value of stock options that vested during the year ended December 31, 2006 was $2,153,000. No options vested during 2008 or 2007. The total intrinsic value of stock options exercised during the years ended December 31, 2009, 2008 and 2007 was $125,000, $1,696,000 and 2006 was $1,696,000, $13,174,000, and $8,695,000, respectively. Cash received from options exercised during the years ended December 31, 2009, 2008 and 2007, totaled $880,000, $4,669,000 and 2006, totaled $4,669,000, $13,632,000, and $9,970,000, respectively and is included in the accompanying consolidated statement of cash flows as a financing activity. The excess tax benefit realized from the exercise of these options totaled $50,000, $637,000 and $4,389,000, and $2,955,000respectively for the years ended December 31, 2009, 2008 2007 and 2006, respectively. The2007. No stock options were granted or vested nor was any stock option compensation expense is included in selling, general and administrative expenses inrecorded during the accompanying consolidated statement of operations.three years ended December 31, 2009. As of December 31, 2009, 2008 2007 and 2006,2007, there were no unrecognized compensation costs related to stock options previously granted.
The fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions.
2006 Grants
Expected life5.5 years
Expected volatility55.1%
Risk-free interest rate4.53%
Dividend yield--

A - 47

The expected life of stock options represents the period of time that the stock options granted are expected to be outstanding and was based on the shortcut method allowed under SAB 107 for 2006. The expected volatility is based on the historical price volatility of the Company’s common stock. The risk-free interest rate represents the U.S. Treasury bill rate for the expected life of the related stock options. No factor for dividend yield was incorporated in the calculation of fair value, as the Company has historically not paid dividends.
 
In August 2006, the Compensation Committee of the Board of Directors implemented a five-year plan to award key members of management restricted stock units (“RSU’s”) each year. The details of the plan were formulated under the 2006 Incentive Plan approved by the Company’s shareholders in their annual meeting held in April 2006. The plan allows up to 700,000 shares to be granted to employees. RSU’s granted each year will be determined based upon the performance of individual subsidiaries and consolidated annual financial performance. Additional RSU’s may be granted in 2011 based upon cumulative five-year performance. Generally, each award will vest at the end of five years from the date of grant, or at the time a recipient retires after reaching age 65, if earlier. No RSU’s vested during 2009 or 2007. The fair value of the RSU’s that vested in 2008 was $46,000.
 
RSU’s granted in 2007 and 2008through 2009 and expected to be granted in 20092010 for each prior year’s performance and RSU’s expected to be granted in 2011 for five-year cumulative performance are as follows:
 
Actual or Anticipated
Grant Date
  
Performance
Period
  Original  Forfeitures  Vested  Net  
Fair Value
Per RSU
  
Performance
Period
  Original  Forfeitures  Vested  Net  
Fair Value
Per RSU
 
March, 2007  2006   71,100   7,179   600   63,321  $38.76  2006   71,100   7,179   600   63,321  $38.76 
February, 2008  2007   74,800   555   600   73,645  $38.52  2007   74,800   555   600   73,645  $38.52 
February, 2009  2008   69,800   --   --   69,800  $31.33  2008   69,200   --   --   69,200  $22.22 
February, 2010 2009   51,200   --   --   51,200  $26.94 
February, 2011   2006-2010   92,009   --   --   92,009  $31.33   2006-2010   65,028   --   --   65,028  $26.94 
Total      307,709   7,734   1,200   298,775           331,328   7,734   1,200   322,394     
 
Compensation expense of $1,204,000, $2,202,000, $1,399,000 and $419,000$1,399,000 was recorded in the years ended December 31, 2009, 2008 2007 and 2006,2007, respectively, to reflect the fair value of the original RSU’s granted or anticipated to be granted less forfeitures, amortized over the portion of the vesting period occurring during the period. Related income tax benefits of $433,000, $782,000 $497,000 and $143,000$497,000 were recorded in 2009, 2008 2007 and 2006,2007, respectively. The fair value of the 161,809116,228 RSU’s expected to be granted in February 20092010 and 2011 and expensed in 20082009 was based upon the market value of the related stock at December 31, 20082009 and will be adjusted to the fair value as of each period end until the date of grant. Based upon the fair value and net RSU’s shown above, it is anticipated that $5,679,000$4,225,000 of additional compensation costs will be recognized in future periods through 2016. The weighted average period over which this additional compensation cost will be expensed is 4.0 years.
 
Changes in restricted stock units during the year ended December 31, 20082009 are as follows:
 
  20082009 
Unvested restricted stock units at January 1, 20082009  64,950136,966 
Restricted stock units granted  74,80069,200 
   Restricted stock units forfeited(1,584)
   Restricted stock units vested(1,200)
Unvested restricted stock units at December 31, 20082009  136,966206,166 
 
A-51

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The grant date fair value of the restricted stock units granted during 2009, 2008 and 2007 was $2,881,296$1,538,000, $2,881,000 and $2,755,836,$2,756,000, respectively. The intrinsic value of the 1,200 shares that vested during 2008 was $47,604.
 
A - 48

The Company has adopted an Amended and Restated Shareholder Protection Rights Agreement and declared a distribution of one right (the “Right”) for each outstanding share of Company common stock, par value $0.20 per share (the “Common Stock”). Each Right entitles the registered holder (other than the “Acquiring “Person”Person” as defined below) to purchase from the Company one one-hundredth of a share (a “Unit”) of Series A Participating Preferred Stock, par value $1.00 per share (the “Preferred Stock”), at a purchase price of $72.00 per Unit, subject to adjustment. The Rights currently attach to the certificates representing shares of outstanding Company Common Stock, and no separate Rights certificates will be distributed. The Rights will separate from the Common Stock upon the earlier of ten business days (unless otherwise delayed by the Board) following the: 1) public announcement that a person or group of affiliated or associated persons (the “Acquiring Person”) has acquired, obtained the right to acquire, or otherwise obtained beneficial ownership of fifteen percent (15%) or more of the then outstanding shares of Common Stock, or 2) commencement of a tender offer or exchange offer that would result in an Acquiring Person beneficially owning fifteen percent (15%) or more of the then outstanding shares of Common Stock. The Board of Directors may terminate the Rights without any payment to the holders thereof at any time prior to the close of business ten business days following announcement by the Company that a person has become an Acquiring Person. Once the Rights are separated from the Common Stock, then the Rights entitle the holder (other than the Acquiring Person) to purchase shares of Common Stock (rather than Preferred Stock) having a current market value equal to twice the Unit purchase price. The Rights, which do not have voting power and are not entitled to dividends, expire on December 22, 2015. In the event of a merger, consolidation, statutory share exchange or other transaction in which shares of Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Common Stock.
 
15.17. Operations by Industry Segment and Geographic Area
 
The Company has four reportable operating segments. These segments are combinations of business units that offer different products and services. The business units are each managed separately because they manufacture and distribute distinct products that require different marketing strategies. A brief description of each segment is as follows:
 
Asphalt Group - This segment consists of three operating units that design, engineer, manufacture and market a complete line of portable, stationary and relocatable hot-mix asphalt plants and related components and a variety of heaters, heat transfer processing equipment, and thermal fluid storage tanks.tanks and concrete plants. The principal purchasers of these products are asphalt producers, highway and heavy equipment contractors and foreign and domestic governmental agencies.
 
Aggregate and Mining Group - This segment consists of six operating units that design, engineer, manufacture and market a complete line of rock crushers, feeders, conveyors, screens and washing equipment. The principal purchasers of these products are open-mine and quarry operators.
 
Mobile Asphalt Paving Group - This segment consists of two operating units that design, engineer, manufacture and market asphalt pavers, asphalt material transfer vehicles, milling machines and paver screeds. The principal purchasers of these products are highway and heavy equipment contractors and foreign and domestic governmental agencies.
 
Underground Group - This segment consists of two operating units that design, engineer, manufacture and market auger boring machines, directional drills, fluid/mud systems, chain and wheel trenching equipment, rock saws, and road miners. The principal purchasers of these products are pipeline and utility contractors and gasoil and oilnatural gas drillers.
 
All Others - This category consists of the Company’s other business units, including Peterson Pacific Corp., Astec Australia Pty Ltd.,Ltd, Astec Insurance Company and the parent company, Astec Industries, Inc., that do not meet the requirements for separate disclosure as an operating segment.
 
The Company evaluates performance and allocates resources based on profit or loss from operations before federal income taxes and corporate overhead. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.

A - 49A-52

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Intersegment sales and transfers are valued at prices comparable to those for unrelated parties. For management purposes, the Company does not allocate federal income taxes or corporate overhead (including interest expense) to its business units.
 
Segment information for 2009 (in thousands)             
  
Asphalt
Group
  Aggregate and Mining Group  Mobile Asphalt Paving Group  
Underground Group
  
All
Others
  
 
Total
 
Revenues from external customers $258,527  $218,332  $136,836  $67,353  $57,046  $738,094 
Intersegment revenues  14,309   23,497   8,194   314   --   46,314 
Interest expense  17   242   52   5   221   537 
Depreciation and amortization  4,440   6,472   2,787   2,763   2,214   18,676 
Intangible asset impairment charge  --   10,909   --   286   5,841   17,036 
Segment profit (loss)  33,455   (172)  13,374   (14,560)  (29,614)  2,483 
                         
Segment assets  325,827   314,288   122,047   97,672   301,219   1,161,053 
Capital expenditures  2,512   5,903   2,109   6,635   304   17,463 
 
Segment information for 2008 (in thousands)
                 
  
Asphalt
Group
  Aggregate and Mining Group  Mobile Asphalt Paving Group  
Underground Group
  
All
Others
  
 
Total
 
Revenues from external customers $257,336  $350,350  $150,692  $135,152  $80,170  $973,700 
Intersegment revenues  24,072   26,971   4,931   3,755   --   59,729 
Interest expense  174   167   383   --   127   851 
Depreciation and amortization  4,116   6,065   2,634   2,726   1,802   17,343 
Segment profit (loss)  40,765   37,032   15,087   12,510   (41,153)  64,241 
                         
Segment assets  302,008   314,366   109,113   109,383   304,661   1,139,531 
Capital expenditures  4,097   15,280   4,282   6,494   9,779   39,932 
Segment information for 2007 (in thousands)             
  
Asphalt
Group
  Aggregate and Mining Group  Mobile Asphalt Paving Group  
Underground Group
  
All
Others
  
 
Total
 
Revenues from external customers $240,229  $338,183  $146,489  $114,378  $29,746  $869,025 
Intersegment revenues  12,883   15,438   5,613   11,721   --   45,655 
Interest expense  12   214   11   1   615   853 
Depreciation and amortization  3,757   5,311   2,147   2,833   1,033   15,081 
Segment profit (loss)  37,707   38,893   17,885   7,348   (45,042)  56,791 
                         
Segment assets  264,180   299,897   152,947   87,556   306,818   1,111,398 
Capital expenditures  7,361   13,540   4,335   3,912   9,303   38,451 
Segment information for 2008             
  
Asphalt
Group
  Aggregate and
Mining Group
  
Mobile Asphalt
Paving Group
  Underground
Group
  
All
Others
  Total 
Revenues from external customers $257,336,421  $350,350,377  $150,691,545  $135,152,338  $80,169,510  $973,700,191 
Intersegment revenues  24,071,770   26,970,745   4,931,081   3,755,602   --   59,729,198 
Interest expense  173,512   167,099   383,235   500   126,750   851,096 
Depreciation and amortization  4,116,394   6,064,911   2,633,667   2,726,316   1,801,600   17,342,888 
Segment profit (loss)  40,765,363   37,031,600   15,087,032   12,510,606   (41,153,408)  64,241,193 
                         
Segment assets  302,007,759   314,365,480   109,113,262   109,382,786   304,661,454   1,139,530,741 
Capital expenditures  4,096,636   15,280,306   4,282,571   6,493,773   9,779,161   39,932,447 

Segment information for 2007             
  
Asphalt
Group
  Aggregate and
Mining Group
  
Mobile Asphalt
Paving Group
  Underground
Group
  
All
Others
  Total 
Revenues from external customers $240,229,156  $338,183,219  $146,488,680  $114,377,657  $29,746,642  $869,025,354 
Intersegment revenues  12,882,783   15,437,948   5,613,527   11,720,989   --   45,655,247 
Interest expense  11,710   213,931   11,432   894   615,027   852,994 
Depreciation and amortization  3,757,204   5,310,658   2,147,476   2,832,824   1,032,791   15,080,953 
Segment profit (loss)  37,707,111   38,892,362   17,885,115   7,348,141   (45,042,148)  56,790,581 
                         
Segment assets  264,179,910   299,896,625   152,947,368   87,556,087   306,818,074   1,111,398,064 
Capital expenditures  7,361,126   13,539,548   4,335,580   3,912,318   9,302,808   38,451,380 

Segment information for 2006             
  
Asphalt
Group
  Aggregate and
Mining Group
  
Mobile Asphalt
Paving Group
  Underground
Group
  
All
Others
  Total 
Revenues from external customers $186,656,861  $289,470,523  $129,385,414  $105,094,015  $--  $710,606,813 
Intersegment revenues  9,069,815   13,626,818   3,864,530   2,925,366   --   29,486,529 
Interest expense  5,060   188,224   3,639   9,190   1,465,739   1,671,852 
Depreciation and amortization  3,487,982   3,834,284   1,684,789   2,500,605   383,431   11,891,091 
Segment profit (loss)  24,386,850   33,263,355   14,368,409   4,866,484   (36,439,102)  40,445,996 
                         
Segment assets  215,265,761   256,142,482   131,879,605   69,521,666   233,291,974   906,101,488 
Capital expenditures  4,792,573   15,343,183   7,588,091   1,719,057   1,436,210   30,879,114 


A - 50A-53



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The totals of segment information for all reportable segments reconciles to consolidated totals as follows (in thousands):
  2009  2008  2007 
Sales         
Total external sales for reportable segments $681,048  $893,530  $839,279 
Intersegment sales for reportable segments  46,314   59,729   45,655 
Other sales  57,046   80,170   29,746 
Elimination of intersegment sales  (46,314)  (59,729)  (45,655)
Total consolidated sales $738,094  $973,700  $869,025 
Net income attributable to controlling interest            
Total profit for reportable segments $32,097  $105,394  $101,833 
Other loss  (29,614)  (41,153)  (45,042)
Net income attributable to non-controlling interest  (38)  (167)  (211)
(Elimination) recapture of intersegment profit  623   (946)  217 
Total consolidated net income attributable to controlling interest $3,068  $63,128  $56,797 
Assets            
Total assets for reportable segments $859,834  $834,870  $804,580 
Other assets  301,219   304,661   306,818 
Elimination of intercompany profit in inventory  (1,263)  (1,886)  (939)
Elimination of intercompany receivables  (389,129)  (324,860)  (369,361)
Elimination of investment in subsidiaries  (119,562)  (119,562)  (122,613)
Other eliminations  (60,198)  (80,411)  (75,915)
Total consolidated assets $590,901  $612,812  $542,570 
Interest expense            
Total interest expense for reportable segments $316  $724  $238 
Other interest expense  221   127   615 
Total consolidated interest expense $537  $851  $853 
Depreciation and amortization            
Total depreciation and amortization for reportable segments $16,462  $15,541  $14,048 
Other depreciation and amortization  2,214   1,802   1,033 
Total consolidated depreciation and amortization $18,676  $17,343  $15,081 
Capital expenditures            
Total capital expenditures for reportable segments $17,159  $30,153  $29,148 
Other capital expenditures  304   9,779   9,303 
Total consolidated capital expenditures $17,463  $39,932  $38,451 
A-54

  2008  2007  2006 
Sales            
Total external sales for reportable segments $893,530,681  $839,278,712  $710,606,813 
Intersegment sales for reportable segments  59,729,198   45,655,247   29,486,529 
Other sales  80,169,510   29,746,642   -- 
Elimination of intersegment sales  (59,729,198)  (45,655,247)  (29,486,529)
Total consolidated sales $973,700,191  $869,025,354  $710,606,813 
Net Income            
Total profit for reportable segments $105,394,601  $101,832,729  $76,885,098 
Other loss  (41,153,408)  (45,042,148)  (36,439,102)
Minority interest in earnings of subsidiary  (166,669)  (211,225)  (82,368)
(Elimination) recapture of intersegment profit  (946,294)  217,752   (775,785)
Total consolidated net income $63,128,230  $56,797,108  $39,587,843 
Assets            
Total assets for reportable segments $834,869,287  $804,579,990  $672,809,514 
Other assets  304,661,454   306,818,074   233,291,974 
Elimination of intercompany profit in inventory  (1,885,560)  (939,266)  (1,157,018)
Elimination of intercompany receivables  (324,860,356)  (369,361,503)  (310,941,290)
Elimination of investment in subsidiaries  (119,562,447)  (122,612,801)  (101,255,392)
Other eliminations  (80,409,922)  (75,914,977)  (70,885,253)
Total consolidated assets $612,812,456  $542,569,517  $421,862,535 
Interest expense            
Total interest expense for reportable segments $724,346  $237,967  $206,113 
Other interest expense  126,750   615,027   1,465,739 
Total consolidated interest expense $851,096  $852,994  $1,671,852 
Depreciation and amortization            
Total depreciation and amortization for reportable segments $15,541,288  $14,048,162  $11,507,660 
Other depreciation and amortization  1,801,600   1,032,791   383,431 
Total consolidated depreciation and amortization $17,342,888  $15,080,953  $11,891,091 
Capital expenditures            
Total capital expenditures for reportable segments $30,153,286  $29,148,572  $29,442,904 
Other capital expenditures  9,779,161   9,302,808   1,436,210 
Total consolidated capital expenditures $39,932,447  $38,451,380  $30,879,114 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Sales by major geographic region were as follows:follows (in thousands):
 
  2009  2008  2007 
United States $465,473  $620,987  $590,690 
Asia  19,037   33,203   11,191 
Southeast Asia  4,498   11,712   8,434 
Europe  23,807   39,182   36,476 
South America  28,900   36,492   23,336 
Canada  73,657   77,226   55,758 
Australia  22,623   26,059   38,566 
Africa  50,368   63,315   45,501 
Central America  10,376   26,664   14,237 
Middle East  25,878   28,842   24,671 
West Indies  4,770   4,779   8,780 
Other  8,707   5,239   11,385 
Total foreign  272,621   352,713   278,335 
Total consolidated sales $738,094  $973,700  $869,025 
  2008  2007  2006 
United States $620,987,337  $590,689,756  $518,455,721 
Asia  33,203,197   11,191,188   7,867,141 
Southeast Asia  11,711,595   8,433,668   6,660,597 
Europe  39,182,153   36,475,730   36,128,754 
South America  36,492,133   23,335,858   13,670,468 
Canada  77,226,493   55,758,257   41,527,458 
Australia  26,058,737   38,566,656   10,891,367 
Africa  63,314,725   45,500,703   38,059,309 
Central America  26,663,931   14,237,170   13,721,178 
Middle East  28,842,208   24,671,411   18,251,651 
West Indies  4,778,771   8,780,295   2,442,514 
Other  5,238,911   11,384,662   2,930,655 
    Total foreign  352,712,854   278,335,598   192,151,092 
Total $973,700,191  $869,025,354  $710,606,813 

A - 51

Long-lived assets by major geographic region were as follows:follows (in thousands):
 
 December 31  December 31 
 2008  2007  2009  2008 
United States $162,879,418  $136,191,972  $163,135  $162,879 
Canada  3,242,843   3,985,596   3,512   3,243 
Africa  5,351,435   3,570,325   6,558   5,351 
Australia  426,648   --   538   427 
Total foreign  9,020,926   7,555,921   10,608   9,021 
Total $171,900,344  $143,747,893  $173,743  $171,900 
 
16.18. Accumulated Other Comprehensive Income (Loss)
 
The balance of related after-tax components comprising accumulated other comprehensive income (loss) is summarized below:below (in thousands):
 
 December 31  December 31 
 2008  2007  2009  2008 
Foreign currency translation adjustment $(310,569) $6,602,314  $6,626  $(311)
Unrealized loss on available for sale investment securities, net of tax  --   (924,646)
Unrecognized pension and post retirement benefit cost, net of tax  (2,488,067)  (491,623)
Unrecognized pension and post retirement benefit cost, net of tax
of
$1,408 and $1,504, respectively
  (2,075)  (2,488)
Accumulated other comprehensive income (loss) $(2,798,636) $5,186,045  $4,551  $(2,799)
 
17.19. Other Income (Expense) - Net
 
Other income (expense), net consistconsists of the following:following (in thousands):
  2009  2008  2007 
Investment income  615   5,907   -- 
Other  522   348   399 
Total $1,137  $6,255  $399 
 
A-55

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  2008  2007  2006 
Loss on foreign currency transactions $(547,331) $(601,814) $(167,478)
Gain on sale of investments  5,907,620   --   -- 
Other  348,786   399,551   334,635 
Total $5,709,075  $(202,263) $167,157 
 
18.20. Business Combinations
 
On July 31, 2007, the Company acquired all of the outstanding capital stock of Peterson, Inc., an Oregon company (“Peterson”) for approximately $21,098,000, including cash acquired of approximately $1,702,000, plus transaction costs of approximately $252,000. In addition to the purchase price paid to the sellers, the Company also paid off approximately $7,500,000 of outstanding Peterson debt coincident with the purchase. The effective date of the purchase was July 1, 2007, and the results of Peterson’s operations have been included in the consolidated financial statements since that date. The transaction resulted in the recognition of approximately $3,352,000 of property, plant and equipment, approximately $5,807,000 of goodwill and approximately $4,278,000 of intangible assets. Intangible assets consist of patents (seven-year weighted average useful life), customer relationships (15-year weighted average useful life), non-compete agreement (four-year weighted average useful life), and tradename (indefinite useful life). Peterson’s intangible assets subject to amortization, in total, have a 13-year weighted average useful life.goodwill. During June 2008, the purchase price allocation was finalized and funds previously held in escrow have beenwere distributed. No significant adjust­mentsadjustments to amounts previously recorded were made as a result of the final accounting. The entire amount of goodwill was impaired and was expensed during 2009.
 
Peterson is a manufacturer of whole-tree pulpwood chippers, horizontal grinders and blower trucks. Founded in 1961 as Wilbur Peterson & Sons, a heavy construction company, Peterson expanded into manufacturing in 1982 to develop equipment to suit their land clearing and construction needs. Peterson will continuecontinues to operate from its Eugene, Oregon headquarters under the name Peterson Pacific Corp.
 
A - 52

No conditional earn-out payments are due to the sellers based upon 2008 operational results. However, conditional earn-out payments of up to $3,000,000 may be due to the sellers based upon cumulative 2008 and 2009 results of operations. The Company was granted the option to purchase the real estate and improvements used by Peterson from Peterson’s former majority owner and his wife at a later date. The Company exercised this option and purchased the real estate and improvements for $7,000,000 in October 2008.
 
On October 1, 2008, the Company acquired all of the outstanding capital stock of Dillman Equipment, Inc., a Wisconsin corporation (“Dillman”) and Double L Investments, Inc., a Wisconsin corporation which owned the real estate and improvements used by Dillman, for approximately $20,384,000 including cash acquired of approximately $4,066,000 plus transaction costs of approximately $175,000.$183,000. In addition to the purchase price paid to the sellers, the Company also paid off approximately $912,000 of outstanding debt coincident with the purchase. The transaction resulted in the recognition of approximately $6,165,000$4,765,000 of property, plant and equipment, approximately $4,804,000 of goodwill and approximately $1,139,000 of intangible assets. Intangible assets consist of patents (12-year weighted average useful life), customer relationships (14-year weighted average useful life) and tradename (indefinite useful life). Dillman’s intangible assets subject to amortization, in total, have a 13-year weighted average useful life. $1,000,000 of the purchase price is being held in escrow pending the resolution of certain contingent matters.goodwill. The effective date of the purchase was October 1, 2008, and the results of Dillman’s operations have been included in the consolidated financial statements since that date. Subsequent to the closing, the two acquired corporations were merged into Astec, Inc., a subsidiary of Astec Industries, Inc.,the Company and Dillman will operateoperates as a division of Astec, Inc. from its current location in Prairie du Chien, Wisconsin. TheDuring June 2009, the purchase price allocation is preliminary pendingwas finalized and funds previously held in escrow have been distributed. No significant adjustments to amounts previously recorded were made as a result of the finalization of certain valuations and will be finalized no later than September 30, 2009.final accounting.
 
Dillman was incorporated in 1994 and is a manufacturer of asphalt plant equipment. Dillman supplies the asphalt industry with asphalt plant equipment that includes asphalt storage silos, counterflow drum plants, cold feed systems, recycle systems, baghouses, dust silos, air pollution control systems, portable asphalt plants, drag slats, transfer conveyors, plant controls, control houses, silos, asphalt storage tanks, parts and field services.
 
On October 1, 2008, the Company purchased substantially all the assets and assumed certain liabilities of Q-Pave Pty Ltd, an Australia company (“Q-Pave”) for approximately $1,797,000. At the time of the purchase, Q-Pave had payables to other Astec Industries’Company subsidiaries totaling $1,589,000 which was a component of the purchase price. The transaction resulted in the recognition of approximately $273,000 of intangible assets which consist of dealer network and customer relationships (15-year weighted average useful life). The assets and liabilities are held in a newly-formed subsidiary of the Company, Astec Australia Pty Ltd. The effective date of the purchase was October 1, 2008, and the results of Astec Australia Pty Ltd’s operations have been included in the consolidated financial statements since that date. TheDuring June 2009, the purchase price allocation is preliminary pending the finalizationwas finalized which resulted in an increase in intangible assets of certain valuations and will be finalized no later than September 30, 2009.$342,000 to a total of $616,000.
 
Astec Australia Pty Ltd is the Australian and New Zealand distributor for the range of equipment manufactured by Astec Industries, Inc.the Company.
 
On September 25, 2009, the Company purchased substantially all the assets of Industrial Mechanical & Integration (“IMI”) located in Walkerton Ontario, Canada for $463,000 plus a conditional earn-out. The conditional earn-out calls for future payments of up to $927,000 based upon the sales volume of certain equipment associated with the acquisition. The acquisition included machine technology used to manufacture equipment which produces wood pellets utilized in generating renewable energy among other applications. The pellet producing machines are being engineered, manufactured and marketed by existing subsidiaries of the Company.
A-56

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The revenues and pre-tax income resulting from the acquisition of Dillman and Q-PaveIMI were not significant in relation to the Company’s 20082009 financial statements, and would not have been significant on a proformapro forma basis to any earlier periods. Similarly, the revenue and pre-tax income of Dillman, Q-Pave, and Peterson waswere not significant in relation to the Company’s 2007 financial statements of their respective years of acquisition, and would not have been significant on a proformapro forma basis to any earlier periods.
21. Subsequent Events
U.S. GAAP requires management to evaluate subsequent events through the date the Company’s financial statements are issued or available to be issued, which for public companies, is typically the date the financial statements are filed with the Securities and Exchange Commission. As such, management has evaluated events occurring between December 31, 2009 and March 1, 2010 for proper recording or disclosure in these financials.

 
A - 53A-57

 


Comparison of 5 Year Cumulative Total Return
Assumes Initial Investment of $100
Performance Graph for Astec Industries, Inc.
Notes:
          A.  Data complete through last fiscal year.
          B.  Corporate Performance Graph with peer group uses peer group only
performance (excludes
                  only company).
          C.  Peer group indices use beginning of period market capitalization weighting.
          D.  Calculated (or Derived) based from CRSP NYSE/AMEX/NASDAQ Stock
Market (US Companies)
                  Center for Research in Security Prices (CRSP®),
Graduate School of Business, The University
                   of Chicago.

 
A - 54A-58

 


ASTEC INDUSTRIESINDUSTRIES,, INC. AND SUBSIDIARIES
SCHEDULE (II)
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2009, 2008 and 2007 AND 2006
(in thousands)

DESCRIPTION
  
BEGINNING
BALANCE 
  
ADDITIONS
CHARGES TO
COSTS &
EXPENSES 
  
OTHER
ADDITIONS
(DEDUCTIONS)
(3) 
   DEDUCTIONS    
ENDING
BALANCE 
    
BEGINNING
BALANCE
 
ADDITIONS
CHARGES TO
COSTS &
EXPENSES
  
OTHER
ADDITIONS
(DEDUCTIONS)
(3)
  DEDUCTIONS  
ENDING
BALANCE
 
 
 
 
December 31, 2009:
Reserves deducted from assets to which they apply:
December 31, 2009:
Reserves deducted from assets to which they apply:
Allowance for doubtful accounts $1,496  $1,023  $89  $393(1) $2,215 
Reserve for inventory $13,157  $4,305  $377  $1,461  $16,378 
Other Reserves: Product warranty $10,050  $10,908  $172  $12,416(2) $8,714 
Deferred Tax Asset Allowance $841  $986  $--  $77  $1,750 
December 31, 2008:
Reserves deducted from assets to which they apply:
                  
December 31, 2008:
Reserves deducted from assets to which they apply:
Allowance for doubtful accounts $1,713,454 $320,469 $(78,887) $459,251(1) $1,495,785  $1,713  $320  $(79) $458(1) $1,496 
                 
Reserve for inventory $11,547,899 $4,142,878 $293,496  $2,826,919  $13,157,354  $11,548  $4,143  $293  $2,827  $13,157 
                 
Other Reserves:
Product warranty
 $7,826,820 $18,316,668 $(89,227) $16,004,036(2) $10,050,225  $7,827  $18,317  $(89) $16,005(2) $10,050 
                 
Deferred Tax Asset Allowance $1,118  $87  $--  $364  $841 
December 31, 2007:
Reserves deducted from assets to which they apply:
December 31, 2007:
Reserves deducted from assets to which they apply:
Allowance for doubtful accounts $1,781  $513  $--  $581(1) $1,713 
Reserve for inventory $8,798  $3,271  $--  $521  $11,548 
Other Reserves: Product warranty $7,184  $12,497  $--  $11,854(2) $7,827 
Deferred Tax
Asset Allowance
 $1,117,728 $87,435 $--  $363,547  $841,616  $1,057  $62  $--  $1  $1,118 
                 
December 31, 2007:
Reserves deducted from assets to which they apply
Allowance for doubtful accounts $1,781,187 $512,816 $--  $580,549(1) $1,713,454 
                 
Reserve for inventory $8,798,170 $3,271,024 $--  $521,295  $11,547,899 
                 
Other Reserves:
Product warranty
 $7,183,946 $12,496,960 $--  $11,854,086(2) $7,826,820 
                 
Deferred Tax
Asset Allowance
 $1,056,953 $61,778 $--  $1,003  $1,117,728 
                 
December 31, 2006:
Reserves deducted from assets to which they apply:
Allowance for doubtful accounts $1,876,880 $374,748 $--  $470,441(1) $1,781,187 
                 
Reserve for inventory $9,372,601 $3,721,613 $--  $4,296,044  $8,798,170 
                 
Other Reserves:
Product warranty
 $5,666,123 $11,712,690 $--  $10,194,867(2) $7,183,946 
                 
Deferred Tax
Asset Allowance
 $1,290,384 $246,407 $--  $479,838  $1,056,953 

(1)         Uncollectible accounts written off, net of recoveries.
(2)         Warranty costs charged to the reserve.
(3)         Reserves acquired in business combinations and effect of foreign exchange


 
A - 55A-59

 




Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Astec Industries, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 ASTEC INDUSTRIES, INC.
   
 
BY:By: /s//s/ J. Don Brock
  J. Don Brock, Chairman of the Board and
  President (Principal Executive Officer)
   
 
BY:By: /s/ F. McKamy Hall                                           
  F. McKamy Hall, Chief Financial Officer,
  Vice President, and Treasurer (Principal
  Financial and Accounting Officer)

Date: February 26, 2009March 1, 2010


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by a majority of the Board of Directors of the Registrant on the dates indicated:

SIGNATURE TITLE DATE
     
/s/ J. Don Brock Chairman of the Board and President February 26, 200925, 2010
J. Don Brock    
     
/s/ W. Norman Smith Group Vice President - Asphalt and Director February 26, 200925, 2010
W. Norman Smith
/s/ Robert G. StaffordDirectorFebruary 26, 2009
Robert G. Stafford    
     
/s/ William B. Sansom Director February 26, 200925, 2010
William B. Sansom    
     
/s/ Phillip E. Casey Director February 26, 200925, 2010
Phillip E. Casey    
     
/s/ Glen E. Tellock Director February 26, 200925, 2010
Glen E. Tellock    
     
/s/ William D. Gehl Director February 26, 200925, 2010
William D. Gehl    
     
/s/ Daniel K. Frierson Director February 26, 200925, 2010
Daniel K. Frierson    
     
/s/ Ronald F. Green Director February 26, 200925, 2010
Ronald F. Green    
     
/s/ Thomas W. HillDirectorFebruary 26, 2009
Thomas W. Hill                                                          Commission File No. 001-11595


 
 

 




SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549



EXHIBITS FILED WITH ANNUAL REPORT
ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 20082009



ASTEC INDUSTRIES, INC.
1725 Shepherd Road
Chattanooga, Tennessee 37421



 
 

 




ASTEC INDUSTRIES, INC.
FORM 10-K
INDEX TO EXHIBITS


Exhibit Number Description
 10.25Amendment Number 1 to Astec Industries, Inc. 2006 Incentive Plan
   
 10.2610.29 Amendment Number 3Agreement dated January 26, 2010 to theextend Credit Agreement dated as of April 13, 2007 between Astec Industries, Inc. 1998 Non-Employee Directors' Stock Incentive Planand Certain of Its Subsidiaries and Wachovia Bank, National Association
 10.27Amendment Number 1 to Amended and Restated Supplemental Executive Retirement Plan Effective January 1, 2009, originally effective January 1, 1995
   
Exhibit 21 Subsidiaries of the registrant.Registrant.
   
Exhibit 23 Consent of independent registered public accounting firm.Independent Registered Public Accounting Firm.
   
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.
   
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.
   
Exhibit 32 
Certification pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange
Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act Ofof 2002.