UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, ~~2020~~2021

ORor

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

For the transition period from _____ to _____

Commission File ~~Number~~Number: 001-11595

Astec Industries, Inc.

(Exact name of registrant as specified in its charter)

Tennessee

62-0873631

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

1725 Shepherd Road

Chattanooga,

~~Tennessee~~ TN

37421

(Address of principal executive offices)

(Zip Code)

(423) 899-5898

(~~Registrant’s~~Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each ~~Class~~class	Trading ~~Symbol~~Symbol(s)	Name of each exchange on which registered
Common Stock	ASTE	The Nasdaq Stock Market LLC

Indicate by check mark whether the ~~registrant:~~registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of ~~“large~~"large accelerated filer,~~” “accelerated~~" "accelerated filer,~~” “smaller~~" "smaller reporting ~~company”~~company" and ~~“emerging~~"emerging growth ~~company”~~company" in Rule 12b-2 of the Exchange ~~Act:~~Act.


Large Accelerated Filer	☒	Accelerated Filer	☐
Non-accelerated filer	☐	Smaller Reporting Company	☐
		Emerging Growth Company	☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes☐No			☐			No			☒

~~Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.~~


~~Class~~			~~Outstanding at August 3, 2020~~
~~Common Stock, par value $0.20~~			~~22,602,982~~

As of August 2, 2021, there were 22,757,858 shares of Common Stock outstanding.

INDEX

ASTEC INDUSTRIES, INC.

~~INDEX~~Index to Quarterly Report on Form 10-Q

For the Quarter Ended June 30, 2021


		Page
PART I ~~- Financial Information~~				1
	Item 1. ~~Financial Statements (unaudited)~~	1
	~~Condensed Consolidated Balance Sheets~~Financial Statements (Unaudited)	1
	~~Condensed Consolidated Statements of Income (Unaudited)~~Item 2.	2
	~~Condensed Consolidated Statements of Comprehensive Income (Unaudited)~~	3
	~~Condensed Consolidated Statements of Cash Flows (Unaudited)~~	4
	~~Condensed Consolidated Statements of Equity (Unaudited)~~	5
	~~Notes to Unaudited Condensed Consolidated Financial Statements~~	7
	~~Item 2. Management’s~~Management's Discussion and Analysis of Financial Condition and Results of Operations	2419
	Item 3.	Quantitative and Qualitative Disclosures ~~about~~About Market Risk	3627
	Item 4.	Controls and Procedures	3727

PART II
~~PART II – Other Information~~Item 1.		37
	~~Item 1.~~ Legal Proceedings	3728
	Item 1A.	Risk Factors	3728
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
	~~Item 6. Exhibits~~	3928
~~Signatures~~Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	28
SIGNATURES		4029

INDEX

PART I ‑ FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

~~Astec Industries, Inc.~~ASTEC INDUSTRIES, INC.

~~Condensed~~ Consolidated Balance Sheets

(~~in thousands) (unaudited)~~In millions, except share and per share data, unaudited)


		June 30, 2020		December 31, 2019			June 30, 2021		December 31, 2020
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	119,797	$	48,857	Cash and cash equivalents	$	174.5	$	158.6
Investments	Investments	2,903		1,547		Investments	9.3		4.3
Trade receivables and contract assets, net		114,917		120,271
Trade receivables and contract assets, net of allowance for credit losses of $2.6 and $1.7, respectively						Trade receivables and contract assets, net of allowance for credit losses of $2.6 and $1.7, respectively	148.3		115.9
Other receivables	Other receivables	3,793		4,576		Other receivables	6.0		4.7
Inventories	Inventories	263,171		294,536		Inventories	257.5		249.7
Prepaid and refundable income taxes	Prepaid and refundable income taxes	7,966		15,234		Prepaid and refundable income taxes	15.7		8.8
Prepaid expenses and other assets						Prepaid expenses and other assets	18.1		17.5
Assets held for sale	Assets held for sale	3,988		3,084		Assets held for sale	5.1		6.3
Prepaid expenses and other assets		13,870		18,199
Total current assets	Total current assets	530,405		506,304		Total current assets	634.5		565.8
Property and equipment, net		177,833		190,363
Property and equipment, net of accumulated depreciation of $245.2 and $237.6, respectively						Property and equipment, net of accumulated depreciation of $245.2 and $237.6, respectively	169.8		172.8
Investments	Investments	14,904		16,104		Investments	12.3		13.7
Goodwill	Goodwill	30,561		33,176		Goodwill	39.0		38.7
Intangible assets, net		22,581		23,536
Intangible assets, net of accumulated amortization of $33.5 and $31.3, respectively						Intangible assets, net of accumulated amortization of $33.5 and $31.3, respectively	26.7		31.2
Deferred income tax assets	Deferred income tax assets	11,148		24,696		Deferred income tax assets	10.0		15.0
Other long-term assets	Other long-term assets	6,406		6,319		Other long-term assets	10.0		11.0
Total assets	Total assets	$	793,838	$	800,498	Total assets	$	902.3	$	848.2
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Current maturities of long-term debt	Current maturities of long-term debt	$	152	$	209	Current maturities of long-term debt	$	0.2	$	0.2
Short-term debt	Short-term debt	821		1,130		Short-term debt	1.0		1.4
Accounts payable	Accounts payable	48,242		57,162		Accounts payable	78.5		52.7
Customer deposits	Customer deposits	22,821		42,874		Customer deposits	35.3		34.2
Accrued product warranty	Accrued product warranty	10,691		10,261		Accrued product warranty	10.5		10.3
Accrued payroll and related liabilities	Accrued payroll and related liabilities	21,849		24,718		Accrued payroll and related liabilities	28.6		20.8
Accrued loss reserves	Accrued loss reserves	2,413		2,299		Accrued loss reserves	1.8		3.0
Other current liabilities	Other current liabilities	37,038		34,114		Other current liabilities	51.9		47.7
Total current liabilities	Total current liabilities	144,027		172,767		Total current liabilities	207.8		170.3
Long-term debt	Long-term debt	431		690		Long-term debt	0.4		0.4
Deferred income tax liabilities	Deferred income tax liabilities	776		896		Deferred income tax liabilities	0.5		0.5
Other long-term liabilities	Other long-term liabilities	26,780		23,658		Other long-term liabilities	34.3		34.0
Total liabilities	Total liabilities	172,014		198,011		Total liabilities	243.0		205.2
Shareholders’ equity		621,539		601,949
Non-controlling interest		285		538
Commitments and contingencies (Note 8)						Commitments and contingencies (Note 8)	0		0
Shareholders' equity:						Shareholders' equity:
Preferred stock - authorized 4,000,000 shares of $1.00 par value; NaN issued						Preferred stock - authorized 4,000,000 shares of $1.00 par value; NaN issued	0		0
Common stock – authorized 40,000,000 shares of $0.20 par value; issued and outstanding – 22,757,326 as of June 30, 2021 and 22,611,976 as of December 31, 2020						Common stock – authorized 40,000,000 shares of $0.20 par value; issued and outstanding – 22,757,326 as of June 30, 2021 and 22,611,976 as of December 31, 2020	4.6		4.5
Additional paid-in capital						Additional paid-in capital	127.8		127.8
Accumulated other comprehensive loss						Accumulated other comprehensive loss	(30.2)		(33.5)
Company stock held by SERP, at cost						Company stock held by SERP, at cost	(1.3)		(1.5)
Retained earnings						Retained earnings	557.9		545.2
Shareholders' equity:						Shareholders' equity:	658.8		642.5
Noncontrolling interest						Noncontrolling interest	0.5		0.5
Total equity	Total equity	621,824		602,487		Total equity	659.3		643.0
Total liabilities and equity	Total liabilities and equity	$	793,838	$	800,498	Total liabilities and equity	$	902.3	$	848.2

~~See Notes to Unaudited Condensed Consolidated Financial Statements~~

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

INDEX

~~Astec Industries, Inc.~~ASTEC INDUSTRIES, INC.

~~Condensed~~ Consolidated Statements of ~~Income~~Operations

(~~in thousands,~~In millions, except share and per share ~~data)~~data, unaudited)

~~(unaudited)~~

Three Months Ended
June 30, Six Months Ended
June 30,
2020 2019 2020 2019
Net sales $ 265,299 $ 304,802 $ 554,147 $ 630,582
Cost of sales 205,684 221,485 420,511 470,415
Gross profit 59,615 83,317 133,636 160,167
Selling, general, administrative and engineering expenses 42,762 52,792 98,929 110,951
Restructuring and asset impairment charges 5,994 44 8,705 556
Income from operations 10,859 30,481 26,002 48,660
Interest expense (120) (484) (157) (1,131)
Other income, net of expenses 434 372 668 839
Income from operations before income taxes 11,173 30,369 26,513 48,368
Income tax provision (benefit) 1,868 7,008 (3,275) 10,789
Net income 9,305 23,361 29,788 37,579
Net (income) loss attributable to non-controlling interest (47) 16 114 72
Net income attributable to controlling interest $ 9,258 $ 23,377 $ 29,902 $ 37,651
Earnings per common share
Net income attributable to controlling interest:
Basic $ 0.41 $ 1.04 $ 1.33 $ 1.67
Diluted $ 0.41 $ 1.03 $ 1.32 $ 1.66
Weighted average number of common shares outstanding:
Basic 22,584 22,509 22,567 22,503
Diluted 22,711 22,667 22,715 22,656
Dividends declared per common share $ 0.11 $ 0.11 $ 0.22 $ 0.22


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Net sales	$	278.0	$	265.3	$	562.4	$	554.1
Cost of sales	211.0		205.7		426.9		421.1
Gross profit	67.0		59.6		135.5		133.0
Selling, general and administrative expenses	48.0		37.3		99.7		87.0
Research and development expenses	7.0		5.4		13.3		11.9
Restructuring, impairment and other asset charges, net	0.8		6.0		1.5		8.1
Income from operations	11.2		10.9		21.0		26.0
Other income:
Interest expense	(0.2)		(0.2)		(0.4)		(0.2)
Interest income	0.2		0.2		0.3		0.4
Other income, net	0.1		0.3		0		0.3
Income from operations before income taxes	11.3		11.2		20.9		26.5
Income tax provision (benefit)	2.3		1.8		3.2		(3.3)
Net income	9.0		9.4		17.7		29.8
Net (income) loss attributable to noncontrolling interest	0		(0.1)		0		0.1
Net income attributable to controlling interest	$	9.0	$	9.3	$	17.7	$	29.9
Per share data:
Earnings per common share - Basic	$	0.40	$	0.41	$	0.78	$	1.32
Earnings per common share - Diluted	$	0.39	$	0.41	$	0.77	$	1.32
Weighted average shares outstanding - Basic	22,742,162		22,583,976		22,688,339		22,567,402
Weighted average shares outstanding - Diluted	22,917,957		22,711,023		22,905,270		22,714,702

~~See Notes to Unaudited Condensed Consolidated Financial Statements~~The accompanying notes are an integral part of these unaudited consolidated financial statements.

INDEX

~~Astec Industries, Inc.~~ASTEC INDUSTRIES, INC.

~~Condensed~~ Consolidated Statements of Comprehensive Income (Loss)

(~~in thousands)~~In millions, unaudited)

~~(unaudited)~~


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended June 30,				Six Months Ended June 30,
		2020		2019		2020		2019			2021		2020		2021		2020
Net income	Net income	$	9,305	$	23,361	$	29,788	$	37,579	Net income	$	9.0	$	9.4	$	17.7	$	29.8
Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):

Foreign currency translation adjustments	Foreign currency translation adjustments	513		(110)		(8,799)		853		Foreign currency translation adjustments	4.1		0.4		3.3		(8.8)
Other comprehensive income (loss)	Other comprehensive income (loss)	513		(110)		(8,799)		853		Other comprehensive income (loss)	4.1		0.4		3.3		(8.8)
Comprehensive income	Comprehensive income	9,818		23,251		20,989		38,432		Comprehensive income	13.1		9.8		21.0		21.0
Comprehensive (income) loss attributable to non-controlling interest		(12)		3		251		62
Comprehensive loss attributable to noncontrolling interest										Comprehensive loss attributable to noncontrolling interest	0.1		0		0		0.2
Comprehensive income attributable to controlling interest	Comprehensive income attributable to controlling interest	$	9,806	$	23,254	$	21,240	$	38,494	Comprehensive income attributable to controlling interest	$	13.2	$	9.8	$	21.0	$	21.2

~~See Notes to Unaudited Condensed Consolidated Financial Statements~~The accompanying notes are an integral part of these unaudited consolidated financial statements.

INDEX

~~Astec Industries, Inc.~~ASTEC INDUSTRIES, INC.

~~Condensed~~ Consolidated Statements of Cash Flows

(~~in thousands)~~In millions, unaudited)

~~(unaudited)~~


	Six Months Ended June 30,
	2021		2020
Cash flows from operating activities:
Net income	$	17.7	$	29.8
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	10.0		10.6
Amortization	5.1		2.0
Provision for credit losses	0.7		0.8
Provision for warranties	4.9		5.1
Deferred compensation expense	0.3		0.2
Share-based compensation	2.9		3.0
Deferred tax provision	5.4		13.4
Gain on disposition of property and equipment	(0.3)		(0.6)


Asset impairment charges	0.2		4.4
Distributions to SERP participants	(1.1)		(0.4)
Change in operating assets and liabilities, excluding the effects of acquisitions:
Purchase of trading securities, net	(3.1)		0
Receivables and other contract assets	(32.9)		5.4
Inventories	(7.4)		31.4
Prepaid expenses	(0.1)		5.2
Other assets	(0.5)		(2.5)
Accounts payable	25.5		(7.7)

Accrued loss reserves	(0.4)		(0.1)
Accrued payroll and related expenses	7.8		(2.9)
Other accrued liabilities	6.6		3.6
Accrued product warranty	(4.7)		(4.5)
Customer deposits	0.9		(20.1)
Income taxes payable/prepaid	(7.0)		10.6
Other	0		(1.8)
Net cash provided by operating activities	30.5		84.9
Cash flows from investing activities:
Acquisitions, net of cash acquired	0.1		0
Price adjustment on prior sale of subsidiary	(1.1)		0
Expenditures for property and equipment	(7.2)		(7.4)
Proceeds from sale of property and equipment	1.5		2.0
Purchase of investments	(0.6)		(0.6)
Sale of investments	0.5		0.4
Net cash used by investing activities	(6.8)		(5.6)

Six Months Ended
June 30,
2020 2019
Cash flows from operating activities:
Net income $ 29,788 $ 37,579
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 12,601 13,139
Provision for doubtful accounts 780 806
Provision for warranties 5,137 4,496
Deferred compensation expense 193 144
Stock-based compensation 2,987 1,739
Deferred income tax provision 13,428 8,412
(Gain) loss on disposition of fixed assets (730) 176
Asset impairment charge 4,146 —
Distributions to SERP participants (434) (1,007)
Change in operating assets and liabilities:
(Purchase) sale of trading securities, net (9) 50
Trade and other receivables 5,445 (6,719)
Inventories 31,365 (5,240)
Prepaid expenses and other assets 2,681 564
Accounts payable (7,714) (2,006)
Accrued and payroll related expenses (2,869) (2,807)
Accrued product warranty (4,538) (5,287)
Customer deposits (20,053) (13,025)
Prepaid, refundable and income taxes payable, net 10,622 7,669
Other 2,068 4,188
Net cash provided by operating activities 84,894 42,871
Cash flows from investing activities:
Expenditures for property and equipment (7,407) (8,657)
Proceeds from sale of property and equipment 1,987 136
Other (206) 433
Net cash used by investing activities (5,626) (8,088)
Cash flows from financing activities:
Payment of dividends (4,970) (4,956)
Borrowings under bank loans 821 121,041
Repayments of bank loans (1,063) (152,055)
Purchase of shares of subsidiaries — (16)
Sale of Company shares held by SERP 125 238
Withholding tax paid upon vesting of restricted stock units (564) (160)
Net cash used by financing activities (5,651) (35,908)
Effect of exchange rates on cash (2,677) 209
Net change in cash and cash equivalents 70,940 (916)
Cash and cash equivalents, beginning of period 48,857 25,821
Cash and cash equivalents, end of period $ 119,797 $ 24,905

~~See Notes to Unaudited Condensed Consolidated Financial Statements~~(Continued)

INDEX

ASTEC INDUSTRIES, INC.

Consolidated Statements of Cash Flows (Continued)

(In millions, unaudited)


	Six Months Ended June 30,
	2021		2020
Cash flows from financing activities:
Payment of dividends	(5.0)		(5.0)
Borrowings under bank loans	2.3		0.8
Repayment of bank loans	(2.7)		(1.0)

Sale of Company stock by SERP, net	0.5		0.1
Withholding tax paid upon vesting of share-based compensation awards	(3.2)		(0.6)

Net cash used by financing activities	(8.1)		(5.7)
Effect of exchange rates on cash	0.3		(2.7)
Increase in cash and cash equivalents	15.9		70.9
Cash and cash equivalents, beginning of period	158.6		48.9
Cash and cash equivalents, end of period	$	174.5	$	119.8

Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of capitalized interest	$	0.1	$	0.2
Income taxes paid (refunded)	$	5.7	$	(20.5)

Supplemental disclosures of non-cash items
Non-cash investing activities:
Capital expenditures in accounts payable	$	0.2	$	0.7

Non-cash financing activities:
Additions to right-of-use assets and lease liabilities	$	1.3	$	0.1
Liability award converted to equity	$	0	$	0.8

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

INDEX

~~Astec Industries, Inc.~~ASTEC INDUSTRIES, INC.

~~Condensed~~ Consolidated Statements of Equity

~~For the Three and Six Months Ended June 30, 2020 and 2019~~

(~~in thousands)~~

~~(unaudited)~~

For the Three Months Ended June 30, 2020
Common
Stock
Shares Common
Stock
Amount Additional
Paid-in-
Capital Accumulated Other Comprehensive Loss Company Shares Held by SERP Retained
Earnings Non-controlling
Interest Total
Equity
Balance, March 31, 2020 22,584 $ 4,516 $ 123,950 $ (41,013) $ (1,752) $ 526,502 $ 274 $ 612,477
Net income — — — — — 9,258 47 9,305
Other comprehensive income — — — 548 — — (35) 513
Dividends declared and paid — — 7 — — (2,492) — (2,485)
Stock-based compensation — — 1,852 — — — — 1,852
RSU vesting 19 4 (4) — — — — —
Withholding tax paid upon vesting of RSUs — — — — — — — —
SERP transactions, net — — 36 — 127 — — 163
Other — — — — — — (1) (1)
Balance, June 30, 2020 22,603 $ 4,520 $ 125,841 $ (40,465) $ (1,625) $ 533,268 $ 285 $ 621,824
For the Six Months Ended June 30, 2020
Common
Stock
Shares Common
Stock
Amount Additional
Paid-in-
Capital Accumulated Other Comprehensive Loss Company Shares Held by SERP Retained
Earnings Non-controlling
Interest Total
Equity
Balance, December 31, 2019 22,551 $ 4,510 $ 122,613 $ (31,803) $ (1,714) $ 508,343 $ 538 $ 602,487
Net income — — — — — 29,902 (114) 29,788
Other comprehensive loss — — — (8,662) — — (137) (8,799)
Dividends declared and paid — — 7 — — (4,977) — (4,970)
Stock-based compensation 1 — 3,760 — — — — 3,760
RSU vesting 51 10 (10) — — — — —
Withholding tax paid upon vesting of RSUs — — (565) — — — — (565)
SERP transactions, net — — 36 — 89 — — 125
Other — — — — — — (2) (2)
Balance, June 30, 2020 22,603 $ 4,520 $ 125,841 $ (40,465) $ (1,625) $ 533,268 $ 285 $ 621,824
In millions, unaudited)


	Common Stock	Common Stock Amount		Additional Paid-in-Capital		Accumulated Other Comprehensive Loss		Company Shares Held by SERP		Retained Earnings		Non-controlling Interest		Total Equity
Balance, December 31, 2020	22,611,976	$	4.5	$	127.8	$	(33.5)	$	(1.5)	$	545.2	$	0.5	$	643.0
Net income	—	—		—		—		—		8.7		—		8.7
Other comprehensive loss	—	—		—		(0.7)		—		—		(0.1)		(0.8)
Dividends ($0.11 per share)	—	—		—		—		—		(2.5)		—		(2.5)
Share-based compensation	—	—		1.4		—		—		—		—		1.4

Issuance of common stock under incentive plan	103,541	—		—		—		—		—		—		—
Withholding tax paid upon equity award vesting	—	—		(3.0)		—		—		—		—		(3.0)

SERP transactions, net	—	—		0.1		—		0.1		—		—		0.2




Balance, March 31, 2021	22,715,517	$	4.5	$	126.3	$	(34.2)	$	(1.4)	$	551.4	$	0.4	$	647.0
Net income	—	—		—		—		—		9.0		—		9.0
Other comprehensive income	—	—		—		4.0		—		—		0.1		4.1
Dividends ($0.11 per share)	—	—		—		—		—		(2.5)		—		(2.5)
Share-based compensation	—	—		1.5		—		—		—		—		1.5

Issuance of common stock under incentive plan	41,809	0.1		—		—		—		—		—		0.1
Withholding tax paid upon equity award vesting	—	—		(0.2)		—		—		—		—		(0.2)

SERP transactions, net	—	—		0.2		—		0.1		—		—		0.3




Balance, June 30, 2021	22,757,326	$	4.6	$	127.8	$	(30.2)	$	(1.3)	$	557.9	$	0.5	$	659.3

~~INDEX~~


	Common Stock	Common Stock Amount		Additional Paid-in-Capital		Accumulated Other Comprehensive Loss		Company Shares Held by SERP		Retained Earnings		Non-controlling Interest		Total Equity
Balance, December 31, 2019	22,551,183	$	4.5	$	122.6	$	(31.8)	$	(1.7)	$	508.3	$	0.5	$	602.4
Net income	—	—		—		—		—		20.6		(0.2)		20.4
Other comprehensive loss	—	—		—		(9.2)		—		—		—		(9.2)
Dividends ($0.11 per share)	—	—		—		—		—		(2.5)		—		(2.5)
Share-based compensation	—	—		1.1		—		—		—		—		1.1
Conversion of liability awards to equity	—	—		0.8		—		—		—		—		0.8
Issuance of common stock under incentive plan	32,663	—		—		—		—		—		—		—
Withholding tax paid upon equity award vesting	—	—		(0.5)		—		—		—		—		(0.5)






Balance, March 31, 2020	22,583,846	$	4.5	$	124.0	$	(41.0)	$	(1.7)	$	526.4	$	0.3	$	612.5
Net income	—	—		—		—		—		9.3		0.1		9.4
Other comprehensive income (loss)	—	—		—		0.5		—		—		(0.1)		0.4
Dividends ($0.11 per share)	—	—		—		—		—		(2.5)		—		(2.5)
Share-based compensation	—	—		1.9		—		—		—		—		1.9

Issuance of common stock under incentive plan	19,136	—		—		—		—		—		—		—
Withholding tax paid upon equity award vesting	—	—		(0.1)		—		—		—		—		(0.1)

SERP transactions, net	—	—		0		—		0.1		—		—		0.1




Balance, June 30, 2020	22,602,982	$	4.5	$	125.8	$	(40.5)	$	(1.6)	$	533.2	$	0.3	$	621.7

For the Three Months Ended June 30, 2019
Common
Stock
Shares Common
Stock
Amount Additional
Paid-in-
Capital Accumulated Other Comprehensive Loss Company Shares Held by SERP Retained
Earnings Non-
controlling
Interest Total
Equity
Balance, March 31, 2019 22,523 $ 4,505 $ 121,665 $ (33,641) $ (1,669) $ 507,759 $ 647 $ 599,266
Net income — — — — — 23,377 (16) 23,361
Other comprehensive loss — — — (110) — — — (110)
Dividends declared and paid — — 3 — — (2,481) — (2,478)
Stock-based compensation 1 — 596 — — — — 596
RSU vesting 7 1 (1) — — — — —
Withholding tax paid upon vesting of RSUs — — — — — — — —
Change in ownership percentage of subsidiary — — — — — — (9) (9)
SERP transactions, net — — 22 — (47) — — (25)
Other — — — — — — 7 7
Balance, June 30, 2019 22,531 $ 4,506 $ 122,285 $ (33,751) $ (1,716) $ 528,655 $ 629 $ 620,608
For the Six Months Ended June 30, 2019
Common
Stock
Shares Common
Stock
Amount Additional
Paid-in-
Capital Accumulated Other Comprehensive Loss Company
Shares
Held
by SERP Retained
Earnings Non-
controlling
Interest Total
Equity
Balance, December 31, 2018 22,513 $ 4,503 $ 120,601 $ (33,883) $ (1,886) $ 495,245 $ 710 $ 585,290
Net income — — — — — 37,651 (72) 37,579
Other comprehensive income — — — 853 — — — 853
Dividends declared and paid — — 6 — — (4,962) — (4,956)
Stock-based compensation 2 — 1,773 — — — — 1,773
RSU vesting 16 3 (3) — — — — —
Withholding tax paid upon vesting of RSUs — — (160) — — — — (160)
Cumulative impact of ASU No. 2018-02 — — — (721) — 721 — —
SERP transactions, net — — 68 — 170 — — 238
Change in ownership percentage of subsidiary — — — — — — (9) (9)
Balance, June 30, 2019 22,531 $ 4,506 $ 122,285 $ (33,751) $ (1,716) $ 528,655 $ 629 $ 620,608

~~See Notes to Unaudited Condensed Consolidated Financial Statements~~The accompanying notes are an integral part of these unaudited consolidated financial statements.

INDEX

ASTEC INDUSTRIES, INC.

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Notes To Unaudited Consolidated Financial Statements

~~(Dollar and share amounts in thousands, except per share amounts, unless otherwise specified)~~

Note 1. Basis of Presentation and Significant Accounting Policies

Description of Business

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

The Company operates in 2 reportable segments (plus Corporate) - Infrastructure Solutions and Materials Solutions. The Company's 2 reportable business segments comprise sites based upon the nature of the products or services produced, the type of customer for the products, the similarity of economic characteristics, the manner in which management reviews results and the nature of the production process, among other considerations.

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

Basis of Presentation

The accompanying unaudited ~~condensed~~ consolidated financial statements include the accounts of Astec and its subsidiaries and have been prepared by the Company, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). The Company prepares its financial statements in accordance with accounting principles generally accepted in the U.S. ("U.S. GAAP"). Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. ~~generally accepted accounting principles (“U.S. GAAP”) for~~GAAP have been condensed or omitted pursuant to the SEC rules and regulations governing interim financial statements. However, the Company believes that the disclosures made in the unaudited consolidated financial statements and related notes are adequate to make the information ~~and~~presented not misleading. These consolidated financial statements should be read in conjunction with the ~~instructions to~~Company's audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form ~~10-Q~~10-K for the year ended December 31, 2020. All intercompany balances and ~~Article 10 of Regulation S-X promulgated under~~transactions between the ~~Securities Exchange Act of 1934. Accordingly, they do not include all of the information~~Company and ~~footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation~~its affiliates have been ~~included.~~eliminated in consolidation.

The preparation of consolidated financial statements in conformity with U.S. GAAP requires usmanagement to make estimates ~~based on~~and assumptions ~~about current and, for some estimates, future economic and market conditions which~~that affect the reported amounts of assets and ~~related disclosures in our~~liabilities, disclosure of contingent assets and liabilities at the date of the financial ~~statements. Although our current~~statements and the reported amounts of revenue and expenses during the reporting periods. Significant items subject to such estimates ~~contemplate current~~ and ~~expected future conditions, as applicable, it is reasonably possible~~assumptions include inventory obsolescence costs, warranty costs, inventory net realizable value, self-insurance loss reserves, employee benefit programs and the measurement of income tax assets and liabilities. The Company bases its estimates on historical experience and on various other assumptions that ~~actual conditions could differ from our expectations, which could materially affect our results of operations and financial position. In particular, a number of estimates have been and will continue~~the Company believes to be ~~affected by~~reasonable under the ~~ongoing novel coronavirus~~circumstances. The COVID-19 pandemic ~~(“COVID-19”). The severity, magnitude and duration, as well as~~has resulted in uncertainties in the ~~economic consequences of COVID-19, are uncertain, rapidly changing and difficult to predict.~~Company's business, which may result in actual results differing from those estimates. As a result, ~~our~~the Company's accounting estimates and assumptions may change over time in response to COVID-19. Such changes could result in future impairments of goodwill, intangibles, long-lived assets and investment securities and incremental credit losses on receivables, among other issues. On an ongoing basis, the Company evaluates these assumptions, judgments and estimates. Actual results may differ from these estimates.

~~Operating~~

In the opinion of management, the consolidated financial statements contain all adjustments necessary for a fair statement of the results of operations and comprehensive income (loss) for the three and ~~six-month periods~~six months ended June 30, 2021 and 2020, the financial position as of June 30, 2021 and December 31, 2020 and the cash flows for the six months ended June 30, 2021 and 2020, and except as otherwise discussed herein, such adjustments consist only of those of a normal recurring nature. The interim results are not necessarily indicative of ~~the~~ results that may be ~~expected for the year ending December 31, 2020. It is suggested that these unaudited condensed consolidated financial statements be read~~achieved in ~~conjunction with the consolidated financial statements~~a full reporting year.

All dollar amounts, except share and ~~the notes thereto included~~per share amounts, are in ~~the Astec Industries, Inc. Annual Report on Form 10-K for the year ended December 31, 2019.~~millions of dollars unless otherwise indicated.

~~The unaudited condensed consolidated balance sheet as of December 31, 2019 has been derived from the audited consolidated financial statements at that date but does not include all of the information~~

Reclassifications and ~~footnotes required by U.S. GAAP for complete financial statements.~~Adjustments

The Company's sales and profit results were impacted in the second quarter of 2020 as a result of COVID-19. Determining the extent of variances and fluctuations from COVID-19 has been difficult because there have been no easily discernible trends or patterns to the Company's business. However, the Company expects that its results of operations in the third quarter of 2020 may reflect an increase in the severity of the impact of the effects of COVID-19, as well as negative impacts to subsequent periods. The Company continues to monitor the effects of COVID-19 on its reported sales and profit results and has taken steps to ensure employee and visitor safety, adequate liquidity and business continuity during this pandemic.

Certain reclassifications in amounts previously reported have been made to conform to current ~~presentation.~~

~~Recent Accounting Pronouncements~~

Inpresentation including the reclassification of $0.6 million net gain on sale of fixed assets from "Cost of sales" to "Restructuring, impairment and other asset charges, net" for the six months ended June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments”. The standard changes how credit losses are measured for most financial assets and certain other instruments that currently are not measured through net income. The standard requires an expected loss model for instruments measured at amortized cost as opposed to the current incurred loss approach. In valuing available for sale debt securities, allowances will be required to be recorded, rather than the current approach of reducing the carrying amount, for other than temporary impairments. A cumulative adjustment to retained earnings is to be recorded as of the beginning of the period of adoption to reflect the impact of applying the provisions of the standard. The standard is effective for public companies for periods beginning after December 15, 2019 and the Company adopted the new standard as of January 1,30, 2020. As the Company’s credit losses are typically minimal, the adoption of this new standard did not have a significant impact on the Company's financial position, results of operations or cash flows and no cumulative adjustment to retained earnings was necessitated.

INDEX

In ~~February 2018, the FASB issued~~ ~~ASU No. 2018-02~~, “Income Statement – Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”, which permitted companies to reclassify tax effects stranded in accumulated other comprehensive income (“AOCI”) as a result of U.S. tax reform impacting tax rates or other items, such as changing from a worldwide tax system to a territorial system, from AOCI to retained earnings. Other tax effects stranded in AOCI due to other reasons, such as prior changes in tax laws or changes in valuation allowances, could not be reclassified. The new standard was effective for fiscal years beginning after December 15, 2018, andaddition, the Company ~~adopted its provisions as~~recorded a $1.5 million out-of-period expense during the first quarter of January 1, 2019. As a result of adopting this new standard, the Company reclassified $0.7 million of previously stranded tax effects from accumulated other comprehensive loss to retained earnings as shown on the accompanying unaudited condensed consolidated statement of equity2021 in "Selling, general and administrative expenses" for certain vendor hosted software licensing fees for contract costs incurred in the ~~year ended December 31, 2019.~~fourth quarter of 2020.

In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement” which aims to improve the overall usefulness of disclosures to financial statement users and reduce unnecessary costs to companies when preparing fair value measurement disclosures. The standard is effective for annual and interim periods beginning after December 15, 2019 with early adoption permitted. The Company adopted this new standard effective January 1, 2020. The adoption of this new standard did not have a material impact on its financial position, results of operations, cash flows or disclosures.Recently Adopted Accounting Pronouncements

In December 2019, the ~~FASB~~Financial Accounting Standards Board issued ~~ASU~~Accounting Standards Update 2019-12, ~~“Income~~"Income Taxes (Topic 740), Simplifying the Accounting for Income ~~Taxes”~~Taxes", which eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The Company adopted this new standard is effective ~~for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years with early~~January 1, 2021. The adoption ~~permitted in interim or annual periods if~~of this standard had an immaterial impact on the Company has not yet issued financial statements. If the Company elects to early adopt the amendments in an interim period, it should reflect any adjustments as of the beginning of the annual period that includes the interim period and must adopt all amendments in the same period applying all guidance prospectively, except for certain amendments. The Company has not determined the impact of the statement’s provision on itsCompany's financial position, results of operations or cash flows.

~~In March 2020,~~

Recent accounting guidance not discussed above is not applicable, did not have, or is not expected to have a material impact on the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848)”, which provides optional guidance for a limited period of time to ease the potential burden in accounting (or the recognizing the effects of) reference rate reform on financial reporting. This was in response to stakeholders raising certain operational challenges likely to arise in accounting for contract modifications and hedge accounting because of reference rate reform. Some of those challenges relate to the significant volume of contracts and other arrangements, such as debt agreements, lease agreements, and derivative instruments, which will be modified to replace references to discontinued rates with references to replacement rates. For accounting purposes, such contract modifications are required to be evaluated in determining whether the modifications result in the establishment of new contracts or the continuation of existing contracts. Stakeholders indicated that due to the significant volume of affected contracts and other arrangements, together with a compressed time frame for making contract modifications, the application of existing accounting standards on assessing modifications versus extinguishments could be costly and burdensome. In addition, stakeholders indicated that financial reporting results should reflect the intended continuation of such contracts and arrangements during the period of the market-wide transition to alternative reference rates. This new standard is effective for annual and interim periods beginning after December 31, 2022. The Company has yet to determine what effects, if any, this will have on their debt instrument.Company.

Note 2. ~~Earnings per Share~~

Basic earnings per share are determined by dividing earnings by the weighted average number of common shares outstanding during each period. Diluted earnings per share include the potential dilutive effect of restricted stock units and shares held in the Company’s Supplemental Executive Retirement Plan.

Acquisitions

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

In the first quarter of 2021, the Company recorded a $0.4 million adjustment related to a refined valuation of deferred tax liabilities, which was offset in intangible assets. In the second quarter of 2021, the Company recorded a $0.3 million adjustment related to right-of-use lease assets, which was offset in accounts payable and other.

The following table summarizes the final allocations of the total purchase price:


(in millions)	Amount

Accounts receivable	$	2.3
Inventories	8.1
Other assets	6.3
Intangible assets	4.3
Total assets acquired	$	21.0
Accounts payable and other	(4.4)
Advance customer deposits	(2.8)
Total liabilities assumed	(7.2)
Total purchase price	$	13.8

BMH Systems Acquisition

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

INDEX

In the first quarter of 2021, a working capital adjustment was made that resulted in the decrease of goodwill of $0.1 million.

The following table ~~sets forth net income attributable to controlling interest and~~summarizes the ~~number~~final allocations of ~~basic and diluted shares used in~~ the ~~computation of earnings per share:~~total purchase price:

Three Months Ended
June 30, Six Months Ended
June 30,
(in thousands, except per share amounts) 2020 2019 2020 2019
Numerator:
Net income attributable to controlling interest $ 9,258 $ 23,377 $ 29,902 $ 37,651
Denominator:
Denominator for basic earnings per share 22,584 22,509 22,567 22,503
Effect of dilutive securities:
Restricted stock units 82 110 101 105
Supplemental Executive Retirement Plan 45 48 47 48
Denominator for diluted earnings per share 22,711 22,667 22,715 22,656


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

Proforma financial information is not included since not significant.

Note 3. ~~Trade Receivables and Contract Assets, net~~

~~Trade receivables and contract assets are net of allowances for credit losses of $2.1 million and $1.4 million as of June 30, 2020 and December 31, 2019, respectively.~~

~~Note 4.~~ Inventories

~~Inventories consist of the following:~~

(in thousands) June 30,
2020 December 31,
2019
Raw materials and parts $ 163,523 $ 160,872
Work-in-process 56,107 61,287
Finished goods 36,304 53,650
Used equipment 7,237 18,727
Total $ 263,171 $ 294,536

Raw materials and parts are comprised of purchased steel and other purchased items for use in the manufacturing process or held for sale for the after-market parts business. The category also includes the manufacturing cost of completed equipment sub-assemblies produced for either integration into equipment manufactured at a later date or for sale in the Company’s after-market parts business.

~~Work-in-process consists of the value of materials, labor and overhead incurred to date in the manufacturing of incomplete equipment or incomplete equipment sub-assemblies being produced.~~

~~Finished goods consist of completed equipment manufactured for sale to customers.~~

Used equipment consists of equipment accepted in trade or purchased on the open market. The category also includes equipment rented to prospective customers on a short-term or month-to-month basis. Used equipment is valued at the lower of acquired or trade-in cost or net realizable value determined on each separate unit. Each unit of rental equipment is valued at the lower of original manufacturing, acquired or trade-in cost or net realizable value.

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

Inventories consist of the Company’s products are impacted by a number of factors, including changes in the price of steel, competitive sales pricing, quantities of inventories on hand, the age of the individual inventory items, market acceptance of the Company’s products, actions by our competitors, the condition of our used and rental inventory and general economic factors. Once an inventory item’s value has been deemed to be less than cost, a net realizable value adjustment is calculated and a new “cost basis” for that item is effectively established. This new cost is retained for that item until such time as the item is disposed of or the Company determines that an additional write-down is necessary. Additional write-downs may be required in the future based upon changes in assumptions due to general economic downturns in the markets in which the Company operates, changes in competitor pricing, new product design or other technological advances introduced by the Company or its competitors and other factors unique to individual inventory items.following:


(in millions)	June 30, 2021		December 31, 2020
Raw materials and parts	$	175.1	$	154.6
Work-in-process	60.2		57.3
Finished goods	18.7		34.0
Used equipment	3.5		3.8
Total	$	257.5	$	249.7

~~INDEX~~

The most significant component of the Company’s inventory is steel. A significant decline in the market price of steel could result in a decline in the market value of the Company’s equipment or parts. During periods of significant declining steel prices, the Company reviews the valuation of its inventories to determine if reductions are needed in the recorded value of inventory on hand to its net realizable value.

The Company reviews the individual items included in its finished goods, used equipment and rental equipment inventory on a model-by-model or unit-by-unit basis to determine if any item’s net realizable value is below its carrying value. This analysis is expanded to include items in work-in-process and raw material inventory if factors indicate those items may also be impacted. In performing this review, judgments are made and, in addition to the factors discussed above, additional consideration is given to the age of the specific items of used or rental inventory, prior sales offers or lack thereof, the physical condition of the specific items and general market conditions for the specific items. Additionally, an analysis of raw material inventory is performed to calculate reserves needed for obsolete inventory based upon quantities of items on hand, the age of those items and their recent and expected future usage or sale.

When the Company determines that the value of inventory has become impaired through damage, deterioration, obsolescence, changes in price levels, excessive levels of inventory or other causes, the Company reduces the carrying value to the 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.

~~Note 5. Property and Equipment~~

~~Property and equipment is stated at cost, less accumulated depreciation of $266.5 million and $267.7 million as of June 30, 2020 and December 31, 2019, respectively.~~

Note 6.4. Fair Value Measurements

The Company has various financial instruments that must be measured at fair value on a recurring basis, including marketable debt and equity securities held by Astec Insurance ~~Company (“Astec Insurance”), the Company’s captive insurance company;~~and marketable equity securities held in ~~an unqualified~~the Company's deferred compensation programs. The Company's deferred compensation programs include a non-qualified Supplemental Executive Retirement Plan ~~(“SERP”~~("SERP"); and a ~~money market fund held~~separate non-qualified Deferred Compensation Plan. Although the deferred compensation programs' investments are allocated to individual participants and investment decisions are made solely by ~~a foreign subsidiary. The obligations of~~those participants, they are non-qualified plans. Consequently, the Company ~~associated with~~owns the ~~financial~~ assets ~~held~~and the related offsetting liability for disbursement until such time as a participant makes a qualifying withdrawal, which is recorded in "Other long-term liabilities" in the ~~SERP also constitute a liability of the Company for financial reporting purposes and are included in other long-term liabilities in the accompanying unaudited condensed consolidated balance sheets.~~Consolidated Balance Sheets. The ~~Company’s~~Company's subsidiaries also occasionally enter into foreign currency exchange contracts to mitigate exposure to fluctuations in currency exchange rates.

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

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

INDEX

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~~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.

~~The Company reevaluates the volume of trading activity for each of its investments at the end of each quarter and adjusts the level within the fair value hierarchy as needed.~~

As indicated in the tables below, ~~(which excludes the Company’s pension assets),~~ the Company has determined that all of its financial assets and liabilities as of June 30, ~~2020~~2021 and December 31, ~~2019~~2020 are Level 1 and Level 2 in the fair value hierarchy as defined above:


	June 30, 2021
(in millions)	Level 1		Level 2		Total
Financial assets:
Trading equity securities:
Deferred compensation programs money market fund	$	0.2	$	0	$	0.2
Deferred compensation programs mutual funds	5.4		0		5.4
Preferred stocks	0.3		0		0.3
Equity funds	3.8		0		3.8
Trading debt securities:
Corporate bonds	3.6		0		3.6
Municipal bonds	0		0.2		0.2
Floating rate notes	0.4		0		0.4
U.S. government securities	1.4		0		1.4
Asset-backed securities	0		1.3		1.3
Other	3.9		1.1		5.0
Derivative financial instruments	0		0.1		0.1
Total financial assets	$	19.0	$	2.7	$	21.7
Financial liabilities:

Deferred compensation programs liabilities	$	0	$	7.7	$	7.7
Total financial liabilities	$	0	$	7.7	$	7.7

INDEX

June 30, 2020
(in thousands) Level 1 Level 2 Total
Financial Assets:
Trading equity securities:
SERP money market fund $ 229 $ — $ 229
SERP mutual funds 4,391 — 4,391
Preferred stocks 268 — 268
Trading debt securities:
Corporate bonds 5,581 — 5,581
Municipal bonds — 1,147 1,147
Floating rate notes 356 — 356
U.S. government securities 2,078 — 2,078
Asset backed securities — 2,394 2,394
Other — 1,362 1,362
Total financial assets $ 12,903 $ 4,903 $ 17,806
Financial Liabilities:
Derivative financial instruments $ — $ 365 $ 365
SERP liabilities — 6,708 6,708
Total financial liabilities $ — $ 7,073 $ 7,073

December 31, 2019
(in thousands) Level 1 Level 2 Total
Financial Assets:
Trading equity securities:
SERP money market fund $ 208 $ — $ 208
SERP mutual funds 4,419 — 4,419
Preferred stocks 282 — 282
Trading debt securities:
Corporate bonds 5,117 — 5,117
Municipal bonds — 1,154 1,154
Floating rate notes 535 — 535
U.S. government securities 2,035 — 2,035
Asset backed securities — 2,316 2,316
Other 473 1,112 1,585
Derivative financial instruments — 4 4
Total financial assets $ 13,069 $ 4,586 $ 17,655
Financial Liabilities:
Derivative financial instruments $ — $ 49 $ 49
SERP liabilities — 6,645 6,645
Total financial liabilities $ — $ 6,694 $ 6,694

The trading equity securities noted above are valued at their fair value based on their quoted market prices, and the trading debt securities are valued based upon a mix of observable market prices and model driven prices derived from a matrix of observable market prices for assets with similar characteristics obtained with the assistance of a nationally recognized third-party pricing service. Additionally, a significant portion of the SERP’s investments in trading equity securities are in money market and mutual funds. As these money market and mutual funds are held in a SERP, they are also included in the Company’s liability under its SERP.

Trading debt securities are comprised of marketable debt securities held by Astec 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.

~~The Company has $103.5 million in a government money market fund at June 30, 2020, which is included in cash and cash equivalents in the accompanying unaudited condensed consolidated balance sheet.~~

~~INDEX~~

~~Note 7. Goodwill~~

The Company tests goodwill and indefinite-lived intangible assets for impairment annually, as of October 31, or more frequently should circumstances change or events occur that would more likely than not reduce the fair value of a reporting unit below its carrying value. In the first quarter of 2020, as part of the Company’s ongoing assessment to consider whether events or circumstances had occurred that could more likely than not reduce the fair value of a reporting unit below its carrying value, the Company performed an interim goodwill impairment test as of March 31, 2020 over the mobile asphalt equipment reporting unit. Based on the results of this testing, the Company recorded a $1.6 million pre-tax non-cash impairment charge (in the Infrastructure Solutions segment) to fully impair the mobile asphalt equipment reporting unit’s goodwill in the first quarter of 2020. This charge was included along with other restructuring and asset impairment charges in the accompanying unaudited condensed statement of income for six months ended June 30, 2020. NaN impairment was recorded during the three months ended June 30, 2020. The only other change to goodwill from values reported as of December 31, 2019 was the impact of foreign exchange rate changes on certain goodwill in the Materials Solutions segment during the six months ended June 30, 2020.


	December 31, 2020
(in millions)	Level 1		Level 2		Total
Financial assets:
Trading equity securities:
Deferred compensation programs money market fund	$	0.2	$	0	$	0.2
Deferred compensation programs mutual funds	4.8		0		4.8
Preferred stocks	0.3		0		0.3
Equity funds	1.7		0		1.7
Trading debt securities:
Corporate bonds	4.8		0		4.8
Municipal bonds	0		0.9		0.9
Floating rate notes	0.4		0		0.4
U.S. government securities	1.8		0		1.8
Asset-backed securities	0		2.1		2.1
Other	0		1.0		1.0
Derivative financial instruments	0		0.1		0.1
Total financial assets	$	14.0	$	4.1	$	18.1
Financial liabilities:
Derivative financial instruments	$	0	$	0.5	$	0.5
Deferred compensation programs liabilities	0		7.3		7.3
Total financial liabilities	$	0	$	7.8	$	7.8

~~The carrying value of goodwill at June 30, 2020 and December 31, 2019 was $30.6 million and $33.2 million, respectively~~.

~~Note 8. Debt~~

In February 2019, the Company and certain of its subsidiaries entered into an amended and restated credit agreement whereby the lender extended to the Company an unsecured line of credit of up to $150.0 million, including a sub-limit for letters of credit of up to $30.0 million and extended the maturity date to December 29, 2023. Other significant terms were left unchanged. There were 0 borrowings outstanding under the agreement as of June 30, 2020, December 31, 2019 or at any time during the six months ended June 30, 2020. Letters of credit totaling $8.8 million, including $3.2 million of letters of credit issued to banks in Brazil to secure the local debt of Astec do Brasil Fabricacao de Equipamentos Ltda. (“Astec Brazil”), were outstanding under the credit facility as of June 30, 2020. Additional borrowing available under the credit facility was $141.2 million as of June 30, 2020. Borrowings under the agreement are subject to an interest rate equal to the daily one-month LIBOR rate plus a 0.75% margin. The unused facility fee is 0.125%. The amended and restated credit agreement contains certain financial covenants, including provisions concerning required levels of annual net income and minimum tangible net worth.

The Company’s South African subsidiary, Osborn Engineered Products SA (Pty) Ltd (“Osborn”), has a credit facility of $5.5 million with a South African bank to finance short-term working capital needs, as well as to cover performance letters of credit, advance payment and retention guarantees. As of June 30, 2020, Osborn had 0 outstanding borrowings but had $0.9 million in performance, advance payment and retention guarantees outstanding under the facility. The facility has been guaranteed by Astec Industries, Inc., but is otherwise unsecured. A 0.75% unused facility fee is charged if less than 50% of the facility is utilized. As of June 30, 2020, Osborn had available credit under the facility of $4.6 million. The interest rate is 0.25% less than the South Africa prime rate.

The Company’s Brazilian subsidiary, Astec Brazil, had a $0.6 million and $0.9 million working capital loan outstanding as of June 30, 2020 and December 31, 2019, respectively, from a Brazilian bank with an interest rate of 10.4%. The loan’s final monthly payment is due in April 2024 and the debt is secured by Astec Brazil’s manufacturing facility. Astec Brazil’s debt is included in the accompanying unaudited condensed consolidated balance sheets as current maturities of long-term debt ($0.2 million and $0.2 million) and long-term debt ($0.4 million and $0.7 million) as of June 30, 2020 and December 31, 2019, respectively. Additionally, as of June 30, 2020 and December 31, 2019, respectively, Astec Brazil had $0.2 million and $1.1 million outstanding under order anticipation agreements with a local bank with maturity dates through September 2020, which are included as short-term debt in the accompanying unaudited condensed consolidated balance sheets. These loans are drawn under credit facilities with local Brazilian banks secured by letters of credit totaling $3.2 million issued by Astec Industries, Inc.

The Company’s U.K. subsidiary, Telestack, had a $0.8 million and $0.0 million working capital loan outstanding as of June 30, 2020 and December 31, 2019, respectively, from a U.K. bank with an annual interest rate of 2.60% as of June 30, 2020. The $3.1 million credit facility size against which these drawings are outstanding is scheduled to decrease to $0.3 million on December 31, 2020 and Telestack is currently working with the bank on an extension. This credit facility is secured by a parent guarantee from Astec Industries, Inc. and certain Telestack assets. Telestack’s cash drawings against this credit facility are included in the accompanying unaudited condensed consolidated balance sheets as short-term debt as of June 30, 2020. Additionally, as of June 30, 2020 and December 31, 2019, respectively, Telestack had $1.5 million and $1.2 million outstanding under performance bonds and advance payment guarantees with the same U.K. bank with maturity dates through December 2021, which are contingent liabilities.

~~INDEX~~

The Company’s Australian subsidiary, Astec Australia, has credit facilities of $2.4 million with an Australian bank to finance short-term working capital needs, as well as to cover performance letters of credit, advance payment and retention guarantees. As of June 30, 2020, Astec Australia had 0 outstanding cash borrowings but had $0.3 million in performance, advance payment and retention guarantees outstanding under the facilities which are contingent liabilities. The facilities are secured by certain Astec Australia assets. A 1.35% unused facility fee is charged on unused portions of the $1.5 million portion which is a short-term working capital facility. As of June 30, 2020, Astec Australia had available credit under the short-term working capital facility of $1.5 million. The interest rate is the Westpac Business One Loan Rate without a margin.

Note 9.5. Product Warranty Reserves

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

Changes in the ~~Company’s~~Company's product warranty liability for the three and ~~six-month~~six month periods ended June 30, ~~2020~~2021 and ~~2019~~2020 are as follows:

Three Months Ended
June 30, Six Months Ended
June 30,
(in thousands) 2020 2019 2020 2019
Reserve balance, beginning of the period $ 10,652 $ 11,051 $ 10,261 $ 10,928
Warranty liabilities accrued 2,405 1,750 5,137 4,496
Warranty liabilities settled (2,409) (2,644) (4,538) (5,287)
Other 43 (40) (169) (20)
Reserve balance, end of the period $ 10,691 $ 10,117 $ 10,691 $ 10,117


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2021		2020		2021		2020
Reserve balance, beginning of the period	$	10.9	$	10.7	$	10.3	$	10.3
Warranty liabilities accrued	2.2		2.4		4.9		5.1
Warranty liabilities settled	(2.6)		(2.4)		(4.7)		(4.5)
Other	0		0		0		(0.2)
Reserve balance, end of the period	$	10.5	$	10.7	$	10.5	$	10.7

Note ~~10.~~6. Accrued Loss Reserves

The Company records reserves for losses related to known ~~workers’~~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~~Company's evaluation of the type and severity of individual claims and historical information, primarily its own claims experience, along with assumptions about future events. Changes in assumptions, as well as changes in actual experience, could cause these estimates to change in the future. Total accrued loss reserves were ~~$6.7~~$6.8 million and ~~$6.8~~$7.2 million as of June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, of which ~~$4.3~~$5.0 million and ~~$4.5~~$4.2 million were included in ~~other~~"Other long-term ~~liabilities~~liabilities" in the ~~accompanying unaudited condensed consolidated balance sheets as~~Consolidated Balance Sheets at June 30, 2021 and December 31, 2020, respectively.

Note 7. Income Taxes

For the three months ended June 30, 2021, the Company recorded an income tax provision of $2.3 million, reflecting a 20.4% effective tax rate, compared to a $1.8 million income tax provision for the three months ended June 30, 2020, ~~and December 31, 2019, respectively.~~

~~Note 11. Leases~~

reflecting a 16.1% effective tax rate. The Company leases certain real estate, computer systems, material handling equipment, offices, automobiles and other equipment. The Company determines if a contract is a lease (or contains an embedded lease) atchange in the ~~inception~~effective tax rate for the three months ended June 30, 2021 compared to the same period of the agreement. The Company adopted ASU No. 2016-2, Leases, on January 1, 2019 using the effective date method. Upon adoption, right-of-use (“ROU”) assets totaling $5.0 million were recorded on the Company’s consolidated balance sheet. Incremental borrowing rates usedprior year is primarily due to changes in the ~~calculation~~relative weighting of jurisdictional income and loss and the ~~ROU asset, when not apparent in~~limitation on executive compensation deduction partially offset by net discrete tax benefits related to the ~~lease agreements, were estimated based upon secured borrowing rates quoted by~~release of reserves for uncertain tax positions associated with Astec Mobile Machinery GmbH ("AMM") whose dissolution was completed during the ~~Company’s banks for loans~~second quarter of various lengths ranging from one year to 20 years. Operating leases with original maturities less than one year in duration were excluded. The calculation of the ROU asset considered lease agreement provisions concerning termination, extensions, end of lease purchase and whether or not those provisions were reasonably certain of being exercised. Certain agreements contain lease and non-lease components, which are accounted for separately. No cumulative effect adjustment was necessary at the time of adoption. Based upon a contract review and related calculations, none of the Company’s leases were deemed to be financing leases.2021.

1311

INDEX

~~Other information concerning~~For the ~~Company’s operating leases accounted for under ASC 842 guidelines and the related expense, assets and liabilities follow:~~

Three Months Ended
(in thousands) June 30, 2020 June 30, 2019
Operating lease expense $ 502 $ 651
Cash paid for operating leases included in operating cash flows 537 696
Six Months Ended
(in thousands) June 30, 2020 June 30, 2019
Operating lease expense $ 1,165 $ 1,252
Cash paid for operating leases included in operating cash flows 1,234 1,341

(in thousands) June 30, 2020 December 31, 2019
Operating lease right-of-use asset $ 3,760 $ 3,853
Operating lease short-term liability included in other current liabilities
1,768 1,846
Operating lease long-term liability included in other long-term liabilities
2,031 2,020
Weighted average remaining lease term (in years) 4.57 4.66
Weighted average discount rate used in calculating right-of-use asset 3.89 % 3.56 %

~~Future annual minimum lease payments as of~~six months ended June 30, ~~2020 are as follows:~~

(in thousands) Amount
Remainder of 2020 $ 1,074
2021 1,265
2022 540
2023 316
2024 209
2025 and thereafter 786
Total 4,190
Less interest (380)
Present value of lease liabilities $ 3,810

~~Note 12. Income Taxes~~

~~The Company's combined effective~~2021, the Company recorded an income tax ~~rates were 16.7% and 23.1%~~provision of $3.2 million, reflecting a 15.3% effective tax rate, compared to a $3.3 million income tax benefit for the ~~three-month periods~~six months ended June 30, 2020, ~~and 2019, respectively. The Company's combined~~reflecting a (12.5)% effective tax ~~rates were (12.4)% and 22.3% for~~rate. The change in the ~~six-month periods ended June 30, 2020 and 2019, respectively. The Company's~~ effective tax rate for the six months ended June 30, ~~2020 includes~~2021 compared to the ~~effect~~same period of ~~state income taxes, a benefit for federal and state research and development credits,~~the prior year is primarily due a net discrete tax benefit ~~for international~~of $9.5 million resulting from provisions of USthe Coronavirus Aid, Relief and Economic Security Act ("CARES Act") in the prior year provision and changes in the relative weighting of jurisdictional income and loss partially offset by the limitation on executive compensation deduction and a net discrete tax ~~reform that became effective in~~benefit related to the release of reserves for uncertain tax positions associated with AMM. Among other provisions, the CARES Act modified the net operating loss ("NOL") carryback provisions, which allowed the Company to carryback its 2018 ~~and various discrete items with~~NOL to prior tax years. This change not only favorably impacted the ~~largest being a benefit for~~timing of the NOL ~~carryback noted below.~~benefit, but also increased the tax benefit amount as the federal tax rates in the prior years (35%) were higher than the current federal tax rate (21%).

The Company's recorded liability for uncertain tax positions was $9.3 million and $9.7 million as of June 30, ~~2020 has increased by approximately $0.6 million, as compared to~~2021 and December 31, ~~2019~~2020, respectively. The net reduction in 2021 of $0.4 million is related to AMM. The Company does not anticipate a significant change in unrecognized tax benefits due to ~~exposure related~~the expiration of relevant statutes of limitations and federal, state and foreign tax audit resolutions over the next twelve months.

The Company regularly assesses the likelihood of an adverse outcome resulting from examinations to ~~federal and state credits, plus additional taxes and interest on existing reserves.~~

~~On March 27, 2020,~~determine the ~~Coronavirus Aid, Relief and Economic Security (“CARES”) Act was enacted and signed into law. Certain provisions~~adequacy of its tax reserves. The Company is currently under audit by the ~~CARES Act impact~~U.S. Internal Revenue Service for the ~~2020~~federal income tax provision computations of the Company and are reflected in the period ended June 30, 2020. The CARES Act contains modifications to Net Operating Loss (“NOL”) carryback provisions, which will allow the Company to carryback its 2018 NOL recorded at a 21% statutory tax rate to prior tax years. This carryback to tax years with a higher statutory rate (35)% results in a net discrete tax benefit of $9.5 million for the year-to-date period.

~~INDEX~~

~~Note 13. Revenue Recognition:~~

~~The following tables disaggregate our revenue by major source for the three and six-month periods ended June 30, 2020 and 2019 (excluding intercompany sales):~~

Three Months Ended June 30, 2020
(in thousands) Infrastructure
Solutions Materials
Solutions Total
Net Sales-Domestic:
Equipment sales $ 104,640 $ 43,243 $ 147,883
Parts and component sales 35,860 17,739 53,599
Service and equipment installation revenue 6,181 398 6,579
Used equipment sales 7,148 413 7,561
Freight revenue 4,578 1,413 5,991
Other 55 (149) (94)
Total domestic revenue 158,462 63,057 221,519
Net Sales-International:
Equipment sales 15,565 12,436 28,001
Parts and component sales 5,902 6,889 12,791
Service and equipment installation revenue 668 495 1,163
Used equipment sales 814 285 1,099
Freight revenue 378 246 624
Other 62 40 102
Total international revenue 23,389 20,391 43,780
Total net sales $ 181,851 $ 83,448 $ 265,299
Six Months Ended June 30, 2020
(in thousands) Infrastructure
Solutions Materials
Solutions Total
Net Sales-Domestic:
Equipment sales $ 205,059 $ 84,540 $ 289,599
Parts and component sales 88,501 36,215 124,716
Service and equipment installation revenue 12,943 825 13,768
Used equipment sales 14,308 413 14,721
Freight revenue 10,626 2,722 13,348
Other (130) (621) (751)
Total domestic revenue 331,307 124,094 455,401
Net Sales-International:
Equipment sales 34,989 26,876 61,865
Parts and component sales 14,236 16,146 30,382
Service and equipment installation revenue 1,510 715 2,225
Used equipment sales 1,420 1,031 2,451
Freight revenue 944 589 1,533
Other 63 227 290
Total international revenue 53,162 45,584 98,746
Total net sales $ 384,469 $ 169,678 $ 554,147

~~INDEX~~

Three Months Ended June 30, 2019
(in thousands) Infrastructure
Solutions Materials
Solutions Total
Net Sales-Domestic:
Equipment sales $ 106,332 $ 46,887 $ 153,219
Pellet plant sales 20,000 — 20,000
Parts and component sales 35,862 18,921 54,783
Service and equipment installation revenue 6,436 2,431 8,867
Used equipment sales 3,390 — 3,390
Freight revenue 4,707 1,801 6,508
Other 146 (700) (554)
Total domestic revenue 176,873 69,340 246,213
Net Sales-International:
Equipment sales 10,435 24,416 34,851
Parts and component sales 7,860 11,438 19,298
Service and equipment installation revenue 2,089 308 2,397
Used equipment sales 191 371 562
Freight revenue 496 762 1,258
Other 21 202 223
Total international revenue 21,092 37,497 58,589
Total net sales $ 197,965 $ 106,837 $ 304,802
Six Months Ended June 30, 2019
(in thousands) Infrastructure
Solutions Materials
Solutions Total
Net Sales-Domestic:
Equipment sales $ 225,428 $ 102,091 $ 327,519
Pellet plant sales 20,000 — 20,000
Parts and component sales 90,360 38,080 128,440
Service and equipment installation revenue 11,210 3,056 14,266
Used equipment sales 6,153 413 6,566
Freight revenue 10,107 3,396 13,503
Other 729 (1,981) (1,252)
Total domestic revenue 363,987 145,055 509,042
Net Sales-International:
Equipment sales 31,849 43,465 75,314
Parts and component sales 16,626 21,616 38,242
Service and equipment installation revenue 3,485 700 4,185
Used equipment sales 301 837 1,138
Freight revenue 918 1,430 2,348
Other 48 265 313
Total international revenue 53,227 68,313 121,540
Total net sales $ 417,214 $ 213,368 $ 630,582

~~INDEX~~

~~Sales into major geographic regions were as follows:~~

Three Months Ended
June 30, Six Months Ended
June 30,
(in thousands) 2020 2019 2020 2019
United States $ 221,519 $ 246,213 $ 455,401 $ 509,042
Canada 12,997 14,020 27,661 37,013
Australia 5,540 7,156 11,335 15,969
Africa 4,168 8,827 10,799 15,918
South America 11,164 7,581 19,960 14,635
Europe 4,831 12,982 14,206 19,472
Central America 917 2,602 2,307 6,152
China, Japan & Korea 1,777 440 4,047 2,580
Asia (excl. China, Japan & Korea) 1,159 2,816 1,594 4,947
West Indies 56 188 4,812 1,566
Middle East 1,167 925 2,016 1,776
Other 4 1,052 9 1,512
Total foreign 43,780 58,589 98,746 121,540
Total consolidated sales $ 265,299 $ 304,802 $ 554,147 $ 630,582

Revenue is generally recognized when obligations under the terms of a contract are satisfied and generally occurs with the transfer of control of the product or services at a point in time. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. The Company generally obtains purchase authorizations from its customers for a specified amount of products at a specified price with specific delivery terms. A significant portion of the Company’s equipment sales represents equipment produced in the Company’s manufacturing facilities under short-term contracts for a customer’s project or equipment designed to meet a customer’s requirements. Most of the equipment sold by the Company is based on standard configurations, some of which are modified to meet customer’s needs or specifications. The Company provides customers with technical design and performance specifications and typically performs pre-shipment testing, when feasible, to ensure the equipment performs according to the customer’s need, regardless of whether the Company provides installation services in addition to selling the equipment. Significant down payments are required on many equipment orders with other terms allowing for payment shortly after shipment, typically 30 days. Taxes assessed by a governmental authority that are directly imposed on revenue-producing transactions between the Company and its customers, such as sales, use, value-added and some excise taxes, are excluded from revenue. Expected warranty costs for our standard warranties are expensed at the time the related revenue is recognized. Costs of obtaining sales contracts with an expected duration of one year or less are expensed as incurred. As contracts are typically fulfilled within one yearreturn from the ~~date of the contract, revenue adjustments for a potential financing component or the costs to obtain the contract are not made.~~2018 tax year as well as various other state income tax and jurisdictional audits. As of June 30, 2020, the Company had contract assets of $25 thousand, and contract liabilities of $5.1 million, including $3.4 million of deferred revenue related to extended warranties. As of December 31, 2019, the Company had contract assets of $4.7 million, primarily related to billings on one large ($7.2 million) order in the Infrastructure Solutions segment, and contract liabilities of $6.5 million, including $3.5 million of deferred revenue related to extended warranties.

Depending on the terms of the arrangement with the customer, recognition of a portion of the consideration received may be deferred and recorded as a contract liability if we have to satisfy a future obligation, such as to provide installation assistance, service work to be performed in the future without charge, floor plan interest to be reimbursed to our dealer customers, payments for extended warranties, for annual rebates given to certain high volume customers or for obligations for future estimated returns to be allowed based upon historical trends.

Certain contracts include terms and conditions pursuant to which the Company recognizes revenues upon the completion of production, and the equipment is subsequently stored at the Company’s plant at the customer’s request. Revenue is recorded on such contracts upon the customer’s assumption of title and risk of ownership, which transfers control of the equipment, 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 prior to revenue recognition.

~~INDEX~~

Service and Equipment Installation Revenue – Purchasers of certain of the Company’s equipment often contract with the Company to provide installation services. Installation is typically separately priced in the contract based upon observable market prices for stand-alone performance obligations or a cost plus margin approach when one is not available. The Company may also provide future services on equipment sold at the customer’s request, which may be for equipment repairs after the warranty period expires. Service is billed on a cost plus margin approach or at a standard rate per hour.

Used Equipment Sales – Used equipment is obtained by trade-in on new equipment sales, as a separate purchase in the open market or from the Company’s equipment rental business. Revenues from the sale of used equipment are recognized upon transfer of control to the customer at agreed upon pricing.

Freight Revenue – Under a practical expedient allowed under ASU No. 2014-9, the Company records revenues earned for shipping and handling as revenue at the time of shipment, regardless of whether or not it is identified as a separate performance obligation. The cost of shipping and handling is classified as cost of goods sold concurrently.

Other Revenues – Miscellaneous revenues and offsets not associated with one of the above classifications primarily include rental revenues, extended warranty revenues, early pay discounts and floor plan interest reimbursements.

The Company currently monitors credit levels and financial conditions of customers on a continuing basis. After considering historical trends for uncollectible accounts, current economic conditions and specific customer recent payment history and financial stability, each business unit records an allowance for doubtful accounts at a level which management believes is sufficient to cover all probable future credit losses as of the balance sheet date. The current policy for calculating the reserve uses the rolling twelve-month bad debt write-offs, net of recoveries, divided by the rolling twelve-month average accounts receivable balance. The Company believes the twelve-month “look-back” is most representative of current credit worthiness of the customer. After adjustments for credit balances, that percentage is then applied to the current month end accounts receivable balance to arrive at the amount to reserve. Once the reserve is calculated, each business unit reviews their accounts receivable for any known customer accounts that should be added to the reserve based on their expectation of future economic conditions that might impact the customer, which would currently include the impact of COVID-19. At a minimum, the reserve balance should equal the calculated amount before specifically reserved items.~~Thus, each business unit records their accounts receivable at an amount expected to be collected and, therefore, incorporates expected 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 uncollectible by management. The majority of the Company’s receivables within the scope of this topic are related to equipment that requires significant down payment with other terms allowing for payment shortly after shipment, typically 30 days, which2021, the Company believes that it is ~~very short term in nature. The significant down payment requirement leads to lower write-offs because~~more-likely-than-not that the tax positions it requires an upfront commitment by customers and they ultimately don’t want to lose their upfront investment. The 30-day payment requirement after shipment allows us to quickly assess where a customer stands on their account and lets us begin collect efforts.

~~Note 14. Segment Information~~

~~During~~has taken will be sustained upon the ~~first quarter of 2020, the Company completed an internal reorganization~~resolution of its ~~reportable segments~~audits resulting in no material impact on its consolidated financial position, results of operations and cash flows. However, the final determination with respect to any tax audits, and any related litigation, could be materially different from ~~3 to 2 reportable segments (plus Corporate)~~the Company's estimates and/or from its historical income tax provisions and ~~such segments are organized, operated~~accruals and ~~managed based~~could have a material effect on the products and services offered by the business units included in each segment. Amounts previously reported under the previous segment structure have been restated to conform to the new segment structure.

~~A brief description of each of the Company’s segments is as follows:~~

~~Infrastructure Solutions~~ - The Infrastructure Solutions segment, also referred to herein as the Infrastructure Solutions Group, is comprised of 13 business units. These business units include Astec, Inc. (“CHA-Jerome Ave”), Roadtec, Inc. (“CHA-Manufacturers Rd”), Carlson Paving Products, Inc. (“Tacoma”), Heatec, Inc. (“CHA-Wilson Rd”), CEI Enterprises, Inc. (“Albuquerque”), GEFCO, Inc. (“Enid”), Peterson Pacific Corp. (“EUG-Airport Rd”), Power Flame Incorporated (“Parsons”), RexCon, Inc. (“Burlington”), Astec Mobile Machinery GmbH (“AMM”), Astec Australia Pty Ltd (“Australia”), Astec LatAm (“LatAm”), and Astec Thailand (“Thailand”). Products designed, engineered, manufactured and marketed by this group include a complete line of asphalt plants and their related components, asphalt pavers, screeds, milling machines, material transfer vehicles, stabilizers and related ancillary equipment, concrete plants, water well drilling rigs, wood chippers, wood grinders, heaters, commercial burners and industrial burners. The principal purchasers of the segment’s products are asphalt producers, highway and heavy equipment contractors, foreign and domestic governmental agencies, processors of oil, gas and biomass for energy production, ready mix concrete producers and contractorsoperating results and/or cash flows in the ~~construction and demolition recycling markets.~~

~~INDEX~~

periods for which that determination is made. In 2018, the Company decided to close and cease operations at AMM, located in Germany, and its land and buildings were sold in January 2020. In late 2019, the Company announced the closing of its Albuquerque site due to market conditions and underutilization of the manufacturing facility. Responsibilities for manufacturing and marketing of Albuquerque product lines were transferred to other Company facilities within the Infrastructure Solutions segment in late 2019 and early 2020. The Albuquerque site was closed as of June 30, 2020 and its land and buildings are currently accounted for as held for sale. In late 2019, the Company impaired and discontinued Enid’s oil and gas product lines and is in the process of disposing of the related oil and gas inventory. The Company is also currently marketing its Enid production facilities and remaining water well product line of the business for sale.

~~Materials Solutions~~ – The Materials Solutions segment is comprised of 10 business units which are focused on designing and manufacturing heavy processing equipment, as well as servicing and supplying parts for the aggregate, metallic mining, recycling, ports and bulk handling markets. These business units are Telsmith, Inc. (“Mequon”), Kolberg-Pioneer, Inc. (“Yankton”), Astec Mobile Screens, Inc. (“Sterling”), Johnson Crushers International, Inc. (“EUG-Franklin Blvd”), Breaker Technology Ltd/Breaker Technology, Inc. (“Thornbury”), Osborn Engineered Products, SA (Pty) Ltd (“Johannesburg”), Astec do Brasil Fabricacao de Equipamentos Ltda. (“Belo Horizonte”), Telestack Limited (“Omagh”), Astec India (“India”) and Astec AME (“AME”). The principal purchasers of products producedaddition, future period earnings may be adversely impacted by this group are distributors, open mine operators, quarry operators, port and inland terminal operators, highway and heavy equipment contractors and foreign and domestic governmental agencies. The Company is currently in the process of closing its Mequon site and relocating those operations to other business units.

~~Corporate~~ ~~- This category consists of business units that do not meet the requirements for separate disclosure as an operating segment~~ litigation costs, settlements, penalties and/or inclusion in one of the other reporting segments and includes the Company’s parent company and Astec Insurance Company (“Astec Insurance”), a captive insurance company. Certain start-up costs related to foreign sales offices are also included in Corporate’s operating results. The Company evaluates performance and allocates resources to its operating segments based on profit or loss from operations before U.S. federal income taxes, state deferred taxes and corporate overhead and, thus, these costs are included in the Corporate category.

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

~~Segment Information:~~

Three Months Ended June 30, 2020
(in thousands)
Infrastructure
Solutions
Materials
Solutions
Corporate Total
Net sales to external customers $ 181,851 $ 83,448 $ — $ 265,299
Intersegment sales 12,340 6,822 — 19,162
Gross profit 38,290 21,214 111 59,615
Gross profit percent 21.1 % 25.4 % — % 22.5 %
Segment profit (loss) $ 14,215 $ 8,469 $ (13,605) $ 9,079

Six Months Ended June 30, 2020
(in thousands) Infrastructure Solutions Materials Solutions Corporate Total
Net sales to external customers $ 384,469 $ 169,678 $ — $ 554,147
Intersegment sales 18,281 15,096 — 33,377
Gross profit 91,213 42,219 204 133,636
Gross profit percent 23.7 % 24.9 % — % 24.1 %
Segment profit (loss) $ 31,435 $ 14,504 $ (16,528) $ 29,411
interest assessments.

~~INDEX~~

Three Months Ended June 30, 2019
(in thousands) Infrastructure
Solutions Materials
Solutions Corporate Total
Net sales to external customers $ 197,965 $ 106,837 $ — $ 304,802
Intersegment sales 6,944 5,782 — 12,726
Gross profit 57,743 25,493 81 83,317
Gross profit percent 29.2 % 23.9 % — % 27.3 %
Segment profit (loss) $ 26,926 $ 8,489 $ (12,563) $ 22,852

Six Months Ended June 30, 2019
(in thousands) Infrastructure Solutions Materials Solutions Corporate Total
Net sales to external customers $ 417,214 $ 213,368 $ — $ 630,582
Intersegment sales 16,036 10,539 — 26,575
Gross profit 109,053 51,038 76 160,167
Gross profit percent 26.1 % 23.9 % — % 25.4 %
Segment profit (loss) $ 44,996 $ 17,166 $ (25,471) $ 36,691

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

Three Months Ended
June 30, Six Months Ended
June 30,
(in thousands) 2020 2019 2020 2019
Total profit shown above $ 9,079 $ 22,852 $ 29,411 $ 36,691
Recapture of intersegment profit 226 509 377 888
Net income 9,305 23,361 29,788 37,579
Net (income) loss attributable to non-controlling interest in subsidiaries (47) 16 114 72
Net income attributable to controlling interest $ 9,258 $ 23,377 $ 29,902 $ 37,651

Note ~~15. Contingent Matters~~8. Commitments and Contingencies

Certain customers have financed purchases of Company products through arrangements with third-party financing institutions in which the Company is contingently liable for customer debt of ~~$1.7~~$2.0 million and ~~$1.5~~$2.9 million at June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. These arrangements expire at various dates through ~~March 2024 and~~December 2023. Additionally, the Company is also contingently liable for 1.75% of the unpaid balance, determined as of December 31 of the prior year (or approximately $0.4 million for 2021), on certain past customer equipment purchases that were financed by an outside finance company. The agreements provide that the Company will receive the lender's full security interest in the equipment financed if the Company is required to fulfill its contingent liability under these arrangements. Additionally, the Company is also potentially liable for 1.75% of the unpaid balance, determined as of December 31 of the prior year, on certain past customer equipment purchases that were financed by an outside finance company (the maximum exposure for the Company in 2020 is $0.6 million). The Company has recorded a liability of ~~$2.1~~$1.1 million and $2.0 million related to these guarantees as of June 30, ~~2020.~~2021 and December 31, 2020, respectively.

The Company reviews ~~off balance~~off-balance sheet guarantees individually and at the loss pool level based on one agreement. Prior history is considered in regard to the Company having to perform on any ~~off balance~~off-balance sheet guarantees, as well as future projections of individual customer credit ~~worthiness. During the three and six months ended June 30, 2020, the Company considered~~worthiness including consideration of the implications of COVID-19 in regard to assessing credit losses related to ~~off balance~~off-balance sheet guarantees.

In addition, the Company is contingently liable under letters of credit issued ~~by a domestic lender~~under its $150.0 million revolving credit facility (the "Credit Facility") totaling $8.8 million as of June 30, ~~2020,~~2021, including ~~$3.2~~$5.1 million of letters of credit guaranteeing certain ~~Astec Brazil bank debt.~~credit facilities of the Company's Brazilian subsidiary. The outstanding letters of credit expire at various dates through June 2023. The maximum potential amount of future payments under letters of credit issued under the Credit Facility for which the Company could be liable is $30.0 million as of June 30, 2021. As of June 30, ~~2020,~~2021, the ~~Company’s~~Company's foreign subsidiaries are contingently liable for a total of ~~$2.7~~$4.2 million in ~~performance~~ letters of credit and bank guarantees securing performance and advance ~~payments and retention guarantees.~~payments. The maximum potential amount of future payments under these letters of credit and bank guarantees for which the Company could be liable is ~~$11.5~~$9.0 million as of June 30, ~~2020.~~2021.

~~INDEX~~

The Company and certain of its ~~current and~~ former executive officers ~~have been~~were named as defendants in a putative shareholder class action lawsuit filed on February 1, 2019, as amended on August 26, 2019, in the United States District Court for the Eastern District of Tennessee. The action iswas styled City of Taylor General Employees Retirement System v. Astec Industries, Inc., et al., Case No. 1:~~19-cv-00024-PLR-CHS.~~19-cv-24-CEA-CHS. The complaint generally ~~alleges~~alleged that the defendants violated the Securities Exchange Act of 1934, as amended (the ~~“Exchange Act”~~"Exchange Act"), and Rule 10b-5 promulgated thereunder by making allegedly false and misleading statements and that the individual defendants ~~are~~were control ~~person~~persons under Section 20(a) of the Exchange Act. The complaint was filed on behalf of shareholders who purchased ~~shares~~stock of the ~~Company’s stock~~Company between July 26, 2016 and October 22, 2018 and ~~seeks~~sought monetary damages on behalf of the purported class. The Company ~~disputes~~disputed these allegations and ~~intends to defend this lawsuit vigorously and has~~ filed a motion to dismiss the lawsuit on October 25, 2019. ~~The Company has accrued~~On February 19, 2021, the motion to dismiss was granted with prejudice and judgment was entered for the defendants.On March 19, 2021, plaintiff filed a ~~$0.6 million liability as~~Motion to Alter or Amend the Judgment and For Leave to File the Proposed Amended Complaint, which was denied on May 5, 2021.On June 4, 2021, plaintiff filed a notice of ~~June 30, 2020.~~appeal to the United States Court of Appeals for the Sixth Circuit, which is pending.

The Company's GEFCO subsidiary has been named a defendant in a lawsuit originally filed on August 16, 2018 with an amended complaint filed on January 25, 2019, in the United States District Court for the Western District of Oklahoma. The action is styled VenVer S.A. and Americas Coil Tubing LLP v. GEFCO, Inc., Case No. CIV-18-790-SLP. The complaint alleges breaches of warranty and other similar claims regarding equipment sold by GEFCO in 2013. In addition to seeking a ~~rejection (rescission)~~rescission of the purchase contract, the plaintiff is seeking special and ~~consequential damages. The purchase contract contains an exclusion of~~ consequential damages. The original purchase price of the equipment was approximately $8.5 million. GEFCO disputes the ~~plaintiff’s~~plaintiff's allegations and intends to defend this lawsuit vigorously. On July 7, 2020, the plaintiffs filed a separate lawsuit directly against Astec

INDEX

Industries, Inc. Besides a new claim based on fraudulent transfer, the allegations essentially mirror the GEFCO suit. Astec Industries, Inc. is vigorously defending this suit as well. The Company is unable to determine whether or not a future loss will be incurred due to this litigation or estimate athe possible loss or range of loss, if any, at this time.

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

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

Note 9. Share-Based Compensation

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

On April 27, 2021 ("Plan Effective Date"), the Company's shareholders approved the 2021 Equity Incentive Plan ("2021 Plan"), which provides for a total of 1,280,000 shares to be reserved and available for issuance pursuant to the grant of new awards under the 2021 Plan, less one share for every one share subject to an award granted under the 2011 Plan after December 31, 2020 and prior to the Plan Effective Date. No new awards were granted between December 31, 2020 and the Plan Effective Date. To the extent that all or a portion of an award (or, after December 31, 2020, an award granted under the 2011 Plan) is canceled, terminates, expires, is forfeited or lapses for any reason (including by reason of failure to meet time-based and/or performance-based vesting requirements), any unissued or forfeited shares originally subject to the award (or, after December 31, 2020, an award granted under the 2011 Plan) will be added back to the 2021 Plan share reserve and again be available for issuance pursuant to awards granted under the 2021 Plan. The 2021 Plan authorizes the grant of options, share appreciation rights, restricted stock, restricted stock units, deferred stock units, performance awards, dividend equivalents and other share-based and cash awards. In addition, the 2021 Plan allows for participants to elect to receive vested units on a deferred basis. Awards granted under the 2021 Plan are entitled to dividend equivalents, which are subject to the same forfeiture and transfer restrictions and deferral terms as apply to the award to which they relate. The Company's annual grants of restricted stock units and performance stock units typically awarded in the first quarter of the year were delayed until April 2021 following the shareholder approval of the 2021 Plan.

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

Share-based compensation expense was $1.5 million and $2.9 million for the three and six months periods ended June 30, 2021, respectively, and $1.9 million and $3.0 million for the three and six month periods ended June 30, 2020, respectively.

INDEX

Note 10. Revenue Recognition

The following tables disaggregate the Company's revenue by major source for the three and six month periods ended June 30, 2021 and 2020 (excluding intercompany sales):


	Three Months Ended June 30, 2021				Three Months Ended June 30, 2020
(in millions)	Infrastructure Solutions		Materials Solutions		Total		Infrastructure Solutions		Materials Solutions		Total
Net Sales-Domestic:
Equipment sales	$	82.4	$	43.6	$	126.0	$	104.8	$	43.3	$	148.1

Parts and component sales	40.6		21.3		61.9		35.9		17.7		53.6
Service and equipment installation revenue	3.9		0.1		4.0		6.1		0.4		6.5
Used equipment sales	2.8		0.7		3.5		7.1		0.4		7.5
Freight revenue	4.6		1.8		6.4		4.6		1.4		6.0
Other	0		(0.4)		(0.4)		0.1		(0.1)		0
Total domestic revenue	134.3		67.1		201.4		158.6		63.1		221.7

Net Sales-International:
Equipment sales	35.6		21.0		56.6		15.6		12.5		28.1

Parts and component sales	8.7		8.2		16.9		5.9		6.8		12.7
Service and equipment installation revenue	0.8		0.3		1.1		0.6		0.5		1.1
Used equipment sales	0		0.4		0.4		0.8		0.2		1.0
Freight revenue	0.7		0.8		1.5		0.3		0.3		0.6
Other	0.1		0		0.1		0.1		0		0.1
Total international revenue	45.9		30.7		76.6		23.3		20.3		43.6
Total net sales	$	180.2	$	97.8	$	278.0	$	181.9	$	83.4	$	265.3

	Six Months Ended June 30, 2021				Six Months Ended June 30, 2020
(in millions)	Infrastructure Solutions		Materials Solutions		Total		Infrastructure Solutions		Materials Solutions		Total
Net Sales-Domestic:
Equipment sales	$	181.6	$	85.4	$	267.0	$	205.2	$	84.6	$	289.8

Parts and component sales	92.5		39.0		131.5		88.5		36.2		124.7
Service and equipment installation revenue	9.7		0.2		9.9		12.9		0.8		13.7
Used equipment sales	5.7		0.7		6.4		14.3		0.4		14.7
Freight revenue	10.2		3.3		13.5		10.6		2.7		13.3
Other	(0.4)		(0.9)		(1.3)		(0.1)		(0.6)		(0.7)
Total domestic revenue	299.3		127.7		427.0		331.4		124.1		455.5

Net Sales-International:
Equipment sales	56.9		33.8		90.7		35.0		26.9		61.9

Parts and component sales	21.8		15.9		37.7		14.2		16.1		30.3
Service and equipment installation revenue	1.8		0.8		2.6		1.5		0.7		2.2
Used equipment sales	0.1		1.2		1.3		1.4		1.0		2.4
Freight revenue	1.5		1.1		2.6		0.9		0.6		1.5
Other	0.3		0.2		0.5		0.1		0.2		0.3
Total international revenue	82.4		53.0		135.4		53.1		45.5		98.6
Total net sales	$	381.7	$	180.7	$	562.4	$	384.5	$	169.6	$	554.1

INDEX

Sales into major geographic regions were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2021		2020		2021		2020
United States	$	201.4	$	221.7	$	427.0	$	455.5
Canada	20.6		12.9		37.9		27.6
Europe	13.9		4.8		24.4		14.2
Australia	12.4		5.5		21.2		11.3
Africa	7.8		4.2		16.1		10.8
Mexico	8.0		0.5		10.4		1.4
Brazil	4.9		6.2		9.1		10.9
South America	4.5		5.0		9.0		9.1
Other	4.5		4.5		7.3		13.3
Total foreign	76.6		43.6		135.4		98.6
Total net sales	$	278.0	$	265.3	$	562.4	$	554.1

As of June 30, 2021, the Company had contract assets of $10.8 million and contract liabilities of $12.7 million, including $2.6 million of deferred revenue related to extended warranties. As of December 31, 2020, the Company had contract assets of $4.3 million and contract liabilities of $8.9 million, including $2.9 million of deferred revenue related to extended warranties.

Note ~~16. Share-Based Compensation~~11. Segment Information

~~Under the Company’s long-term incentive plans, key members~~

The Company has 2 reportable segments, each of ~~management may be issued restricted stock units (“RSUs”) each year~~which comprise sites based upon the ~~financial performance~~nature of the ~~Company~~products or services produced, the type of customer for the products, the similarity of economic characteristics, the manner in which management reviews results and ~~its subsidiaries. The number~~the nature of ~~RSUs granted to employees each year is determined based upon~~ the performance of individual subsidiaries and consolidated financial performance. Generally, for RSUs granted through 2016, 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. Awards granted in 2017 and 2018 will vest at the end of three years from the date of grant or at the time a recipient retires after reaching age 65, if earlier. Awards granted in 2019 and thereafter will vest ratably, at the endproduction process, among other considerations. A brief description of each ~~year from~~segment is as follows:

Infrastructure Solutions – The Infrastructure Solutions segment comprises 12 active sites and designs, engineers, manufactures and markets a complete line of asphalt plants, concrete plants and their related components and ancillary equipment as well as supplying other heavy equipment. The U.S. based sites within the ~~date~~Infrastructure Solutions segment are primarily manufacturing operations while those located internationally market, service and install equipment and provide parts in the regions in which they operate for many of ~~grant, over a three-year period. Awards granted through February 2020 were granted based upon past~~the products produced by all of the Company's manufacturing sites. The primary purchasers of the products produced by this segment are asphalt producers, highway and heavy equipment contractors, ready mix concrete producers, contractors in the construction and demolition recycling markets and domestic and foreign governmental agencies.

Materials Solutions – The Materials Solutions segment comprises 9 active sites and designs and manufactures heavy processing equipment, in addition to servicing and supplying parts for the aggregate, metallic mining, recycling, ports and bulk handling markets. The sites within the Materials Solutions segment are primarily manufacturing operations with the AME and India sites functioning to market, service and install equipment and provide parts in the regions in which they operate for many of the products produced by all of the Company's manufacturing sites. Additionally, the Materials Solutions segment offers consulting and engineering services to provide complete "turnkey" processing systems. The principal purchasers of aggregate processing equipment include distributors, highway and heavy equipment contractors, sand and gravel producers, recycle and crushing contractors, open mine operators, quarry operators, port and inland terminal authorities, power stations and foreign and domestic governmental agencies.

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

The accounting policies of the ~~year. Beginning~~reportable segments are the same as those described in ~~March 2020,~~ the ~~incentive plan was modified~~summary of significant accounting policies. Intersegment sales and transfers between foreign subsidiaries are valued at prices comparable to ~~award a combination of RSUs and Performance Stock Units (“PSUs”) which are granted in March each year based upon performance targets~~those for the next three years, as approved by the Company’s board of directors. 50% percent of the awards granted are time based vesting RSUs and the other 50% percent are performance based awards granted at the plan’s targeted performance. The actual number of PSUs ultimately vesting can vary from 0 to 200% of target, based upon the Company performance. Additional RSUs are granted to the Company’s outside directors under the Company’s Non-Employee Directors Compensation Plan with a one-year vesting period.unrelated parties.

During the six months ended June 30, 2020 and 2019, the grant date fair value of the RSUs granted based upon past performance was $3.2 million and $2.1 million, respectively. During the six months ended June 30, 2020, the grant date fair value of the RSUs granted based upon targeted future performance and granted to our non-employee directors was $6.1 million and $1.0 million, respectively.

The total stock-based compensation expense was $1.6 million and $2.5 million for the three and six months periods ended June 30, 2020, respectively, and $0.5 million and $1.4 million for the three and six month periods ended June 30, 2019, respectively.

2115

INDEX

Segment Information:


	Three Months Ended June 30, 2021								Three Months Ended June 30, 2020
(in millions)	Infrastructure Solutions		Materials Solutions		Corporate		Total		Infrastructure Solutions		Materials Solutions		Corporate		Total
Revenues from external customers	$	180.2	$	97.8	$	0	$	278.0	$	181.9	$	83.4	$	0	$	265.3
Intersegment sales	15.3		10.7		0		26.0		12.4		6.8		0		19.2
Segment profit (loss)	11.8		12.8		(15.9)		8.7		14.2		8.5		(13.6)		9.1

	Six Months Ended June 30, 2021								Six Months Ended June 30, 2020
(in millions)	Infrastructure Solutions		Materials Solutions		Corporate		Total		Infrastructure Solutions		Materials Solutions		Corporate		Total
Revenues from external customers	$	381.7	$	180.7	$	0	$	562.4	$	384.5	$	169.6	$	0	$	554.1
Intersegment sales	25.4		22.8		0		48.2		18.3		15.1		0		33.4
Segment profit (loss)	32.8		19.3		(34.7)		17.4		31.4		14.5		(16.5)		29.4

~~The following table presents~~A reconciliation of total segment profit to the ~~stock plan activity for the six months ended June 30, 2020 for RSUs:~~Company's consolidated totals is as follows:

2020
Units Weighted Average Grant Date Fair Value
Outstanding January 1, 187,646 $ 45.78
Granted 298,725 34.51
Vested (73,228) 49.97
Forfeited (8,316) 43.84
Outstanding, June 30, 404,827 $ 36.75


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2021		2020		2021		2020
Net income attributable to controlling interest
Total profit for reportable segments	$	24.6	$	22.7	$	52.1	$	45.9
Corporate expenses, net	(15.9)		(13.6)		(34.7)		(16.5)
Net loss (income) attributable to noncontrolling interest	0		(0.1)		0		0.1
Recapture of intersegment profit	0.3		0.3		0.3		0.4
Total consolidated net income attributable to controlling interest	$	9.0	$	9.3	$	17.7	$	29.9

Note ~~17.~~12. Restructuring, Impairment and Other ~~Income,~~Asset Charges, Net ~~of Expenses~~

~~Other income, net of expenses for the three and six-month periods ended June 30, 2020 and 2019 are presented below:~~

Three Months Ended
June 30, Six Months Ended
June 30,
(in thousands) 2020 2019 2020 2019
Interest income $ 198 $ 295 $ 418 $ 569
Gain on investments 172 49 107 198
Other 64 28 143 72
Total $ 434 $ 372 $ 668 $ 839

~~Note 18. Derivative Financial Instruments~~

In 2018, the Company made several strategic decisions to divest of underperforming manufacturing sites or product lines, including to close certain of its subsidiaries, close and sell its manufacturing sites and relocate the product lines manufactured at each of these sites to other Company locations; exit the oil, gas and water well product lines; and sell certain assets. These actions, which have subsequently been incorporated into the Company's Simplify, Focus and Grow Strategic Transformation ("SFG") initiative beginning in 2019, generally include facility rationalization, asset impairment, workforce reduction and the associated costs of organizational integration activities. In addition, the Company periodically sells or disposes of its assets in the normal course of its business operations as they are no longer needed or used and may incur gains or losses on these disposals. Certain of the costs associated with these decisions are separately identified as restructuring. The Company is exposed to certain risks related 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 instruments is recordedreports asset impairment charges and gains or losses on the ~~Company’s unaudited condensed consolidated balance sheets~~sales of property and ~~is adjusted to fair value at each measurement date. The changes~~equipment collectively, with restructuring charges in ~~fair value are recognized~~"Restructuring, impairment and other asset charges, net" in the ~~accompanying unaudited condensed consolidated statements~~Consolidated Statements of income in the current period. The Company does not engage in speculative transactions nor does it hold or issue financial instruments for trading purposes. The average U.S. dollar equivalent notional amount of outstanding foreign currency exchange contracts was $8.7 million during the six-month period ended June 30, 2020. The Company reported $0.4 million of derivative liabilities in other current liabilities at June 30, 2020. At December 31, 2019, the Company reported $4 thousand of derivative assets in other current assets and $49 thousand of derivative liabilities in other current liabilities. The Company recognized, as a component of cost of sales, a net loss of $837 thousand and a net gain of $62 thousand on the changes in fair value of derivative financial instruments in the three-month periods ended June 30, 2020 and 2019, respectively. The Company recognized, as a component of cost of sales, net gain of $1.0 million and net loss of $14 thousand on the changes in fair value of derivative financial instruments in the six-month periods ended June 30, 2020 and 2019, respectively. There were no derivatives that were designated as hedges at June 30, 2020.

Operations.

2216

INDEX

~~Note 19.~~ Restructuring, ~~and Asset Impairment Charges~~

~~Restructuring and~~ asset impairment charges ~~for~~and the ~~three~~net gain on sale of property and ~~six-month periods ended June 30, 2020~~equipment are presented ~~below (in thousands~~): below:

Three Months Ended
June 30, 2020 Six Months Ended
June 30, 2020
Impairment of a Company plane and costs associated with repairs $ 2,612 $ 2,612
Goodwill impairment related to mobile asphalt equipment operations — 1,646
Closing operations at the Mequon site and moving operations - principally severance 1,389 1,389
Severance pay associated with workforce reductions at multiple sites 742 1,464
Closing operations at the Albuquerque site and moving operations 750 1,093
Final stages of closing AMM operations in Germany 285 285
Abandoned projects and other restructuring charges 216 216
Restructuring and asset impairment charges $ 5,994 $ 8,705


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2021		2020		2021		2020
Restructuring charges:

Costs associated with closing AMM	$	0	$	0.3	$	0	$	0.3
Costs associated with closing Albuquerque	0		0.7		0		1.0
Costs associated with closing Mequon	0.2		1.4		0.6		1.4
Costs associated with closing Enid	0		0		0		0.3
Costs associated with closing Tacoma	0.6		0		1.0		0
Workforce reductions at multiple sites	0		0.8		0		1.3

Total restructuring related charges	0.8		3.2		1.6		4.3

Asset impairment charges:
Goodwill impairment charges	0		0		0		1.6
Airplane impairment charges	0		2.6		0		2.6
Other impairment charges	0.2		0.2		0.2		0.2
Total asset impairment charges	0.2		2.8		0.2		4.4

Gain on sale of property and equipment, net:
Gain on sale of property and equipment, net	(0.2)		0		(0.3)		(0.6)
Total gain on sale of property and equipment, net	(0.2)		0		(0.3)		(0.6)

Restructuring, impairment and other asset charges, net	$	0.8	$	6.0	$	1.5	$	8.1

Restructuring charges by segment are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2021		2020		2021		2020
Infrastructure Solutions	$	0.6	$	1.7	$	1.0	$	2.8
Materials Solutions	0.2		1.4		0.6		1.4
Corporate	0		0.1		0		0.1
Total restructuring related charges	$	0.8	$	3.2	$	1.6	$	4.3

Impairment charges by segment are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2021		2020		2021		2020
Infrastructure Solutions	$	0	$	0	$	0	$	1.6
Materials Solutions	0.2		0.1		0.2		0.1
Corporate	0		2.7		0		2.7
Total impairment charges	$	0.2	$	2.8	$	0.2	$	4.4

The net gain on sale of property and ~~asset impairment charges for the three and six months ended June 30, 2019 were $44 thousand and $556 thousand, respectively.~~equipment by segment are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2021		2020		2021		2020
Infrastructure Solutions	$	(0.1)	$	0	$	(0.2)	$	(0.6)
Materials Solutions	(0.1)		0		(0.1)		0

Total gain on sale of property and equipment, net	$	(0.2)	$	0	$	(0.3)	$	(0.6)

Restructuring charges accrued, but not paid, were ~~$2.2~~$1.6 million and $1.1 million as of June 30, ~~2020. Restructuring costs accrued, but not paid as of~~2021 and December 31, ~~2019 were not significant.~~

~~Note 20. Subsequent Event~~

~~Con-e-Co Acquisition —~~ ~~The Company entered into a Stock Purchase Agreement, dated as of July 20,~~ 2020, by and between Oshkosh Corporation — (“Oshkosh”) for the purchase of the Con-e-Co concrete equipment company in Nebraska for the purchase price of $13.7 million after adjustments and was paid in cash. The purchase was consummated on July 20, 2020. The Company has not yet completed their business combination purchase price analysis. The Company expects goodwill, if any, to be nondeductible for income tax purposes. The results of operations will be included from the date of acquisition.respectively.

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

~~BMH Systems Acquisition —~~ INDEX

In late 2019, the oil and gas drilling product lines produced at the Enid, Oklahoma location were impaired and discontinued. The Company ~~entered into~~incurred $0.3 million in severance related costs during the three months ended March 31, 2020 associated with exiting the oil and gas line of business at Enid. Enid's land and building assets totaling $5.1 million are included in "Assets held for sale" in the Consolidated Balance Sheets at June 30, 2021 and December 31, 2020.

The Company incurred $0.8 million and $1.3 million of severance pay associated with workforce reductions at other of the Company's locations in the three and six month periods ended June 30, 2020, respectively.

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

In June 2020, the Company announced the closing of the Mequon site in order to simplify and consolidate operations. The Mequon facility ceased production operations in August 3,2020. Charges primarily related to inventory relocation and integration activities of $0.2 million and $1.4 million were incurred during the three month periods ended June 30, 2021 and 2020, byrespectively. Charges totaling $0.6 million and ~~between BMH Systems —~~$1.4 million were recognized in the six month periods ended June 30, 2021 and 2020, respectively.

In October 2020, the Company closed a transaction for the ~~purchase~~sale of water well assets of the ~~concrete~~Company's Enid location, which included equipment, ~~company in Montreal, Canada.~~inventories and intangible assets. The purchase price for this transaction was ~~$15.7~~approximately $6.9 million, ~~after~~net of purchase price adjustments completed in January 2021 whereby the Company had an obligation to pay the buyer $1.1 million. This obligation is included in "Other current liabilities" in the Consolidated Balance Sheets at December 31, 2020 and was ~~paid~~settled in ~~cash.~~the first quarter of 2021.

In January 2021, the Company announced plans to close the Tacoma facility in order to simplify and consolidate operations. The ~~purchase was consummated on August 3, 2020. The Company has not yet completed their business combination purchase price analysis. The Company expects goodwill, if any,~~Tacoma facility is currently expected to cease operations at the end of 2021. Manufacturing and marketing of Tacoma product lines are expected to be ~~nondeductible for~~fully transferred to other facilities within the Infrastructure Solutions segment by early 2022. In conjunction with this action, the Company recorded $1.0 million of restructuring related charges primarily associated with severance and retention costs during 2021, $0.6 million of which was recorded in the three months ended June 30, 2021.

Note 13. Earnings Per Common Share

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

The ~~results~~following table sets forth a reconciliation of ~~operations will be included from~~ the ~~date~~number of ~~acquisition.~~shares used in the computation of basic and diluted earnings per common share:


	Three Months Ended June 30,		Six Months Ended June 30,
	2021	2020	2021	2020
Denominator:
Denominator for basic earnings per common share	22,742,162	22,583,976	22,688,339	22,567,402
Effect of dilutive securities	175,795	127,047	216,931	147,300
Denominator for diluted earnings per common share	22,917,957	22,711,023	22,905,270	22,714,702

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

Forward-Looking Statements

This Quarterly Report on Form 10-Q, particularly the following discussion and analysis of our results of operations, financial condition and liquidity in this "Management's Discussion and Analysis of Financial Condition and Results of Operations," contains forward-looking statements ~~made pursuant to~~within the ~~safe harbor provisions~~meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other things, income, earnings, cash flows, changes in operations, operating improvements, businesses in which we operate and the United States and global economies. Statements ~~contained anywhere~~ in this Quarterly Report on Form 10-Q that are not ~~limited to~~ historical ~~information~~ are ~~considered forward-looking statements within the meaning of Section 27A~~hereby identified as "forward-looking statements" and may be indicated by words or phrases such as "anticipates," "supports," "plans," "projects," "expects," "believes," "should," "would," "could," "hope," and "forecast," and use of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are sometimes identified by the words “will,” “would,” “should,” “could,” “may,” “believes,” “anticipates,” “intends,” “forecasts” and “expects”future tense and similar expressions. Such forward-looking statements include, without limitation, statements regarding the Company’s expected sales and results of operations during 2020, the Company’s expected capital expenditures in 2020, the ability of the Company to meet its working capital and capital expenditure requirements through August 2021, the amount and impact of any currentwords or future state or federal funding for transportation construction programs, the need for road improvements, the amount and impact of other public sector spending and funding mechanisms, changes in the economic environment as it affects the Company, the Company being called upon to fulfill certain contingencies, the granting of restricted stock units and other incentive awards, changes in interest rates and the impact of such changes on the financial results of the Company, changes in the prices of steel and oil and the impact of such changes generally and on the demand for the Company’s products, customer’s buying decisions, the Company’s business, the ability of the Company to offset future changes in prices in raw materials, the change in the strength of the dollar and the level of the Company’s presence and sales in international markets, the impact that further development of domestic oil and natural gas production capabilities would have on the domestic economy and the Company’s business, the percentage of the Company’s equipment sold directly to end users, the impact of IRS tax regulations, payment of dividends by the Company, the impact of the Company’s efforts to impact its gross margins and inventory levels, the restructuring/relocation of Albuquerque’s operations and the ultimate sale of the Albuquerque facilities, the exiting of Enid’s oil and gas business, the disposal of the related oil and gas inventory, the marketing for sale of Enid’s production facilities and remaining water well line of business, the closure of the Mequon location and associated efficiencies, the possibility of future goodwill impairment charges, the ultimate outcome of the Company’s current claims and legal proceedings and the continued impact of the novel coronavirus (“COVID-19”) pandemic on the Company’s business and global demand for the Company's products.phrases.

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

The ~~risks~~financial condition, results of operations and ~~uncertainties identified herein under~~cash flows discussed in this Management's Discussion and Analysis of Financial Condition and Results of Operations are those of Astec Industries, Inc. and its consolidated subsidiaries, collectively, the ~~caption “Item 1A. Risk Factors”~~"Company," "Astec," "we," "our" or "us." The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and related notes included in Item 1 of Part III of this Quarterly Report ~~elsewhere herein~~on Form 10-Q and with our audited consolidated financial statements and related notes included in ~~other documents filed by the Company with the Securities and Exchange Commission, including the Company’s~~ our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020. The financial position, results of operations, cash flows and other information included herein are not necessarily indicative of the ~~Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, should~~financial position, results of operations and cash flows that may be ~~carefully considered when evaluating the Company’s business and~~expected in future ~~prospects.~~periods.

Overview

~~The Company is a leading manufacturer and seller of equipment for the road building, aggregate processing, geothermal, water, oil and gas, and wood processing industries. The Company’s businesses:~~

•We design, engineer, manufacture and market equipment and components used primarily in road building and related construction activities, as well as certain other products. Our products are used in each phase of road building, ~~including mining,~~from quarrying and crushing the aggregate ~~mobile bulk~~to application of the road surface for both asphalt and ~~material handling solutions, producing asphalt or concrete, recycling old asphalt or concrete and applying the asphalt;~~

•~~design, engineer,~~concrete. We also manufacture ~~and market additional~~certain equipment and components unrelated to road construction, including equipment for ~~geothermal drilling,~~the mining, quarrying, construction and demolition industries and port and rail yard operators; industrial heat transfer ~~wood chipping and grinding,~~equipment; commercial whole-tree pulpwood chippers; horizontal grinders; blower trucks; commercial and industrial ~~burners,~~burners; and combustion control ~~systems; and~~systems.

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

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

Executive Summary

Highlights of our financial results for the three months ended June 30, 2021 as compared to the same period of the prior year include the following:

•Net sales were $278.0 million, an increase of 4.8%

•Gross profit was $67.0 million, an increase of 12.4%

•Income from operations increased $0.3 million to $11.2 million

•Net income attributable to Astec decreased to $9.0 million, or 3.2%

•Diluted earnings per share were $0.39, a decrease of 4.9%

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~~The Company,~~Significant Items Impacting Operations in 2021

COVID-19 Pandemic – Our top priority continues to be protecting our employees and their families, our customers and suppliers and our operations from any adverse impacts by taking precautionary measures as directed by health authorities and local governments. We continually monitor the markets in which we ~~refer to it herein, consists of a total of 25 companies that are consolidated in our consolidated financial statements. The companies include manufacturing companies, companies that~~ operate ~~as dealers~~ for the ~~manufacturing companies, a captive insurance company~~effects of COVID-19 and the ~~parent company. During~~related actions of governments and other authorities to contain COVID-19 and while our manufacturing and business operations have remained fully operational during the first ~~quarter~~half of ~~2020, the Company completed~~2021, there continues to be an ~~internal reorganization~~effect on our results of ~~its reportable segments from three to two reportable segments (plus Corporate)~~operations, financial position and ~~such segments are organized, operated and managed based on the products and services offered~~cash flows driven by ~~the business units included in each segment.~~

Amounts previously reported under the previous segment structure have been restated to conform to the new segment structure. Additionally, in both internal and external communications, the Company is transitioning references to each individual business unit by a name associated with its location, as compared to previous references to the subsidiary company names. A brief description of each segment is as follows:

~~Infrastructure Solutions~~ - The Infrastructure Solutions segment, also referred to herein as the Infrastructure Solutions Group, is comprised of 13 business units. These business units include Astec, Inc. (“CHA-Jerome Ave”), Roadtec, Inc. (“CHA-Manufacturers Rd”), Carlson Paving Products, Inc. (“Tacoma”), Heatec, Inc. (“CHA-Wilson Rd”), CEI Enterprises, Inc. (“Albuquerque”), GEFCO, Inc. (“Enid”), Peterson Pacific Corp. (“EUG-Airport Rd”), Power Flame Incorporated (“Parsons”), RexCon, Inc. (“Burlington”), Astec Mobile Machinery GmbH (“AMM”), Astec Australia Pty Ltd (“Australia”), Astec LatAm (“LatAm"), and Astec Thailand (“Thailand”). Products designed, engineered, manufactured and marketed by this group include a complete line of asphalt plants and their related components, asphalt pavers, screeds, milling machines, material transfer vehicles, stabilizers and related ancillary equipment, concrete plants, water well drilling rigs, wood chippers, wood grinders, heaters, commercial burners and industrial burners. The principal purchaserscontributory effects of the ~~segment’s products are asphalt producers, highway~~pandemic such as material price increases and ~~heavy equipment contractors, foreign~~labor shortages.

The COVID-19 pandemic may continue to negatively disrupt our business and ~~domestic governmental agencies, processors~~results of ~~oil, gas and biomass for energy production, ready mix concrete producers and contractors~~operations in the ~~construction~~future. The full extent of the COVID-19 pandemic on our operations and ~~demolition recycling markets.~~the markets we serve remains uncertain. Developments are constantly evolving and cannot be accurately predicted.

Closure of Tacoma Facility– In ~~2018, the Company decided~~January 2021, we announced plans to close our Tacoma facility in order to simplify and consolidate operations. We expect the Tacoma facility to cease operations at ~~AMM, located in Germany, and its land and buildings were sold in January 2020. In late 2019,~~ the ~~Company announced the closing~~end of ~~its Albuquerque site due to market conditions and underutilization of the manufacturing facility. Responsibilities for manufacturing~~2021. Manufacturing and marketing of ~~Albuquerque~~Tacoma product lines ~~were~~are expected to be fully transferred to other ~~Company~~ facilities within the Infrastructure Solutions segment by early 2022.

Simplify, Focus and Grow Strategic Transformation ("SFG") – Beginning in late 2019, we initiated a strategic transformation initiative focused on implementing new business strategies and ~~early 2020. The Albuquerque site was closed as~~a new operating structure. This transformation is concentrated on aligning our operations under the OneASTEC business model with the strategic pillars of ~~March 31, 2020~~Simplify, Focus and ~~its land~~Grow. SFG is an ongoing, multi-year program with the primary goals of optimizing our manufacturing footprint and ~~buildings~~centralizing our business into common platforms and operating models to reduce complexity and cost, improve productivity and embed continuous improvement in our processes. These efforts are ~~currently accounted for as held for sale. In late 2019, the Company impaired~~considered critical to enabling us to operate competitively and discontinued Enid’s oil and gas product lines and is in the process of disposing of the related oil and gas inventory. The Company is also currently marketing its Enid production facilities and remaining water well line of business for sale.

~~Materials Solutions~~ ~~– The Materials Solutions segment, also referred to herein as the Materials Solutions Group is comprised of 10 business units~~supporting future growth, which are ~~focused on designing~~expected to broadly benefit our customers, partners, employees and manufacturing heavy processing equipment, as well as servicing and supplying parts for the aggregate, metallic mining, recycling, ports and bulk handling markets. These business units are Telsmith, Inc. (“Mequon”), Kolberg-Pioneer, Inc. (“Yankton”), Astec Mobile Screens, Inc. (“Sterling”), Johnson Crushers International, Inc. (“EUG-Franklin Blvd”), Breaker Technology Ltd/Breaker Technology, Inc. (“Thornbury”), Osborn Engineered Products, SA (Pty) Ltd (“Johannesburg”), Astec do Brasil Fabricacao de Equipamentos Ltda. (“Belo Horizonte”), Telestack Limited (“Omagh”), Astec India (“India”) and Astec AME (“AME”). The principal purchasers of products produced by this group are distributors, open mine operators, quarry operators, port and inland terminal operators, highway and heavy equipment contractors and foreign and domestic governmental agencies. The Company is currently in the process of closing its Mequon site and relocating those operations to other business units.shareholders.

~~Corporate~~
~~- This category consists~~

During 2019 and 2020, we consolidated certain of ~~business units that do not meet the requirements for separate disclosure~~our sites as ~~an operating segment or inclusion~~a key part of these initiatives. In addition, we have one additional site consolidation underway in ~~one of the other reporting segments~~2021. Site consolidation costs including headcount reductions, inventory movement and includes the Company’s parent company and Astec Insurance Company (“Astec Insurance”), a captive insurance company. Certain start-up costs related to foreign sales offices are also included in Corporate’s operating results. The Company evaluates performance and allocates resources to its operating segments based on profit or loss from operations before U.S. federal income taxes, state deferred taxes and corporate overhead and, thus, thesefacility shut-down costs are included in "Restructuring, impairment and other asset charges, net" in the ~~Corporate category.~~Consolidated Statements of Operations.

In addition, in late 2020 we launched a multi-year phased implementation of a standardized enterprise resource planning ("ERP") system across our global organization, which will replace much of our existing disparate core financial systems. The ~~Company’s~~upgraded ERP will initially convert our internal operations, manufacturing, finance, human capital resources management and customer relationship systems to cloud-based platforms. This new ERP system will provide for standardized processes and integrated technology solutions that enable us to better leverage automation and process efficiency. An implementation of this scale is a major financial undertaking and will require substantial time and attention of management and key employees. Costs incurred, during the three and six months ended June 30, 2021, were $2.1 million and $5.3 million, respectively, which represent costs directly associated with the SFG initiative and which cannot be capitalized in accordance with U.S. GAAP. These costs are included in "Selling, general and administrative expenses" in the Consolidated Statements of Operations.

Industry and Business Condition

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

We ended 2020 with a strong backlog of orders, which grew during the first half of 2021 across our global organization as well as in both the Infrastructure Solutions and Materials Solutions segments. The backlog of orders as of June 30, 2021 was $436.1 million compared to $181.9 million as of June 30, 2020, an increase of $254.2 million or 139.7%. Increased orders were driven by pent-up demand after COVID-19 uncertainty in 2020 and slower production cycles due to manufacturing labor shortages. In addition, we are experiencing increased lead times for certain production materials, parts and supplies, which may impact our ability to satisfy the orders in our backlog in a manner that meets the timelines of our customers.

Federal funding provides a significant portion of all highway, street, roadway and parking construction in the United States. ~~The Company believes~~We believe that federal highway funding influences the purchasing decisions of ~~the Company’s~~our customers, who are typically more ~~comfortable~~amenable to making capital equipment purchases with long-term federal legislation in place.

~~INDEX~~

Federal transportation funding ~~operated on short-term appropriations until December 4, 2015 when~~under the Fixing ~~America’s~~America's Surface Transportation Act (“("FAST ~~Act”~~Act"), which was ~~signed into law. The $305 billion FAST Act approved funding for highways of approximately $205 billion and transit projects of approximately $48 billion for the five-year period ending~~set to expire on September 30, ~~2020.~~

~~The Company believes~~2020, was temporarily extended for one year through September 30, 2021. We believe a multi-year highway program (such as the FAST Act) will have the greatest positive impact on the road construction industry and ~~allows its~~allow our customers to plan and execute longer-term projects. ~~Given~~While the Biden administration has recently proposed an infrastructure plan with meaningful funding for transportation-related projects, given the inherent uncertainty in the political process, the level of governmental funding for federal highway projects will similarly continue to be uncertain. Since elected in late 2016, the current executive branch of the federal government has stressed that one of its priorities is a new infrastructure bill including increased funding for roads, bridges, tunnels, airports, railroads, ports and waterways, pipelines, clean water infrastructure, energy infrastructure and telecommunication needs. Governmental funding that is committed or earmarked for federal highway projects is always subject to repeal or reduction. Although continued funding under the FAST Act or funding of a bill passed by the ~~new~~current administration is expected, it may be at lower levels than originally approved or anticipated. In addition, Congress could pass legislation in future sessions that would allow for diversion of previously appropriated highway funds for other purposes, or it could restrict funding of infrastructure projects unless states comply with certain federal policies. The level of future federal highway construction is uncertain and any future funding may be at levels lower than those currently approved or that have been approved in the past.

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 greater than amounts approved to date, and funding mechanisms such as the federal usage fee per gallon of gasoline, which is still at the 1993 level of 18.4 cents per gallon, 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 liquid asphalt, the price of oil and natural gas, and the price of steel may each affect the Company’s financial performance. Economic downturns 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 also typically negatively impact customers’ attitudes toward purchasing equipment. The Federal Reserve has maintained historically low interest rates in response to the economic downturn which began in 2009 with several rate adjustments (both up and down) in recent years. The current Federal Funds Rate is considered in the historically low range and future rate changes may occur.

Significant portions of ~~the Company’s~~our revenues from the Infrastructure Solutions ~~Group~~segment relate to the sale of equipment involved in the production, handling, recycling or application of asphalt mix. Liquid asphalt is a by-product of oil refining. An increase or decrease in the price of oil

INDEX

impacts the cost of asphalt, which is likely to alter demand for asphalt and therefore ~~affects~~affect demand for certain ~~Company~~of our products. While increasing oil prices may have a negative financial impact on many of ~~the Company’s~~our customers, ~~the Company’s~~our equipment can use a significant amount of recycled asphalt pavement, thereby partially mitigating the effect of increased oil prices on the final cost of asphalt for the customer. ~~The Company continues~~We continue to develop products and initiatives to reduce the amount of oil and related products required to produce asphalt. ~~Oil~~While the first half of 2021 brought increased oil prices, its price volatility makes it difficult to predict the costs of oil-based products used in road construction such as liquid asphalt and gasoline. ~~While current oil prices are at recent record lows, oil~~Oil prices have routinely fluctuated in recent years and are expected to continue to fluctuate in the future. ~~Minor fluctuations in~~During the first half of 2021, oil prices ~~should not~~ have ~~a significant impact on customers’ buying decisions. Other factors such as political uncertainty~~increased and we expect that with increasing demand from the rebound of industrial activity after the slowdown experienced in oil producing countries, interruptions in oil production due to disasters, whether natural or man-made, or other economic factors could significantly impact oil prices, which could negatively impact demand for the Company’s products. The Company believes the continued funding of the FAST Act federal highway bill passed in December 2015, together2020 with the ~~prospect~~COVID-19 pandemic that prices will continue to increase through the remainder of ~~potential replacement funding, have a greater potential to impact the buying decisions of the Company’s customers than does the fluctuation of oil prices in 2020 and~~ 2021.

Contrary to the impact of oil prices on many of the asphalt related Infrastructure Solutions Group products as discussed above, other products manufactured by the Company, which are used in heaters for refineries and oil sands, would benefit from higher oil and natural gas prices, to the extent that such higher prices lead to increased development in the oil and natural gas production industries. The Company believes further development of domestic oil and natural gas production capabilities is needed and would positively impact demand for the Company’s oil and gas related products.

~~INDEX~~

Steel is a major component of our equipment. With a drop in supply, similar to oil, steel prices began increasing in the ~~Company’s equipment. Steel prices declined during the second quarter~~latter part of 2020, ~~due to~~continuing throughout the ~~unprecedented fall in demand as~~first half of 2021 and into Q3. As a result, we have experienced a rising cost of steel throughout 2021. We anticipate the ~~effects~~steel demand will remain strong through the remainder of COVID-19. Mills responded by adjusting their production capacity to meet lower demand. Prices remained stable at these lower levels as supply was balanced to demand. Steel outlook is expected to remain stable during the third quarter of 2020 with no change to demand drivers. The Company will2021 driving continued price inflation. In response, we continue to utilize ~~forward looking~~strategies that include forward-looking contracts ~~when it deems conditions are appropriate (with no minimum or specified quantity guarantees)~~and advanced steel purchases to ensure supply and minimize the impact of price volatility. Constraints on the supply of steel may also put pressure on the availability of other components such as engines.

We actively manage our global supply chain for any ~~price increases.~~identified constraints and volatility. Challenges related to our supply chain, including potential labor shortages at our vendors and logistics partners, have led to increased lead times for certain components used in our manufacturing processes. We cannot estimate the full impact that any future disruptions might have on our operations. We will continue to monitor ~~trends in steel prices in 2020~~potential future supply costs and ~~establish future contract pricing accordingly.~~

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 dealers that produce and sell similar products. From 2010 through mid-2012, a weak U.S. dollar, combined with improving economic conditions in certain foreign economies, had a positive impact on the Company’s international sales. The continued strengthened U.S. dollar since mid-2012, including significant strengthening in 2020, has negatively impacted pricing in certain foreign markets the Company serves. The Company expects the U.S. dollar to remain strong in the near term relative to most foreign currencies. Domestic interest rates rising in the future or weakening economic conditions abroad could cause the U.S. dollar to further strengthen, which could negatively impact the Company’s international sales.

~~In the United States and internationally, the Company’s equipment is marketed directly to customers as well as through dealers. During 2019, approximately 60%of the Company’s sales were to the end user. The Company expects this ratio to be between 60% and 70% for 2020.~~

As mentioned above, the Company has recently transitioned from a decentralized management structure to a matrix organizational management structure with major directives and decisions being made at the segment and/or parent company level. Subsidiary president positions, with responsibility for the performance of all aspects of their local company, have been eliminated. Performance is now evaluated at the consolidated and separate segment levels. Performance of individual subsidiaries/sites is the responsibility of segment senior managers and segment functional team leaders under their direction. Senior finance, insurance, legal, shareholder relations, corporate accounting and other corporate matters are primarily managed at the Corporate level (i.e., Astec Industries, Inc., the parent company). Standard accounting procedures are prescribed and followed in all reporting.

The Company’s current profit sharing plans allow corporate officers and other key management participants the opportunity to earn profit sharing incentives based upon the Company’s and/or the individual group’s working capital turnover, adjusted EBITDA margin and safety. Executive and senior leadership team members, when calculated at targeted performance, are between 15% and 100% of their base salary, depending upon their responsibilities, and the plans allow for awards of up to double the target incentive compensation for executive team members. Other salaried employees have the ability to earn profit sharing incentives of up to 5% of their annual salary and non-union hourly employees can earn between $0 and $750 each.

The Company’s current long-term incentive plans allow corporate officers and other key management participants to be awarded a 50/50 combination of service awards, Restricted Stock Units (“RSUs”), and performance awards, Performance Stock Units (“PSU”). Service awards are granted at target performance and vest in three equal annual installments beginning on the first anniversary of the grant date, subject to continued employment. Performance awards are granted at target performance, and are earned based upon the achievement of two equally rated performance metrics (return on invested capital (“ROIC”) and total shareholder return (“TSR”)). Total awards range from 20% to 150% of participants’ annual salaries at target and participants may earn up to 200% of their PSU award.

During 2018 through mid-2019, the Company retained the services of a specialized consulting firm to assist with the accumulation of company-wide purchasing data including a system for maintaining the data for management to utilize in negotiations with suppliers or potential suppliers in order to obtain reduced prices on raw materials and equipment components purchased. The Company expects the results of these efforts to positively impact its gross margins for the remainder of 2020 and thereafter.

availability.

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

Whenever possible, we attempt to cover increased costs of production by adjusting the prices of our products. Since backlog fulfillment times can be as long as twelve months from the contracted sale, we have limitations on our ability to pass on cost increases to our customers on a short-term basis. In addition, the markets we serve are competitive in nature, and competition limits our ability to pass through cost increases in many cases. We strive to minimize the effect of inflation through cost reductions and improved manufacturing efficiencies.

~~INDEX~~

Results of Operations

~~Impact of COVID-19~~

The COVID-19 outbreak has caused significant disruptions to national and global economies. Our U.S. based businesses are designated as “Critical Manufacturing” infrastructure companies by the U.S. Department of Homeland Security and, as such, have remained open. Two of our foreign operations in the Materials Solutions Group, located in Northern Ireland and South Africa, as dictated by their local governments, temporarily ceased manufacturing activities in late March 2020. The South Africa site reopened on May 4, 2020 and the Northern Ireland facility reopened on May 11, 2020. The Company's top priority is to protect its employees and their families, its customers and suppliers and its operations from any adverse impacts by taking precautionary measures as directed by health authorities and local governments. In early March 2020, the Company formed a COVID-19 task force, which continually monitors information from government agencies, our sites, customers, suppliers and other sources. The Company has enacted several policies to combat the spread of the virus and keep our employees and visitors safe, including work at home initiatives, limits on employee travel, visitors policies, cleaning and disinfecting procedures and mandated temperature checks for visitors and employees. We are utilizing technology to hold meetings virtually as business permits. During the second quarter of 2020, the impact on our sales and financial results was largely driven by the international site closures due to COVID-19. No significant additional costs to our business were identified in the second quarter of 2020. Determining the extent of variances and fluctuations from COVID-19 has been difficult because there have been no easily discernible trends or patterns to our business. However, we expect an increase in the impact from COVID-19 to our business in the third quarter and possibly thereafter. While we expect this situation to be temporary, any longer-term impact to our business is currently unknown due to the uncertainty around the outbreak’s duration and its broader impact. As part of our strategic planning, management has prepared several fluid business models including specific actions to take in the future, depending on the magnitude of the virus on our business levels. The Company’s strong balance sheet, including $119.8 million of cash on hand, no borrowings under its domestic $150.0 million bank line of credit, only $1.5 million of debt outstanding on its foreign banking arrangements and $25.7 million of cash received (included in cash on hand) from the U.S. tax refund request filed due to changes in net operating loss (“NOL”) carryback rules under the Coronavirus Aid, Relief and Economic Security (“CARES”) Act, will aid the Company in withstanding possible future negative impacts of COVID-19. As discussed elsewhere in this report, as part of the Company’s management transition from a decentralized management model to a matrix organizational management structure, the Company has taken numerous steps to increase the efficiency in its operations. While COVID-19 did not have a material impact on the Company’s second quarter 2020 operations, management has prepared several scenarios of possible future impacts and related costs and cash savings action steps to take as the circumstances dictate. See the Liquidity and Capital Resources section below for addition information concerning the Company’s liquidity.

~~Restructuring Charges~~

~~Restructuring and asset impairment charges for the three and six-month periods ended June 30, 2020 are presented below (in thousands~~): Net Sales

~~INDEX~~

~~Net Sales~~

Net sales for the second quarter of ~~2020~~2021 were ~~$265.3~~$278.0 million compared to ~~$304.8~~$265.3 million for the second quarter of ~~2019, a decrease~~2020, an increase of ~~$39.5~~$12.7 million or ~~13.0%~~4.8%. ~~Sales are generated~~The increase in net sales was primarily from new equipment and parts sales to domestic and international customers. Sales decreased in both the Infrastructure Solutions and Material Solutions Groups. The decrease of sales in the Infrastructure Solutions Group was driven by ~~the non-recurring Georgia Pellet Plant sale in the second quarter~~$14.6 million of ~~2019 for $20.0 million. The decrease~~net incremental sales from acquired businesses and $11.7 million of ~~sales in the Material Solutions Group was driven by COVID-19 plant shutdowns, as well as lower sales related to its crushing~~higher parts and ~~screening projects. Domestic~~component sales. These increases were partially offset by: (i) reduced sales for the second quarter of 2020 as compared to the second quarter of 2019 declined by 10.0%. International sales in the second quarter of 2020 decreased 25.3% as compared to the second quarter of 2019, driven by COVID-19 related business disruptions, as well as the impact from the ~~strong U.S. dollar causing Company products that are produced in the United States to be more expensive.~~exit of our Enid oil and gas drilling product lines of $5.3 million, (ii) lower used equipment sales of $4.3 million, (iii) $2.6 million of lower service sales and (iv) lower equipment sales of $2.1 million. Sales reported by ~~the Company’s~~our foreign subsidiaries in U.S. dollars for the second quarter of ~~2020~~2021 would have been ~~$4.1~~$6.5 million ~~higher~~lower had second quarter ~~2020~~2021 foreign exchange rates been the same as second quarter ~~2019~~2020 rates.

Net sales for the first six months of ~~2020~~2021 were ~~$554.1~~$562.4 million compared to ~~$630.6~~$554.1 million for the first six months of ~~2019, a decrease~~2020, an increase of ~~$76.4~~$8.3 million or ~~12.1%~~1.5%. ~~Sales are generated~~The increase in net sales was primarily from new equipment and parts sales to domestic and international customers. Sales decreased in both the Infrastructure Solutions and Material Solutions Groups. The decrease in sales for the Infrastructure Solutions Group was driven by ~~the non-recurring Georgia Pellet Plant sale in the second quarter~~$29.9 million of ~~2019 for $20.0~~net incremental sales from acquired businesses and $11.9 million ~~as well as a lower order backlog entering the first quarter~~ of ~~2020 compared to the first quarter of 2019. The decrease in~~higher parts and component sales. These increases were partially offset by: (i) reduced sales for the Material Solutions Group was driven by COVID-19 plant shutdowns, as well as lower sales related to its crushing and screening projects. Domestic sales for the first six months of 2020 as compared to the first six months of 2019 declined by 10.5%. International sales in the first six months of 2020 decreased 18.8% as compared to the first six months of 2019, driven by COVID-19 related business disruptions, as well as the impact from the ~~strong U.S. dollar causing Company products produced in the United States to be more expensive.~~exit of our Enid oil and gas drilling product lines of $14.8 million, (ii) lower equipment sales of $8.6 million, (iii) lower used equipment sales of $6.7 million and (iv) $3.3 million of lower service sales. Sales reported by ~~the Company’s~~our foreign subsidiaries in U.S. dollars for the first six months of ~~2020~~2021 would have been ~~$6.9~~$8.7 million ~~higher~~lower had first six months of ~~2020~~2021 foreign exchange rates been the same as first six months of ~~2019~~2020 rates.

Domestic sales for the second quarter of ~~2020~~2021 were ~~$221.5~~$201.4 million or ~~83.5%~~72.4% of consolidated net sales compared to ~~$246.2~~$221.7 million or ~~80.8%~~83.6% of consolidated net sales for the second quarter of ~~2019,~~2020, a decrease of ~~$24.7~~$20.3 million or ~~10.0%~~9.2%. Domestic sales ~~for~~decreased primarily due to: (i) lower equipment sales of $27.5 million largely due to lower production throughput from labor shortages and supply chain constraints, (ii) reduced sales from the ~~second quarter~~exit of ~~2020 as compared to the second quarter~~our Enid oil and gas drilling product lines of ~~2019 decreased~~$5.1 million, (iii) lower used equipment sales of $3.7 million and (iv) reduced service sales of $2.6 million. These decreases were partially offset by ~~$18.4~~net incremental sales of $11.3 million ~~in the Infrastructure Solutions Group~~from acquired businesses and ~~$6.3~~$7.6 million ~~in the Materials Solutions Group.~~of higher parts and components sales.

Domestic sales for the first six months of ~~2020~~2021 were ~~$455.4~~$427.0 million or ~~82.2%~~75.9% of consolidated net sales compared to ~~$509.0~~$455.5 million or ~~80.7%~~82.2% of consolidated net sales for the first six months of ~~2019,~~2020, a decrease of ~~$53.6~~$28.5 million or ~~10.5%~~6.3%. Domestic sales ~~for~~decreased primarily due to: (i) lower equipment sales of $31.7 million largely due to lower production throughput from labor shortages and supply chain constraints, (ii) reduced sales from the ~~first six months~~exit of ~~2020 as compared to the first six months~~our Enid oil and gas drilling product lines of ~~2019 decreased~~$14.2 million, (iii) lower used equipment sales of $5.6 million and (iv) reduced service sales of $3.7 million. These decreases were partially offset by ~~$32.7~~net incremental sales of $23.1 million ~~in the Infrastructure Solutions Group~~from acquired businesses and ~~$21.0~~$4.8 million ~~in the Materials Solutions Group.~~of higher parts and components sales.

INDEX

International sales for the second quarter of ~~2020~~2021 were ~~$43.8~~$76.6 million or ~~16.5%~~27.6% of consolidated net sales compared to ~~$58.6~~$43.6 million or ~~19.2%~~16.4% of consolidated net sales for the second quarter of ~~2019, a decrease~~2020, an increase of ~~$14.8~~$33.0 million or ~~25.3%~~75.7%. International sales ~~for the second quarter~~increased primarily due to: (i) higher equipment sales of ~~2020 as compared to the second quarter of 2019 increased $2.3~~$25.5 million mainly from COVID-19 related temporary site closures in the ~~Infrastructure Solutions Group~~prior year, (ii) $4.1 million of higher parts and ~~decreased $17.1~~components sales and (iii) net incremental sales of $3.3 million in the Materials Solutions Group. Decreases in international sales in Canada, Australia, Africa, Europe, Central America, Asia and the West Indies were partially offset by increases in sales in South America, Japan & Korea and the Middle East.from acquired businesses.

International sales for the first six months of ~~2020~~2021 were ~~$98.7~~$135.4 million or ~~17.8%~~24.1% of consolidated net sales compared to ~~$121.5~~$98.6 million or ~~19.3%~~17.8% of consolidated net sales for the first six months of ~~2019, a decrease~~2020, an increase of ~~$22.8~~$36.8 million or ~~18.8%~~37.3%. International sales ~~for the first six months~~increased primarily due to: (i) higher equipment sales of ~~2020 as compared to the first six months of 2019 decreased $0.1~~$23.1 million mainly from COVID-19 related temporary site closures in the ~~Infrastructure Solutions Group~~prior year, (ii) $7.1 million of higher parts and ~~$22.7~~components sales and (iii) net incremental sales of $6.8 million in the Materials Solutions Group. Decreases in international sales in Canada, Australia, Africa, Europe, Central America and Asia were partially offset by increases in sales in South America, China, Japan & Korea, the West Indies and the Middle East.from acquired businesses.

~~Parts sales for the second quarter of 2020 were $66.4~~

Gross Profit

Consolidated gross profit increased $7.4 million ~~compared~~or 12.4% to ~~$74.1~~$67.0 million for the second quarter of ~~2019, a decrease of $7.7 million or 10.4%. Parts sales as a percentage of net sales increased 70 basis points to 25.0% in the second quarter of 2020~~2021 compared ~~to 24.3% in the second quarter of 2019. Parts sales decreased $2.0 million in the Infrastructure Solutions Group and $5.7 million in the Materials Solutions Group.~~

Parts sales for the first six months of 2020 were $155.1 million compared to $166.7 million for the first six months of 2019, a decrease of $11.6 million or 6.9%. Parts sales as a percentage of net sales increased 160 basis points to 28.0% in the first six months of 2020 compared to 26.4% in the first six months of 2019. Parts sales decreased $4.2 million in the Infrastructure Solutions Group and $7.3 million in the Materials Solutions Group.

~~INDEX~~

~~Gross Profit~~

~~Consolidated gross profit decreased $23.7 million or 28.4%~~ to $59.6 million for the second quarter of ~~2020 compared to $83.3 million for the second quarter of 2019.~~2020. Gross profit as a percentage of sales ~~decreased 480~~increased 160 basis points to 24.1% for the second quarter of 2021 compared to 22.5% for the second quarter of 2020 ~~compared to 27.3% for the second quarter of 2019~~ due to ~~the non-recurring Georgia Pellet Plant sale, which resulted~~increased pricing and sales volumes for higher margin products, manufacturing efficiencies and government subsidies received in ~~$20.0 million of gross profit in the second quarter of 2019 as the related inventory values had been written off in 2018.~~an international market.

Consolidated gross profit ~~decreased $26.5~~increased $2.5 million or ~~16.6%~~1.9% to ~~$133.6~~$135.5 million for the first six months of ~~2020~~2021 compared to ~~$160.2~~$133.0 million for the first six months of ~~2019.~~2020. Gross profit as a percentage of sales ~~decreased 130~~remained relatively consistent with an increase of 10 basis points to 24.1% for the first six months of ~~2020~~2021 compared to ~~25.4%~~24.0% for the first six months of 2019 due to the non-recurring Georgia Pellet Plant sale, which resulted in $20.0 million of gross profit in the second quarter of 2019 as the related inventory values had been written off in 2018. This was offset by improved overhead absorption variances driven by restructuring and right-sizing activities which began in late 2019.2020.

Selling, General and Administrative ~~and Engineering~~ Expenses

Selling, general and administrative ~~and engineering~~ expenses ~~decreased $10.0~~increased $10.7 million, or ~~19.0%~~28.7%, to ~~$42.8 million or 16.1% of net sales for the second quarter of 2020, compared to $52.8~~$48.0 million or 17.3% of net sales for the second quarter of ~~2019~~2021, compared to $37.3 million or 14.1% of net sales for the second quarter of 2020 primarily due ~~to reductions~~to: (i) increased costs for centralization and infrastructure efforts associated with our transformation initiatives, (ii) $2.8 million of higher technology and software licensing costs, (iii) $2.4 million of incremental expenses for acquired businesses and (iv) $1.4 million of higher professional services costs. These increases were partially offset by approximately $2.1 million in ~~consulting fees, travel and employee expenses.~~reduced expenses for closed locations.

Selling, general and administrative ~~and engineering~~ expenses ~~decreased $12.0~~increased $12.7 million, or ~~10.8%~~14.6%, to ~~$98.9~~$99.7 million or ~~17.9%~~17.7% of net sales for the first six months of 2021, compared to $87.0 million or 15.7% of net sales for the first six months of 2020 primarily due to: (i) increased costs for centralization and infrastructure efforts associated with our transformation initiatives, (ii) $6.4 million of higher technology and software licensing costs, (iii) $4.6 million of incremental expenses for acquired businesses and (iv) $1.4 million of higher professional services costs. These increases were partially offset by decreases associated with: (i) $6.1 million of reduced expenses for closed locations, (ii) $5.2 million of lower trade show and promotional expenses and (iii) $1.9 million of reduced travel expenses.

INDEX

Restructuring, Impairment and Other Asset Charges, Net

We are in the process of a strategic transformation under which we have completed various restructuring and right-sizing actions. Restructuring, asset impairment charges and the net gain on sale of property and equipment for the three and six month periods ended June 30, 2021 and 2020 are presented below:


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2021		2020		2021		2020
Restructuring charges:

Costs associated with closing AMM	$	—	$	0.3	$	—	$	0.3
Costs associated with closing Albuquerque	—		0.7		—		1.0
Costs associated with closing Mequon	0.2		1.4		0.6		1.4
Costs associated with closing Enid	—		—		—		0.3
Costs associated with closing Tacoma	0.6		—		1.0		—
Workforce reductions at multiple sites	—		0.8		—		1.3

Total restructuring related charges	0.8		3.2		1.6		4.3

Asset impairment charges:
Goodwill impairment charges	—		—		—		1.6
Airplane impairment charges	—		2.6		—		2.6
Other impairment charges	0.2		0.2		0.2		0.2
Total asset impairment charges	0.2		2.8		0.2		4.4

Gain on sale of property and equipment, net:
Gain on sale of property and equipment, net	(0.2)		—		(0.3)		(0.6)
Total gain on sale of property and equipment, net	(0.2)		—		(0.3)		(0.6)

Restructuring, impairment and other asset charges, net	$	0.8	$	6.0	$	1.5	$	8.1

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

Income Tax Provision

The income tax provision for the second quarter of 2021 was $2.3 million compared to ~~$111.0~~an income tax provision of $1.8 million ~~or 17.6%~~for the second quarter of 2020. Our effective income tax rate was 20.4% for the second quarter of 2021 compared to 16.1% for the second quarter of 2020. The tax rate for 2021 was higher compared to 2020 primarily due to primarily due to changes in the relative weighting of jurisdictional income and loss and the limitation on executive compensation deduction partially offset by net ~~sales~~discrete tax benefits related to the release of reserves for uncertain tax positions associated with AMM whose dissolution was completed during the second quarter of 2021.

The income tax provision for the first six months of ~~2019 primarily due~~2021 was $3.2 million compared to ~~reductions in consulting fees, travel and employee expenses.~~

~~Interest Expense~~

~~Interest expense for the second quarter~~income tax benefit of 2020 decreased $0.4 million to $0.1 million from $0.5 million for the second quarter of 2019 due primarily to the Company not having any loans outstanding on the Company’s domestic line of credit in the second quarter of 2020.

~~Interest expense for the first six months of 2020 decreased $0.9 million to $0.2 million from $1.1~~$3.3 million for the first six months of ~~2019 due primarily to the Company not having any loans outstanding on the Company’s domestic line of credit in the second quarter of~~ 2020.

~~Other Income, Net of Expenses~~

~~Other~~ Our effective income ~~net of expenses~~tax rate was ~~$0.4 million for the second quarter of 2020 compared to $0.4 million for the second quarter of 2019.~~

~~Other income, net of expenses was $0.7 million~~15.3% for the first six months of ~~2020~~2021 compared to ~~$0.8 million for the first six months of 2019, a decrease of $0.1 million due primarily to reduced investment earnings.~~

~~Income Tax Expense~~

The Company’s income tax expense for the second quarter of 2020 was $1.9 million compared to income tax expense of $7.0 million for the second quarter of 2019. The Company’s combined effective income tax rate was 16.7% for the second quarter of 2020 compared to 23.1% for the second quarter of 2019. The tax rate for 2020 was lower compared to 2019 due to an increased research and development credit benefit for 2020 in combination with a lower comparative pre-tax book income to 2019, which included the $20.0 million sale of the Georgia Pellet Plant in the second quarter of 2019.

The Company’s income tax benefit for the first six months of 2020 was $3.3 million compared to income tax expense of $10.8 million for the first six months of 2019. The Company’s combined effective income tax rate was (12.4)(12.5)% for the first six months of ~~2020 compared to 22.3% for~~2020. The change in the ~~first six months of 2019. The~~effective tax ~~provision~~rate for the six months ended June 30, ~~2020 includes~~2021 compared to the same period of the prior year is primarily due a net discrete tax benefit of $9.5 million ~~tax benefit~~ resulting from provisions of the Coronavirus Aid, Relief and Economic Security Act ("CARES ~~Act enacted~~Act") in the prior year income tax provision and changes in the relative weighting of jurisdictional income and loss partially offset by the limitation on ~~March 27, 2020.~~executive compensation deduction and a net discrete tax benefit related to the release of reserves for uncertain tax positions associated with AMM. Among other provisions, the CARES Act modified the ~~NOL~~net operating loss ("NOL") carryback provisions, which allowed ~~the Company~~us to carryback ~~its~~our 2018 NOL to prior tax years. This change not only favorably impacted the timing of the NOL benefit, but also increased the tax benefit amount as the federal tax rates in the prior years (35%) were higher than the current federal tax rate (21%).

Backlog

~~INDEX~~

~~Net Income~~

The Company’s net income attributable to controlling interest was $9.3 million for the second quarter of 2020 compared to $23.4 million for the second quarter of 2019, an decrease of $14.1 million or 60.4%, with the main drivers being the non-recurring Georgia Pellet Plant sale, which resulted in $20.0 million of gross margin in the second quarter of 2019 and a $5.9 million increase in restructuring and impairment charges; offset by a decrease in selling, general, administrative and engineering expenses of $10.0. million. Net income attributable to controlling interest per diluted share was $0.41 for the second quarter of 2020 compared to $1.03 for the second quarter of 2019, a decrease of $0.62. Diluted shares outstanding for the quarters ended June 30, 2020 and 2019 were 22,711,000 and 22,667,000, respectively.

The Company’s net income attributable to controlling interest was $29.9 million for the first six months of 2020 compared to $37.7 million for the first six months of 2019, a decrease of $7.7 million or 20.6%, with the main drivers being the non-recurring Georgia Pellet Plant sale, which resulted in $20.0 million of gross margin in the second quarter of 2019 and a $8.1 million increase in restructuring and impairment charges; offset by a decrease in selling, general, administrative and engineering expenses of $12.0 and a decrease of $14.1 million of income tax expense. Net income attributable to controlling interest per diluted share was $1.32 for the first six months of 2020 compared to $1.66 for the first six months of 2019, a decrease of $0.34. Diluted shares outstanding for the six months ended June 30, 2020 and 2019 were 22,714,702 and 22,656,000, respectively.

~~Dividends~~

In February 2013, the Company’s Board of Directors approved a dividend policy pursuant to which the Company began paying a quarterly $0.10 per share dividend on its common stock beginning in the third quarter of 2013. In July 2018, the Company’s Board of Directors approved a revised quarterly dividend of $0.11 per share, a 10% increase. The actual amount of future quarterly dividends, if any, will be based upon the Company’s financial position, results of operations, cash flows, capital requirements and restrictions under the Company’s existing credit agreement, among other factors. The Board retained the power to modify, suspend or cancel the Company’s dividend policy in any manner and at any time it deems necessary or appropriate in the future. The Company paid quarterly dividends of $0.11 per common share to shareholders in the first and second quarter of 2020 and 2019.

~~Backlog~~

The backlog of orders as of June 30, ~~2020~~2021 was ~~$182.0~~$436.1 million compared to ~~$246.1~~$181.9 million as of June 30, ~~2019, a decrease~~2020, an increase of ~~$64.1~~$254.2 million or ~~26.1%~~139.7%. ~~Both domestic~~Domestic and international backlogs ~~decreased $33.2~~increased $210.5 million or ~~20.6%~~164.1% and ~~$30.9~~$43.7 million or ~~36.6%~~81.5%, respectively. The backlog ~~decreased $48.9~~increased $108.5 million to $217.7 million in the Infrastructure Solutions ~~Group~~segment and ~~decreased $15.2~~increased $145.7 million to $218.4 million in the Materials Solutions ~~Group. Lower~~segment. Increased orders were driven by pent-up demand after COVID-19 ~~uncertainty.~~uncertainty in 2020 and slower production cycles due to manufacturing labor shortages and increased lead times for certain production materials, parts and supplies.

~~Employees~~

Due to restructuring plans implemented by the Company in the last quarter of 2019 and the first and second quarters of 2020, including its efforts to increase the efficiencies of its workforce considering current production requirements, the Company reduced its employee headcount 15.6% compared to June 30, 2019 (from 4,183 employees at June 30, 2019 to 3,866 employees at December 31, 2019 to 3,529 at June 30, 2020) and will continue to evaluate future staffing needs as sales and production levels dictate.

INDEX

Segment Net ~~Sales-Quarter~~Sales-Three Months Ended:

Three Months Ended
June 30, 2020
(in millions) 2020 2019 $ Change % Change
Infrastructure Solutions Group $ 181.9 $ 198.0 $ (16.1) (8.1) %
Materials Solutions Group 83.4 106.8 (23.4) (21.9) %


	Three Months Ended June 30,				$ Change		% Change
(in millions)	2021		2020
Infrastructure Solutions	$	180.2	$	181.9	$	(1.7)	(0.9)	%
Materials Solutions	97.8		83.4		14.4		17.3	%

Infrastructure ~~Solutions Group:~~Solutions: Sales in this ~~group~~segment were ~~$181.9~~$180.2 million for the second quarter of ~~2020~~2021 compared to ~~$198.0~~$181.9 million for the same period in ~~2019,~~2020, a decrease of ~~$16.1~~$1.7 million or ~~8.1%. The group’s backlog at the end of the second quarter of 2020 as compared to the end of the second quarter of 2019 decreased $48.9 million or 30.9%~~0.9%. Domestic sales for the Infrastructure Solutions ~~Group~~segment decreased ~~$18.4~~$24.3 million or ~~10.4%~~15.3% for the second quarter of ~~2020~~2021 compared to the same period in ~~2019. The decrease in~~2020 driven by: (i) reduced equipment sales of $27.8 million largely due to lower production throughput from labor shortages and supply chain constraints, (ii) $5.1 million of sales in the ~~Infrastructure Solutions Group was driven~~prior year associated with the exited Enid business, (iii) reduced used equipment sales of $4.0 million and (iv) lower service sales of $2.3 million. These decreases were partially offset by ~~the non-recurring sale~~$11.3 million of ~~the Georgia Pellet Plant in the second quarter~~net incremental sales from acquisitions and $4.0 million of ~~2019 for $20.0 million.~~higher parts and components. International sales for the Infrastructure Solutions ~~Group~~segment increased ~~$2.3~~$22.6 million or ~~10.9%~~97.0% for the second quarter of ~~2020~~2021 compared to the same period in ~~2019~~2020 primarily due to ~~higher~~increased equipment sales of $17.0 million from COVID-19 related business disruptions in ~~Brazil. Parts sales for~~ the ~~Infrastructure Solutions Group decreased 4.5% for the second quarter of 2020 compared to the same period in 2019.~~prior year.

~~INDEX~~

Materials ~~Solutions Group:~~Solutions: Sales in this ~~group~~segment were ~~$83.4~~$97.8 million for the second quarter of ~~2020~~2021 compared to ~~$106.8~~$83.4 million for the same period in ~~2019, a decrease~~2020, an increase of ~~$23.4 million or 21.9%. The group’s backlog at the end of the second quarter of 2020 as compared to the end of the second quarter of 2019 decreased $15.2~~$14.4 million or 17.3%. Domestic sales for the Materials Solutions ~~Group decreased~~segment increased by ~~$6.3~~$4.0 million or ~~9.1%~~6.3% for the second quarter of ~~2020~~2021 compared to the same period in ~~2019 due to lower sales of its crushing~~2020 driven by increased parts and ~~screening projects.~~component sales. International sales for the ~~Material~~Materials Solutions ~~Group decreased $17.1~~segment increased $10.4 million or ~~45.6%~~51.2% for the second quarter of ~~2020~~2021 compared to the same period in ~~2019 due to COVID-19 plant related shutdowns, as well as the impact from the strong U.S. dollar causing the Company's products produced in the United States to be more expensive. Parts~~2020 driven by higher equipment sales, ~~for this group decreased 18.9%~~which increased 68.0% for the second quarter of ~~2020~~2021 compared to the same period in ~~2019.~~2020 related to COVID-19 related temporary site closures in the prior year.

Segment Net Sales-Six Months Ended:

Six Months Ended
June 30, 2020
(in millions) 2020 2019 $ Change % Change
Infrastructure Solutions Group $ 384.5 $ 417.2 $ (32.7) (7.8) %
Materials Solutions Group 169.7 213.4 (43.7) (20.5) %


	Six Months Ended June 30,				$ Change		% Change
(in millions)	2021		2020
Infrastructure Solutions	$	381.7	$	384.5	$	(2.8)	(0.7)	%
Materials Solutions	180.7		169.6		11.1		6.5	%

Infrastructure ~~Solutions Group:~~Solutions: Sales in this ~~group~~segment were ~~$384.5~~$381.7 million for the first six months of ~~2020~~2021 compared to ~~$417.2~~$384.5 million for the same period in ~~2019,~~2020, a decrease of ~~$32.7~~$2.8 million or ~~7.8%~~0.7%. Domestic sales for the Infrastructure Solutions ~~Group~~segment decreased ~~$32.7~~$32.1 million or ~~9.0%~~9.7% for the first six months of ~~2020~~2021 compared to the same period in ~~2019~~2020 driven by: (i) reduced equipment sales of $32.5 million largely due to ~~the non-recurring sale~~lower production throughput from labor shortages and supply chain constraints, (ii) $14.2 million of ~~the Georgia Pellet Plant~~sales in the ~~second quarter~~prior year associated with the exited Enid business, (iii) reduced used equipment sales of ~~2019 for $20.0~~$5.9 million ~~as well as a~~and (iv) lower ~~order backlog entering the first quarter~~service sales of ~~2020 compared to the first quarter~~$3.1 million. These decreases were partially offset by $23.1 million of ~~2019.~~net incremental sales from acquisitions and $2.0 million of higher parts and components. International sales for the Infrastructure Solutions ~~Group decreased $0.1~~segment increased $29.3 million or ~~0.1%~~55.2% for the first six months of ~~2020~~2021 compared to the same period in ~~2019. Parts sales for~~2020 from COVID-19 related business disruptions in the ~~Infrastructure Solutions Group decreased 4.0% for the first six months of 2020 compared to the same period in 2019.~~prior year.

Materials ~~Solutions Group:~~Solutions: Sales in this ~~group~~segment were ~~$169.7~~$180.7 million for the first six months of ~~2020~~2021 compared to ~~$213.4~~$169.6 million for the same period in ~~2019, a decrease~~2020, an increase of ~~$43.7~~$11.1 million or ~~20.5%~~6.5%. Domestic sales for the Materials Solutions ~~Group decreased~~segment increased by ~~$21.0~~$3.6 million or ~~14.5%~~2.9% for the first six months of ~~2020~~2021 compared to the same period in ~~2019,~~2020, which was driven by ~~the lower~~increased parts and component sales of ~~its crushing and screening projects.~~$2.8 million. International sales for the ~~Material~~Materials Solutions ~~Group decreased $22.7~~segment increased $7.5 million or ~~33.3%~~16.5% for the first six months of ~~2020~~2021 compared to the same period in ~~2019~~2020 due to increased equipment sales of $6.9 million related to COVID-19 ~~plant~~ related ~~shutdowns, as well as the impact from the strong U.S. dollar causing the Company's products produced~~temporary site closures in the ~~United States to be more expensive. Parts sales for this group decreased 12.3% for the first six months of 2020 compared to the same period in 2019.~~prior year.

Segment Profit (Loss)~~-Quarter~~-Three Months Ended:

Three Months Ended
June 30, 2020 $ Change % Change
(in millions) 2020 2019
Infrastructure Solutions Group $ 14.2 $ 26.9 $ (12.7) (47.2) %
Materials Solutions Group 8.5 8.5 — — %
Corporate (13.6) (12.6) (1.0) 8.3 %


	Three Months Ended June 30,				$ Change		% Change
(in millions)	2021		2020
Infrastructure Solutions	$	11.8	$	14.2	$	(2.4)	(16.9)	%
Materials Solutions	12.8		8.5		4.3		50.6	%
Corporate	(15.9)		(13.6)		(2.3)		(16.9)	%

Infrastructure Solutions ~~Group:~~segment: Segment profit for the Infrastructure Solutions ~~Group~~segment was ~~$14.2~~$11.8 million for the second quarter of ~~2020~~2021 compared to ~~$26.9~~$14.2 million for the same period in ~~2019,~~2020, a decrease of ~~$12.7~~$2.4 million or ~~47.2%~~16.9%. The decrease in segment profits resulted primarily from ~~a decrease~~increased general and administrative expenses. These decreases in segment profits were partially offset by an increase in gross profit of ~~$19.5~~$1.3 million due to a ~~810~~90 basis point ~~decrease~~increase in gross margins between periods ~~(21.1%~~(22.0% and ~~29.2%~~21.1% for the second quarter of 2021 and 2020, ~~and 2019,~~ respectively). The reduction in gross margin percentage is due to the non-recurring sale of the Georgia Pellet Plant in the second quarter of 2019 for $20.0 million. General and administrative expenses decreased by $0.8 million and selling expenses decreased by $4.0 million driven by increasing efficiencies. The increases were offset by increases in as well as lower net restructuring and other asset ~~impairment~~ charges of ~~$1.8~~$1.2 million.

INDEX

Materials Solutions ~~Group:~~segment: Segment profit for the Materials Solutions ~~Group~~segment was ~~$8.5~~$12.8 million for the second quarter of ~~2020~~2021 compared to $8.5 million for the same period in ~~2019, a decrease~~2020, an increase of ~~$20 thousand~~$4.3 million or ~~0.2%~~50.6%. The ~~decrease~~increase in segment profits between periods resulted from ~~a decrease~~an increase in gross profit of ~~$4.3~~$6.2 million due primarily to ~~decreased sales of $23.4 million between periods. Segment profits were partially offset by~~ a ~~150~~260 basis point increase in gross ~~margins. Segment profits were positively impacted by decreases~~margins and government subsidies received in ~~general and administrative expenses~~an international market combined with decreased restructuring costs of ~~$0.3 million and selling expenses of $3.5 million due to increasing efficiencies.~~$1.2 million.

~~INDEX~~

Corporate: Corporate operations had a loss of $15.9 million for the second quarter of 2021 compared to a loss of $13.6 million for the second quarter of 2020, ~~compared to a loss of $12.6 million for the second quarter of 2019,~~ an increase in expenses of ~~$1,042 thousand~~$2.3 million or ~~8.3%~~16.9%. The increase in expenses ~~were~~was driven by ~~$2.5~~$2.6 million of ~~asset~~airplane impairment ~~$0.7 million of outside services and $0.8 million of SERP compensation expense. This was offset by a decrease of $3.9 million~~charges recorded in ~~income tax expense.~~2020 that did not recur in 2021.

Segment Profit (Loss)-Six Months Ended:

Six Months Ended
June 30, 2020 $ Change % Change
(in millions) 2020 2019
Infrastructure Solutions Group $ 31.4 $ 45.0 $ (13.6) (30.1) %
Materials Solutions Group 14.5 17.2 (2.7) (15.5) %
Corporate (16.5) (25.5) 9.0 (35.1) %


	Six Months Ended June 30,				$ Change		% Change
(in millions)	2021		2020
Infrastructure Solutions	$	32.8	$	31.4	$	1.4	4.5	%
Materials Solutions	19.3		14.5		4.8		33.1	%
Corporate	(34.7)		(16.5)		(18.2)		(110.3)	%

Infrastructure Solutions ~~Group:~~segment: Segment profit for the Infrastructure Solutions ~~Group~~segment was ~~$31.4~~$32.8 million for the first six months of ~~2020~~2021 compared to ~~$45.0~~$31.4 million for the same period in ~~2019, a decrease~~2020, an increase of ~~$13.6~~$1.4 million or ~~30.1%~~4.5%. Segment profits were ~~unfavorably~~favorably impacted by a decrease in restructuring, impairment, and other charges of $3.0 million. This was partially offset by a decrease in gross profit of ~~$17.8~~$2.5 million due to a ~~240~~50 basis point decrease in gross margins between periods ~~(23.7%~~(23.1% and ~~26.1%~~23.6% for the first six months of 2021 and 2020, ~~and 2019,~~ respectively). The reduction in gross margin percentage is due to the non-recurring sale of the Georgia Pellet Plant in the second quarter of 2019 for $20.0 million. Selling expenses decreased by $2.3 million driven by increasing efficiencies. The decreases in selling expenses were offset by increases in general and administrative expenses of $0.4 million and increases in restructuring and asset impairment charges of $4.2 million, including $1.6 of goodwill impairment related to the Company’s mobile asphalt equipment product lines.

Materials Solutions ~~Group:~~segment: Segment profit for the Materials Solutions ~~Group~~segment was ~~$14.5~~$19.3 million for the first six months of ~~2020~~2021 compared to ~~$17.2~~$14.5 million for the same period in ~~2019, a decrease~~2020, an increase of ~~$2.7~~$4.8 million or ~~15.5%~~33.1%. The ~~decrease~~increase in segment profits between periods resulted from ~~a decrease~~an increase in gross profit of ~~$8.8~~$5.2 million due ~~primarily to decreased sales of $43.7 million between periods. Segment profits were positively impacted by an~~a 130 basis point increase ~~of 100 basis points~~ in gross margins ~~between periods. Segment profits were offset by decreases~~inclusive of government subsidies received in ~~general and administrative expenses of $1.4 million and selling expenses of $3.9 million due to right-sizing activities.~~an international market.

Corporate: Corporate operations had a loss of $34.7 million for the first six months of 2021 compared to a loss of $16.5 million for the first six months of 2020, ~~compared to~~an increase in expense of $18.2 million or 110.3%. The increase in expenses was primarily driven by increased costs for centralization and infrastructure efforts associated with our transformation initiatives, including a ~~loss of $25.5~~$1.5 million ~~for~~out-of-period expense recorded during the first ~~six months~~quarter of ~~2019, a favorable change~~2021 for certain vendor hosted software licensing fees for contract costs incurred in the fourth quarter of ~~$9.0~~2020, and $7.7 million ~~or 35.1%, due primarily to reductions in~~of increased income ~~taxes of $13.1 million. This was~~tax expense partially offset by ~~$2.5~~$2.6 million of ~~asset~~airplane impairment ~~and $1.5 million of outside services.~~charges recorded in 2020 that did not recur in 2021.

Liquidity and Capital Resources

~~The Company's~~

Our future cash needs are currently expected to be primarily related to operating activities, inclusive of ongoing transformation initiatives, working capital, strategic acquisitions and capital investments. We estimate that our capital expenditures will be between $15 and $20 million for the year ending December 31, 2021, which may be impacted by general economic, financial or operational changes, including the ongoing impact of COVID-19 and related disruptions on our operating results, competitive, legislative and regulatory factors, among other considerations. Our ability to satisfy our cash requirements depends on our ongoing ability to generate and raise cash. We expect to finance these expenditures using currently available cash balances, internally generated funds and available credit under our credit facilities. Capital expenditures are generally for machinery, equipment and facilities used in the production of our various products. We believe that our current working capital, cash flows generated from future operations and available capacity under our credit facility will be sufficient to meet working capital and capital expenditure requirements for at least the next 12 months.

Our primary sources of liquidity and capital resources are ~~its (1)~~ cash on hand, ~~(2)~~ borrowing capacity under a $150.0 million revolving credit facility (the "Credit Facility") and ~~(3)~~ cash flows from ~~operations, which may be negatively affected in the future as a result of COVID-19. The Company~~operations. We had ~~$119.8~~$174.5 million of cash available for operating purposes as of June 30, ~~2020,~~2021, of which ~~$15.2~~$28.5 million was held by ~~the Company's~~our foreign subsidiaries. ~~The Company used $29.4 million to complete two acquisitions subsequent to~~We did not have any outstanding borrowings on the Credit Facility at June 30, 2021 or December 31, 2020. ~~The transition of U.S. international taxation from a worldwide tax system to a territorial system, as provided~~In addition, no borrowings were made under the ~~Tax Act passed in December 2017, greatly reduced any additional taxes on these funds should the Company decide to repatriate these funds to the United States. At June 30, 2020, or at any time~~Credit Facility during ~~the first six months of 2020, the Company had no borrowings~~2021. Our outstanding ~~under its $150.0 million domestic revolving credit facility. Net of~~ letters of credit totaling $8.8 million ~~the Company had~~decreased borrowing availability ofto $141.2 million under the ~~revolving credit facility~~Credit Facility as of June 30, ~~2020.~~2021. The ~~revolving credit facility~~Credit Facility agreement contains certain financial covenants, including provisions concerning required levels of annual net income and minimum tangible net worth. ~~The Company was~~We were in compliance with the financial covenants of the agreement at June 30, ~~2020.~~2021.

~~The Company’s South African~~

Our Brazilian subsidiary ~~Osborn Engineered Products SA (Pty) Ltd (“Osborn”), has~~maintains a ~~credit facility of $5.5 million~~separate term loan for working capital purposes with a bank in Brazil, which is secured by its manufacturing facility.

Certain of our international subsidiaries in South ~~African bank~~Africa, Australia, Brazil, Canada and the United Kingdom each have separate credit facilities with local financial institutions to finance short-term working capital needs, as well as to cover foreign exchange contracts, performance letters of credit, advance payment and retention guarantees. ~~As of June 30, 2020, Osborn had no~~In addition, the Brazilian subsidiary also enters into order anticipation agreements with a local bank on a periodic basis. Both the outstanding borrowings ~~but had $0.9 million in performance, advance payment and retention guarantees outstanding~~ under the ~~facility. The facility has been guaranteed by Astec Industries, Inc., but is otherwise unsecured. A 0.75% unused facility fee is charged if less than 50%~~credit facilities of the ~~facility is utilized. As~~international subsidiaries and the order anticipation agreements are recorded in "Short-term debt" on our Consolidated Balance Sheets. Each of ~~June 30, 2020, Osborn had available~~the credit ~~under the facility of $4.6 million. The interest rate is 0.25% less than the South Africa prime rate.~~

3325

INDEX

The Company’s Brazilian subsidiary, Astec Brazil, had a $0.6 million and $0.9 million working capital loan outstanding as of June 30, 2020 and December 31, 2019, respectively, from a Brazilian bank with an interest rate of 10.4%. The loan’s final monthly payment is due in April 2024 and the debt is securedfacilities are generally guaranteed by Astec ~~Brazil’s manufacturing facility. Astec Brazil’s debt is included~~Industries, Inc. and/or secured with certain assets of the local subsidiary except in the accompanying unaudited condensed consolidated balance sheets as current maturities of long-term debt ($0.2 million and $0.2 million) and long-term debt ($0.4 million and $0.7 million) as of June 30, 2020 and December 31, 2019, respectively. Additionally, as of June 30, 2020 and December 31, 2019, respectively, Astec Brazil ~~had $0.2 million and $1.1 million outstanding under order anticipation agreements with a local bank with maturity dates through September 2020, which are included as short-term debt in~~where the ~~accompanying unaudited condensed consolidated balance sheets. These loans are drawn under~~ credit facilities ~~with local Brazilian banks secured~~are supported by letters of credit ~~totaling $3.2 million~~ issued ~~by Astec Industries, Inc.~~

The Company’s Australian subsidiary, Astec Australia, has credit facilities of $2.4 million with an Australian bank to finance short-term working capital needs, as well as to cover performance letters of credit, advance payment and retention guarantees. As of June 30, 2020, Astec Australia had no outstanding cash borrowings but had $0.3 million in performance, advance payment and retention guarantees outstanding under the facilities which are contingent liabilities. The facilities are secured by certain Astec Australia assets. A 1.35% unused facility fee is charged on unused portions of the $1.5 million portion which is a short-term working capital facility. As of June 30, 2020, Astec Australia had available credit under the short-term working capital facility of $1.5 million. The interest rate is the Westpac Business One Loan Rate without a marginCredit Facility.

Cash Flows from Operating Activities:

Six Months Ended
June 30,
Increase
(Decrease)
(in millions) 2020 2019
Net income $ 29.8 $ 37.6 $ (7.8)
Depreciation and amortization 12.6 13.1 (0.5)
Provision for warranties 5.1 4.5 0.6
Deferred income tax provision 13.4 8.4 5.0
Asset impairment charge 4.1 — 4.1
Distributions to SERP participants (0.4) (1.0) 0.6
Changes in working capital:
Trade and other receivables 5.4 (6.7) 12.1
Inventories 31.4 (5.2) 36.6
Prepaid expenses and other assets 2.7 0.6 2.1
Accounts payable (7.7) (2.0) (5.7)
Customer deposits (20.1) (13.0) (7.1)
Product warranty accruals (4.5) (5.3) 0.8
Prepaid, refundable and income taxes payable, net 10.6 7.7 2.9
Other, net 2.4 4.2 (1.8)
Net cash provided by operating activities $ 84.8 $ 42.9 $ 41.9


	Six Months Ended June 30,				Increase / Decrease
(in millions)	2021		2020
Net income	$	17.7	$	29.8	$	(12.1)
Depreciation and amortization	15.1		12.6		2.5
Deferred tax provision	5.4		13.4		(8.0)
Asset impairment charges	0.2		4.4		(4.2)
(Increase) decrease in receivables and other contract assets	(32.9)		5.4		(38.3)
(Increase) decrease in inventories	(7.4)		31.4		(38.8)
(Increase) decrease in prepaid expenses	(0.1)		5.2		(5.3)
Increase (decrease) in accounts payable	25.5		(7.7)		33.2
Increase (decrease) in accrued payroll and related expenses	7.8		(2.9)		10.7
Decrease in accrued product warranty	(4.7)		(4.5)		(0.2)
Increase (decrease) in customer deposits	0.9		(20.1)		21.0
Income taxes payable/prepaid	(7.0)		10.6		(17.6)
Other, net	10.0		7.3		2.7
Net cash provided by operating activities	$	30.5	$	84.9	$	(54.4)

Net cash provided by operating activities ~~increased by $41.9~~decreased $54.4 million for the first six months of ~~2020~~2021 as compared to the first six months of ~~2019~~2020. The primary drivers were the decrease in net income of $12.1 million, the timing of receivables and other contract assets of $38.3 million, inventories of $38.8 million and payable/prepaid income taxes of $17.6 million. These decreases were partially offset by the timing of accounts payables payments of $33.2 million and customer deposits of $21.0 million.

Cash Flows from Investing Activities:


	Six Months Ended June 30,				Increase / Decrease
(in millions)	2021		2020
Acquisitions, net of cash acquired	$	0.1	$	—	$	0.1
Price adjustment on prior sale of subsidiary	(1.1)		—		(1.1)
Expenditures for property and equipment	(7.2)		(7.4)		0.2
Proceeds from sale of property and equipment	1.5		2.0		(0.5)
Purchase of investments	(0.6)		(0.6)		—
Sale of investments	0.5		0.4		0.1
Net cash used by investing activities	$	(6.8)	$	(5.6)	$	(1.2)

Net cash used by investing activities increased by $1.2 million for the first six months of 2021 as compared to the same period in 2020 primarily due to the price adjustment related to the sale of our Enid location.

Cash Flows from Financing Activities:


	Six Months Ended June 30,				Increase / Decrease
(in millions)	2021		2020
Payment of dividends	$	(5.0)	$	(5.0)	$	—
Repayments, net under bank loans	(0.4)		(0.2)		(0.2)
Withholding tax paid upon vesting of share-based compensation awards	(3.2)		(0.6)		(2.6)
Other, net	0.5		0.1		0.4
Net cash used by financing activities	$	(8.1)	$	(5.7)	$	(2.4)

Net cash used by financing activities increased by $2.4 million for the first six months of 2021 compared to the same period in 2020 due primarily to ~~decreases in~~ the ~~growth~~recognition of ~~receivables~~withholding taxes on the vesting of ~~$12.1 million and inventories of $36.6 million, partially offset by a decrease in customer deposits of $7.1 million.~~share-based compensation awards.

3426

INDEX

~~Cash Flows from Investing Activities:~~

Six Months Ended
June 30,
Increase
(Decrease)
(in millions) 2020 2019
Expenditures for property and equipment $ (7.4) $ (8.7) $ 1.3
Other 1.8 0.6 1.2
Net cash used by investing activities $ (5.6) $ (8.1) $ 2.5
Dividends

~~Net cash used by investing activities decreased by $2.5 million for~~

We paid quarterly dividends of $0.11 per common share to shareholders in the first ~~six months~~and second quarters of ~~2020 as compared to the same period in 2019.~~2021 and 2020.

Total capital expenditures for 2020 are currently forecasted to be approximately $20.0 million. The Company expects to finance these expenditures using currently available cash balances, internally generated funds and available credit under the Company’s credit facilities. Capital expenditures are generally for machinery, equipment and facilities used by the Company in the production of its various products. The Company believes that its current working capital, cash flows generated from future operations and available capacity under its credit facility will be sufficient to meet the Company’s working capital and capital expenditure requirements through August 2021.

~~Cash Flows from Financing Activities:~~

Six Months Ended
June 30,
Increase
(Decrease)
(in millions) 2020 2019
Payment of dividends $ (5.0) $ (5.0) $ —
Net change in borrowings from banks (0.2) (31.0) 30.8
Other, net (0.4) 0.1 (0.5)
Net cash used by financing activities $ (5.6) $ (35.9) $ 30.3

Net cash used by financing activities decreased by $30.3 million for the first six months of 2020 compared to the same period in 2019 due primarily to the Company having no borrowings or repayments under its domestic line of credit during the first six months of 2020.

Financial Condition

~~The Company’s~~

Our total current assets increased to ~~$530.4~~$634.5 million as of June 30, ~~2020~~2021 from ~~$506.3~~$565.8 million as of December 31, ~~2019,~~2020, an increase of ~~$24.1~~$68.7 million or ~~4.8%~~12.1%, due primarily to an increase in net trade receivables and contract assets of $32.4 million and cash and cash equivalents of $70.9 million offset by a decrease of $5.4 million in trade receivables and contract assets, net, a decrease of $31.4 million in inventories and a decrease of $7.3 million in prepaid and refundable income taxes during the first six months of 2020.

The Company’s total current liabilities decreased to $144.0 million as of June 30, 2020 from $172.8 million as of December 31, 2019, a decrease of $28.8 million, or 16.6%, due primarily to reductions in customer deposits of $20.1 million and accounts payable of $8.9 million, offset by an increase in other current liabilities of $2.9$15.9 million during the first six months of ~~2020.~~2021.

~~Market Risk and Risk Management Policies~~

~~We have no material changes~~Our total current liabilities increased to ~~the disclosure on this matter made in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.~~

~~Contingencies~~

Certain customers have financed purchases of Company products through arrangements in which the Company is contingently liable for customer debt of $1.7 million at June 30, 2020. These arrangements expire at various dates through March 2024 and provide that the Company will receive the lender's full security interest in the equipment financed if the Company is required to fulfill its contingent liability under these arrangements. Additionally, the Company is also potentially liable for 1.75% of the unpaid balance, determined as of December 31st of the prior year, on certain past customer equipment purchases that were financed by an outside finance company (the maximum exposure for the Company in 2020 is $0.6 million). The Company has recorded a liability of $2.1 million related to these guarantees as of June 30, 2020.

~~INDEX~~

~~In addition, the Company is contingently liable under letters of credit issued by a domestic lender totaling $8.8~~$207.8 million as of June 30, 2020, including $3.2 million of letters of credit guaranteeing certain Astec Brazil bank debt. The outstanding letters of credit expire at various dates through June 2023. As of June 30, 2020, the Company’s foreign subsidiaries are contingently liable for a total of $2.7 million in performance letters of credit, advance payments and retention guarantees. The maximum potential amount of future payments under these letters of credit and guarantees for which the Company could be liable is $11.52021 from $170.3 million as of ~~June 30, 2020.~~December 31, 2020, an increase of $37.5 million, or 22.0%, due primarily to increased accounts payable of $25.8 million and accrued payroll and related liabilities of $7.8 million during the first six months of 2021.

~~The Company and certain of its current and former executive officers~~

Contingencies

We have been named as defendants in a putative shareholder class action lawsuit filed on February 1, 2019, as amended on August 26, 2019, in the United States District Court for the Eastern District of Tennessee. The action is styled City of Taylor General Employees Retirement System v. Astec Industries, Inc., et al., Case No. 1:19-cv-00024-PLR-CHS. The complaint generally alleges that the defendants violated the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder by making allegedly false and misleading statements and that the individual defendants are control person under Section 20(a) of the Exchange Act. The complaint was filed on behalf of shareholders who purchased shares of the Company’s stock between July 26, 2016 and October 22, 2018 and seeks monetary damages on behalf of the purported class. The Company disputes these allegations and intends to defend this lawsuit vigorously and filed a motion to dismiss the lawsuit on October 25, 2019. The Company has accrued a $0.6 million liability as of June 30, 2020.

The Company's GEFCO subsidiary has been named a defendant in a lawsuit originally filed on August 16, 2018 with an amended complaint filed on January 25, 2019, in the United States District Court for the Western District of Oklahoma. The action is styled VenVer S.A. and Americas Coil Tubing LLP v. GEFCO, Inc., Case No. CIV-18-790-SLP. The complaint alleges breaches of warranty and other similar claims regarding equipment sold by GEFCO in 2013. In addition to seeking a rejection (rescission) of the purchase contract, the plaintiff is seeking special and consequential damages. The purchase contract contains an exclusion of consequential damages. The original purchase price of the equipment was approximately $8.5 million. GEFCO disputes the plaintiff’s allegations and intends to defend this lawsuit vigorously. The Company is unable to determine whether or not a future loss will be incurred due to this litigation, or estimate a range of loss, if any, at this time.

~~The Company is currently a party to various~~reviewed all claims and ~~legal proceedings~~lawsuits and has made adequate provision for any losses that ~~have arisen in the ordinary course of business. If management believes that a loss arising from such claims and legal proceedings is~~are probable and can reasonably be estimated, the Company records the amount of the loss (excluding estimated legal fees) or the minimum estimated liability when the loss is estimated using a range and no point within the range is more probable than another. As management becomes aware of additional information concerning such contingencies, any potential liability related to these matters is assessed and the estimates are revised, if necessary. If management believes that a loss arising from such claims and legal proceedings is either (i) probable but cannot be reasonably ~~estimated or (ii) reasonably possible but not probable, the Company does not record the amount of the loss, but does make specific disclosure of such matter.~~estimated. Based upon currently available information and with the advice of counsel, ~~management believes~~we believe that the ultimate outcome of ~~its~~our current claims and legal proceedings, individually and in the aggregate, will not have a material adverse effect on ~~the Company's~~our financial position, cash flows or results of operations. However, claims and legal proceedings are subject to inherent uncertainties and rulings unfavorable to ~~the Company~~us could occur. If an unfavorable ruling were to occur, there exists the possibility of a material adverse effect on ~~the Company's~~our financial position, cash flows or results of operations.

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

Off-balance Sheet Arrangements

AsSee Note 8. Commitments and Contingencies of ~~June 30, 2020,~~ the ~~Company does not have any off-balance sheet arrangements as defined by~~Notes to the Consolidated Financial Statements included in Part I, Item ~~303(a)(4)~~1 of ~~Regulation S-K.~~this Quarterly Report on Form 10-Q for discussion of contingent liabilities for customer purchases and various guarantees including letters of credit, advance customer payments and retention guarantees.

Contractual Obligations

~~During~~

In late 2020 and early 2021, we entered into certain vendor hosted software arrangements in conjunction with our transformation initiatives to convert our internal operations, manufacturing and finance systems to cloud-based platforms globally. These agreements include payments of $47.6 million to be paid through September 2027. Payments of $2.1 million will be made during the ~~six months ended June 30, 2020,~~remaining periods of 2021, $12.4 million during the years 2022 to 2023, $19.7 million during the years 2024 to 2025 and $13.3 million after 2025.

Other than the contract described above, there were no material changes in the ~~Company’s~~Company's commitments or contractual liabilities disclosed in ~~the Company’s~~ our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020 during the six months ended June 30, 2021.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~The Company has no material changes to the disclosure on this matter made~~

Our quantitative and qualitative disclosures about market risk are incorporated by reference from Part II, "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" in ~~Item 7A of the Company’s~~ our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020. Our market risk exposures have not materially changed since our Annual Report on Form 10-K for the year ended December 31, 2020 was filed.

~~INDEX~~

Item 4. Controls and Procedures

Disclosure Controls and Procedures

~~The Company~~

Our management has established and maintains disclosure controls and procedures that are designed to ensure that the information required to be disclosed by ~~the Company~~us in ~~the~~ reports ~~it files~~that we file or ~~submits~~submit under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the ~~SEC’s~~Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to ~~the Company’s~~ management, including ~~its principal executive officer~~the Chief Executive Officer and ~~principal financial officer,~~Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

~~The Company’s management,~~ Management carried out an evaluation, under the supervision and with the participation of ~~the Company’s principal executive officer~~our Chief Executive Officer and ~~principal financial officer, has evaluated~~Chief Financial Officer, of the effectiveness of ~~the Company’s~~our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based ~~upon that~~on such evaluation, ~~the Company’s principal executive officer~~our Chief Executive Officer and ~~principal financial officer~~Chief Financial Officer have concluded that as of June 30, 2021, the ~~end of the period covered by this report, the Company’s~~Company's disclosure controls and procedures ~~(as defined in Rule 13a-15(e) under the Exchange Act)~~ were ~~not effective due to material weaknesses in the Company’s internal control over financial reporting that were disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019.~~effective.

INDEX

Internal Control over Financial Reporting

~~Other than the remediation efforts discussed below, there~~

There have been no changes in ~~the Company’s~~our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the ~~six-month~~three month period ended June 30, ~~2020~~2021 that have materially affected, or are reasonably likely to materially affect, the ~~Company’s~~Company's internal control over financial reporting.

~~Remediation~~

As previously described in Part II, Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2019, we began implementing a remediation plan to address the material weaknesses mentioned above. The weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

PART II ‑ OTHER INFORMATION

Item 1. Legal Proceedings

~~The Company is involved from~~

From time to time we are involved in legal actions arising in the ordinary course of its business. Other than as set forth in Note ~~15, Contingent Matters,~~8, Commitments and Contingencies, to the ~~accompanying~~ unaudited ~~condensed~~consolidated financial statements and Part I, ~~“Item~~"Item 3. Legal ~~Proceedings”~~Proceedings" in ~~the Company’s~~ our Annual Report on Form 10-K for the year ended December 31, ~~2019, the Company~~2020, we currently ~~has~~have no pending or threatened litigation that ~~the Company~~our management believes will result in an outcome that would materially affect ~~the Company’s~~our business, financial position, cash flows or results of operations. Nevertheless, there can be no assurance that future litigation to which ~~the Company becomes~~we become a party will not have a material adverse effect on ~~its~~our business, financial position, cash flows or results of operations.

Item 1A. Risk Factors

In addition to the other information set forth in this Report, you should carefully consider the factors discussed in Part I, ~~“Item~~"Item 1A. Risk ~~Factors”~~Factors" in ~~the Company’s~~ our Annual Report on Form 10-K for the year ended December 31, ~~2019 and the Quarterly Report on Form 10-Q for the quarter ended March 31,~~ 2020, which could materially affect ~~the Company’s~~our business, financial condition or future results. The risks described in ~~the Company’s~~ our Annual Report on Form 10-K for the year ended December 31, ~~2019, the~~ 2020, our Quarterly Report on Form 10-Q for the ~~quarter~~three months ended March 31, ~~2020~~2021 and in this Quarterly Report on Form 10-Q are not the only risks facing our Company. Additional risks and uncertainties not currently known to management or that management currently deems to be immaterial also may materially adversely affect ~~the Company’s~~our business, financial condition or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On July 29, 2018, the Company’s Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $150.0 million of its common stock. Through December 31, 2018, the Company had repurchased 582,222 shares of its stock at total cost of $24.1 million under this program. Under the share repurchase plan, the Company may purchase common stock in open market transactions, block or privately negotiated transactions, and may from time to time purchase shares pursuant to a trading plan in accordance with Rule 10b5-1 and Rule 10b-18 under the Securities Exchange Act of 1934, as amended, or by any combination of such methods. The number of shares to be purchased and the timing of the purchases are based on a variety of factors. No time limit was set for completion of repurchases under the authorization and the program may be suspended or discontinued at any time. No additional shares were repurchased under this plan during 2019 or the first six months of 2020.

37None.

~~INDEX~~

~~Items 3, 4 and 5 are not applicable and have been omitted.~~

Item 3. Defaults Upon Senior Securities

~~INDEX~~

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit ~~No.~~Number

Exhibit Description

~~10.1~~

~~Amendment to “Appendix A” of the Astec Industries, Inc. Supplemental Executive Retirement Plan, effective April 30, 2020.~~Filed Herewith

31.1

Certification of ~~the~~ Chief Executive Officer of Astec Industries, Inc. pursuant to Rule 13a-14(a)/15d-14(a) ~~of the Securities Exchange Act of 1934, as amended,~~, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act ofOf 2002.

31.2

Certification of ~~the~~ Chief Financial Officer of Astec Industries, Inc. pursuant to Rule 13a-14(a)/15d-14(a) ~~of the Securities Exchange Act of 1934, as amended,~~, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act ofOf 2002.

32 .132.1*

Certification of Chief Executive Officer ~~and Chief Financial Officer~~of Astec Industries, Inc. pursuant to ~~Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934, as amended, and~~ 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~101.INS~~

~~XBRL Instance Document~~X

~~101.SCH~~32.2

~~XBRL Taxonomy Extension Schema~~

Certification of 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 Of 2002.

~~101.CAL~~101

~~XBRL Taxonomy Extension Calculation Linkbase~~

~~101.DEF~~

~~XBRL Taxonomy Extension Definition Linkbase~~

~~101.LAB~~

The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 formatted in Inline Extensible Business Reporting Language ("iXBRL"): (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income (Loss), (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Equity and (vi) related notes, tagged as blocks of text and including detailed tags.

~~XBRL Taxonomy Extension Label Linkbase~~

~~101.PRE~~

~~XBRL Taxonomy Extension Presentation Linkbase~~X

104

Cover ~~Page Interactive Data File - (formatted~~page from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, formatted in iXBRL (included as ~~Inline XBRL and contained in~~ Exhibit 101).

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

* In accordance with Release No. 34-47551, this exhibit is hereby furnished to the SEC as an accompanying document and is not to be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.

3928

INDEX

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			ASTEC INDUSTRIES, INC. (Registrant)


Date: August ~~10, 2020~~5, 2021			/s/ ~~Barry~~Rebecca A. ~~Ruffalo~~Weyenberg
			~~Barry~~Rebecca A. ~~Ruffalo~~ Weyenberg Chief ~~Executive~~Financial Officer ~~and President~~ (Principal ~~Executive~~Financial Officer)


Date: August ~~10, 2020~~5, 2021			/s/ ~~Rebecca A. Weyenberg~~Jamie E. Palm
			~~Rebecca A. Weyenberg~~ Jamie E. Palm Vice President, Chief ~~Financial~~Accounting Officer and Corporate Controller (Principal ~~Financial and~~ Accounting Officer)

4029


For the Three Months Ended June 30, 2020
	Common Stock Shares	Common Stock Amount		Additional Paid-in- Capital		Accumulated Other Comprehensive Loss		Company Shares Held by SERP		Retained Earnings		Non-controlling Interest		Total Equity
Balance, March 31, 2020	22,584	$	4,516	$	123,950	$	(41,013)	$	(1,752)	$	526,502	$	274	$	612,477
Net income	—	—		—		—		—		9,258		47		9,305
Other comprehensive income	—	—		—		548		—		—		(35)		513
Dividends declared and paid	—	—		7		—		—		(2,492)		—		(2,485)
Stock-based compensation	—	—		1,852		—		—		—		—		1,852
RSU vesting	19	4		(4)		—		—		—		—		—
Withholding tax paid upon vesting of RSUs	—	—		—		—		—		—		—		—

SERP transactions, net	—	—		36		—		127		—		—		163



Other	—	—		—		—		—		—		(1)		(1)
Balance, June 30, 2020	22,603	$	4,520	$	125,841	$	(40,465)	$	(1,625)	$	533,268	$	285	$	621,824

For the Six Months Ended June 30, 2020
	Common Stock Shares	Common Stock Amount		Additional Paid-in- Capital		Accumulated Other Comprehensive Loss		Company Shares Held by SERP		Retained Earnings		Non-controlling Interest		Total Equity
Balance, December 31, 2019	22,551	$	4,510	$	122,613	$	(31,803)	$	(1,714)	$	508,343	$	538	$	602,487
Net income	—	—		—		—		—		29,902		(114)		29,788
Other comprehensive loss	—	—		—		(8,662)		—		—		(137)		(8,799)
Dividends declared and paid	—	—		7		—		—		(4,977)		—		(4,970)
Stock-based compensation	1	—		3,760		—		—		—		—		3,760
RSU vesting	51	10		(10)		—		—		—		—		—
Withholding tax paid upon vesting of RSUs	—	—		(565)		—		—		—		—		(565)

SERP transactions, net	—	—		36		—		89		—		—		125



Other	—	—		—		—		—		—		(2)		(2)
Balance, June 30, 2020	22,603	$	4,520	$	125,841	$	(40,465)	$	(1,625)	$	533,268	$	285	$	621,824


	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands, except per share amounts)	2020		2019		2020		2019
Numerator:
Net income attributable to controlling interest	$	9,258	$	23,377	$	29,902	$	37,651
Denominator:
Denominator for basic earnings per share	22,584		22,509		22,567		22,503
Effect of dilutive securities:
Restricted stock units	82		110		101		105
Supplemental Executive Retirement Plan	45		48		47		48
Denominator for diluted earnings per share	22,711		22,667		22,715		22,656


(in thousands)	June 30, 2020		December 31, 2019
Raw materials and parts	$	163,523	$	160,872
Work-in-process	56,107		61,287
Finished goods	36,304		53,650
Used equipment	7,237		18,727
Total	$	263,171	$	294,536


	June 30, 2020
(in thousands)	Level 1		Level 2		Total
Financial Assets:
Trading equity securities:
SERP money market fund	$	229	$	—	$	229
SERP mutual funds	4,391		—		4,391
Preferred stocks	268		—		268

Trading debt securities:
Corporate bonds	5,581		—		5,581
Municipal bonds	—		1,147		1,147
Floating rate notes	356		—		356
U.S. government securities	2,078		—		2,078
Asset backed securities	—		2,394		2,394
Other	—		1,362		1,362

Total financial assets	$	12,903	$	4,903	$	17,806

Financial Liabilities:
Derivative financial instruments	$	—	$	365	$	365
SERP liabilities	—		6,708		6,708
Total financial liabilities	$	—	$	7,073	$	7,073


	December 31, 2019
(in thousands)	Level 1		Level 2		Total
Financial Assets:
Trading equity securities:
SERP money market fund	$	208	$	—	$	208
SERP mutual funds	4,419		—		4,419
Preferred stocks	282		—		282

Trading debt securities:
Corporate bonds	5,117		—		5,117
Municipal bonds	—		1,154		1,154
Floating rate notes	535		—		535
U.S. government securities	2,035		—		2,035
Asset backed securities	—		2,316		2,316
Other	473		1,112		1,585
Derivative financial instruments	—		4		4
Total financial assets	$	13,069	$	4,586	$	17,655

Financial Liabilities:
Derivative financial instruments	$	—	$	49	$	49
SERP liabilities	—		6,645		6,645
Total financial liabilities	$	—	$	6,694	$	6,694


	Three Months Ended
(in thousands)	June 30, 2020		June 30, 2019
Operating lease expense	$	502	$	651
Cash paid for operating leases included in operating cash flows	537		696

	Six Months Ended
(in thousands)	June 30, 2020		June 30, 2019
Operating lease expense	$	1,165	$	1,252
Cash paid for operating leases included in operating cash flows	1,234		1,341


(in thousands)	Amount
Remainder of 2020	$	1,074
2021	1,265
2022	540
2023	316
2024	209
2025 and thereafter	786
Total	4,190
Less interest	(380)
Present value of lease liabilities	$	3,810


	Three Months Ended June 30, 2019
(in thousands)	Infrastructure Solutions		Materials Solutions		Total
Net Sales-Domestic:
Equipment sales	$	106,332	$	46,887	$	153,219
Pellet plant sales	20,000		—		20,000
Parts and component sales	35,862		18,921		54,783
Service and equipment installation revenue	6,436		2,431		8,867
Used equipment sales	3,390		—		3,390
Freight revenue	4,707		1,801		6,508
Other	146		(700)		(554)
Total domestic revenue	176,873		69,340		246,213

Net Sales-International:
Equipment sales	10,435		24,416		34,851

Parts and component sales	7,860		11,438		19,298
Service and equipment installation revenue	2,089		308		2,397
Used equipment sales	191		371		562
Freight revenue	496		762		1,258
Other	21		202		223
Total international revenue	21,092		37,497		58,589

Total net sales	$	197,965	$	106,837	$	304,802

	Six Months Ended June 30, 2019
(in thousands)	Infrastructure Solutions		Materials Solutions		Total
Net Sales-Domestic:
Equipment sales	$	225,428	$	102,091	$	327,519
Pellet plant sales	20,000		—		20,000
Parts and component sales	90,360		38,080		128,440
Service and equipment installation revenue	11,210		3,056		14,266
Used equipment sales	6,153		413		6,566
Freight revenue	10,107		3,396		13,503
Other	729		(1,981)		(1,252)
Total domestic revenue	363,987		145,055		509,042

Net Sales-International:
Equipment sales	31,849		43,465		75,314

Parts and component sales	16,626		21,616		38,242
Service and equipment installation revenue	3,485		700		4,185
Used equipment sales	301		837		1,138
Freight revenue	918		1,430		2,348
Other	48		265		313
Total international revenue	53,227		68,313		121,540

Total net sales	$	417,214	$	213,368	$	630,582


	2020
	Units	Weighted Average Grant Date Fair Value
Outstanding January 1,	187,646	$	45.78
Granted	298,725	34.51
Vested	(73,228)	49.97
Forfeited	(8,316)	43.84
Outstanding, June 30,	404,827	$	36.75


	Three Months Ended June 30, 2020		Six Months Ended June 30, 2020
Impairment of a Company plane and costs associated with repairs	$	2,612	$	2,612
Goodwill impairment related to mobile asphalt equipment operations	—		1,646
Closing operations at the Mequon site and moving operations - principally severance	1,389		1,389
Severance pay associated with workforce reductions at multiple sites	742		1,464
Closing operations at the Albuquerque site and moving operations	750		1,093
Final stages of closing AMM operations in Germany	285		285
Abandoned projects and other restructuring charges	216		216
Restructuring and asset impairment charges	$	5,994	$	8,705


	Six Months Ended June 30,						Increase (Decrease)
(in millions)	2020		2019
Net income	$	29.8	$	37.6	$	(7.8)
Depreciation and amortization	12.6		13.1		(0.5)
Provision for warranties	5.1		4.5		0.6
Deferred income tax provision	13.4		8.4		5.0
Asset impairment charge	4.1		—		4.1
Distributions to SERP participants	(0.4)		(1.0)		0.6
Changes in working capital:
Trade and other receivables	5.4		(6.7)		12.1
Inventories	31.4		(5.2)		36.6
Prepaid expenses and other assets	2.7		0.6		2.1
Accounts payable	(7.7)		(2.0)		(5.7)
Customer deposits	(20.1)		(13.0)		(7.1)
Product warranty accruals	(4.5)		(5.3)		0.8
Prepaid, refundable and income taxes payable, net	10.6		7.7		2.9
Other, net	2.4		4.2		(1.8)
Net cash provided by operating activities	$	84.8	$	42.9	$	41.9