SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
FORM 11-K
________________________________
(Mark One)
( x ) Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2000
or
( ) Transition report pursuant to Section 15(d) of the Securities exchange Act of 1934 for the transition period from _________________ to _____________________
Commission File No. 0-14714
A. Full title and address of the plan, if different from that of the issuer named below:
Astec Industries, Inc. 401(k) Retirement Plan
P.O. Box 72787
4101 Jerome Avenue
Chattanooga, Tennessee 37407
(423) 867-4210
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
ASTEC INDUSTRIES, INC.
P.O. Box 72787
4101 Jerome Avenue
Chattanooga, Tennessee 37407
(423) 867-4210
REQUIRED INFORMATION
The following financial statements and schedules have been prepared in accordance with the financial reporting requirements of the Employee Retirement Income Security Act of 1974, as amended:
Astec Industries, Inc. 401(k) Retirement Plan
Audited Financial Statements and Supplemental Schedule
Year Ended December 31, 2000 and as of December 31, 1999
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Report of Independent Auditors |
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Audited Financial Statements |
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Supplemental Schedule |
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Consent of Independent Auditors |
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Audited Financial Statements and Supplemental Schedule |
|
Astec Industries, Inc. 401(k) Retirement Plan
Audited Financial Statements and Supplemental Schedule
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Report of Independent Auditors |
1 |
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Audited Financial Statements |
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|
Statements of Net Assets Available for Benefits |
2 |
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Statement of Changes in Net Assets Available for Benefits |
3 |
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Notes to Financial Statements |
4 |
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Supplemental Schedule |
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Schedule H, Line 4i - Schedule of Assets (Held at End of Year) |
8 |
Plan Committee
Astec Industries, Inc. 401(k) Retirement Plan
We have audited the accompanying statements of net assets available for benefits of Astec Industries, Inc. 401(k) Retirement Plan as of December 31, 2000 and 1999, and the related statement of changes in net assets available for benefits for the year ended December 31, 2000. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2000 and 1999, and the changes in its net assets available for benefits for the year ended December 31, 2000, in conformity with accounting principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2000, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
Chattanooga, Tennessee
June 19, 2001
Astec Industries, Inc. 401(k) Retirement Plan
Statements of Net Assets Available for Benefits
|
|
December 31 |
||||||
|
|
2000 |
1999 |
|||||
Assets |
|||||||
Investments (Note 3) |
$77,095,294 |
$75,643,564 |
|||||
Cash and cash equivalents |
50,241 |
1,836 |
|||||
Net assets available for benefits |
$77,145,535 |
$75,645,400 |
|||||
See accompanying notes.
Astec Industries, Inc. 401(k) Retirement Plan
Statement of Changes in Net Assets Available for Benefits
|
Additions to net assets attributed to: |
|
|
Investment income |
$5,998,914 |
Contributions: |
|
Participants |
8,819,141 |
Employer |
2,411,821 |
|
11,230,962 |
|
Total additions |
17,229,876 |
|
Deductions from net assets attributed to: |
|
|
Net depreciation in fair value of investments |
12,060,526 |
Benefits paid to participants |
3,650,849 |
Administrative expenses |
18,366 |
Total deductions |
15,729,741 |
Net increase |
1,500,135 |
Net assets available for benefits: |
|
Beginning of year |
75,645,400 |
End of year |
$77,145,535 |
See accompanying notes.
1. Description of Plan
The following description of the Astec Industries, Inc. 401(k) Retirement Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan covering all full-time employees of Astec Industries, Inc. and its subsidiaries (the "Company") who have completed six months of continuous service and reached age eighteen. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan is administered by a committee appointed by the Company.
Contributions
Participant contributions are withheld from each payroll in amounts equal to a percentage of the participant's compensation as elected by the participant. The maximum participant contribution for the plan year is the lesser of $10,500, as indexed by the Internal Revenue Service, or 20% of the participant's base salary. The Company matches 75% of the participant's contribution up to 4% of the employee's earnings.
Participant Accounts
Each participant's account is credited with the participant's contributions and allocation of the Company's contributions and Plan investment results. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account.
Vesting
Participants are immediately vested with respect to their contributions, the Company's matching contributions, and the investment results thereon.
Participants may change their investment options daily.
1. Description of Plan (continued)
Participant Notes Receivable
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of $50,000 or 50% of their account balance, whichever is lower. Loan terms range from one to five years or up to twenty years for the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear interest at a rate of prime plus one percent. Interest rates for loans outstanding at December 31, 2000 range from 7.0% to 10.5%. Principal and interest are paid ratably through payroll deductions.
Payment of Benefits
Upon termination of service, a participant may receive a lump-sum amount equal to the vested value of his or her account, or upon death, disability or retirement, elect to receive a life annuity or monthly, quarterly, semi-annual or annual installments over a period of time.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. If the Plan is terminated or contributions are permanently discontinued, benefits will be distributed in accordance with the provisions of the Plan.
2. Summary of Significant Accounting Policies
Basis of Presentation
The financial statements of the Plan are presented on the accrual basis of accounting.
Investments
The Plan's investments are stated at fair value. The shares of registered investment companies are valued at quoted market prices which represent the net asset values of shares held by the Plan at year end. Shares of common stock are valued at quoted market prices. The participant notes receivable are valued at their outstanding balances, which approximate fair value.
2. Summary of Significant Accounting Policies (continued)
The Plan purchased shares of Astec Industries, Inc. (the Plan sponsor) common stock on the open market during 2000 at a cost of $2,194,816. In addition, the Plan sold shares of the Astec Industries, Inc. common stock on the open market during 2000 for $1,336,978 resulting in a gain of $138,964. As of December 31, 2000, the fair value of Astec Industries, Inc. common stock held for investment is $3,567,722.
Use of Estimates
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires the Plan to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Administrative Expenses
All administrative and investment expenses are paid by the Plan.
3. Investments
During 2000, the Plan's investments depreciated in fair value as determined by quoted market prices as follows:
|
|
Net Realized |
|
Common Stock |
$955,111 |
|
Shares of registered investment companies |
11,105,415 |
|
|
$12,060,526 |
Investments that represent 5% or more of fair value of the Plan's net assets are as follows:
|
December 31 |
|||
|
|
2000 |
1999 |
|
|
American Century Growth Fund |
$8,815,809 |
$9,006,703 |
|
|
American Century Ultra Fund |
13,372,937 |
15,446,138 |
|
|
American Century Value Fund |
7,164,785 |
6,076,106 |
|
|
American Century International Fund |
# |
3,834,658 |
|
|
American Century Benham Prime Money Market |
9,023,255 |
8,091,793 |
|
|
American Century Income & Growth Fund |
16,367,141 |
17,613,953 |
|
4. Transfer from Acquired Companies
The Company completed the acquisition of substantially all of the assets and liabilities of Johnson Crushers International on November 1, 1998. Qualified employees of the acquired entity became eligible to participate in the Plan as of November 1, 1998 and were given the option to transfer their assets in the Johnson Crushers International, Inc. Profit Sharing 401(k) Plan to the Plan. Those assets were transferred in 1999.
On October 29, 1999, the Company purchased the operating assets and liabilities of American Augers, Inc. Qualified employees of the acquired entity became eligible to participate in the Plan as of October 29, 1999 and were given the option to transfer their assets in the American Augers Savings Plan to the Plan. Those assets were transferred in 2000.
5. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated November 2, 1994, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the "Code") and, therefore, the related trust is exempt from taxation. Subsequent to the issuance of the determination letter, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax exempt.
Astec Industries, Inc. 401(k) Retirement Plan
Employer I.D. No. 62-0873631 Plan No. 001
Schedule H Line 4(i)
Schedule of Assets (Held at End of Year)
|
(a) |
|
(b) |
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(c) |
|
(e) |
Shares of Registered Investment Companies:
|
|
|
American Century |
|
Strategic Allocation Conservative Fund |
|
$2,281,050 |
|
|
|
American Century |
|
Strategic Allocation Moderate Fund |
|
3,812,796 |
|
|
|
American Century |
|
Strategic Allocation Aggressive Fund |
|
2,328,737 |
|
|
|
American Century |
|
Income and Growth Fund |
|
16,367,141 |
|
|
|
American Century |
|
Value Fund |
|
7,164,785 |
|
|
|
American Century |
|
Growth Fund |
|
8,815,809 |
|
|
|
American Century |
|
Ultra Fund |
|
13,372,937 |
|
|
|
American Century |
|
Vista Fund |
|
2,688,848 |
|
|
|
American Century |
|
International Growth Fund |
|
3,749,807 |
|
|
|
American Century |
|
Prime Money Market Fund |
|
9,023,255 |
|
|
|
Schwab |
|
Money Market Fund |
|
390,987 |
|
|
|
|
|
|
|
69,996,152 |
Shares of Common Stock:
|
|
Astec Industries, Inc. |
|
Common Stock |
|
3,567,722 |
|
|
|
|
|
|
|
|
|
|
|
|
Participant Notes Receivable |
|
7-10.5% |
|
3,531,420 |
|
|
|
|
|
|
|
$77,095,294 |
*--Indicates party-in-interest
Note: Cost information has not been included because all investments are participant directed.
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-61461) pertaining to the Astec Industries, Inc. 401(k) Retirement Plan (the "Plan") of our report dated June 19, 2001, with respect to the financial statements and schedule of the Astec Industries, Inc. 401(k) Retirement Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2000.
/s/ Ernst & Young, LLP
Chattanooga, Tennessee
June 25, 2001
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Chattanooga, State of Tennessee, on June 29, 2001.
ASTEC INDUSTRIES, INC.
401(k) RETIREMENT PLAN
By: /s/ J. Don Brock
J. Don Brock, Chairman
Astec Industries, Inc.
401(k) Retirement Plan Committee