f11k-062907.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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, 2006.
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 of the plan and the address of the plan, if different from that of the
issuer named below:
Astec
Industries, Inc. 401(k) Retirement Plan
1725
Shepherd Road
Chattanooga,
Tennessee 37421
(423)
899-5898
B.
Name
of issuer of the securities held pursuant to the plan and the address of its
principal executive office:
ASTEC
INDUSTRIES, INC.
1725
Shepherd Road
Chattanooga,
Tennessee 37421
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:
Audited
Financial Statements and Supplemental Schedules
Astec
Industries, Inc. 401(k) Retirement Plan
As
of
December 31, 2006 and 2005 and for the year ended December 31, 2006with Reports
of Independent
Registered
Public
Accounting Firms
Reports
of
Independent Registered Public Accounting Firms
Audited
Financial
Statements:
Statements
of Net
Assets Available for Benefits
Statement
of Changes
in Net Assets Available for Benefits
Notes
to Financial
Statements
Supplemental
Schedules:
Schedule
H, Line 4(a)
- Schedule of Delinquent Participant Contributions
Schedule
H, Line 4(i)
- Schedule of Assets (Held at End of Year)
Edgar
filing
only:
Exhibit
23.1 -
Consent of Independent Registered Public Accounting Firm
Exhibit
23.2 –
Consent of Independent Registered Public Accounting Firm
Audited
Financial Statements and Supplemental Schedules
Astec
Industries, Inc. 401(k) Retirement Plan
As
of
December 31, 2006 and 2005 and for the year ended December 31,
2006
with
Reports of Independent Registered Public Accounting Firms
Astec
Industries, Inc. 401(k) Retirement Plan
Audited
Financial Statements and Supplemental Schedules
December
31, 2006 and 2005 and for the
year
ended December 31, 2006
Contents
Reports
of Independent Registered Public Accounting Firms
|
1
|
|
|
Audited
Financial Statements:
|
|
Statements
of Net Assets
Available for Benefits
|
3
|
Statement
of Changes in Net
Assets Available for Benefits
|
4
|
|
|
Notes
to Financial Statements
|
5
|
|
|
Supplemental
Schedules:
|
|
Schedule
H, Line 4(a)¾Schedule
of
Delinquent Participant Contributions
|
12
|
Schedule
H, Line 4(i)¾Schedule
of
Assets (Held at End of Year)
|
13
|
|
|
Report
of
Independent Registered Public Accounting Firm
Plan
Committee
Astec
Industries, Inc. 401(k) Retirement Plan
We
have
audited the accompanying statement of net assets available for benefits of
the
Astec Industries, Inc. 401(k) Retirement Plan as of December 31, 2006, and
the
related statement of changes in net assets available for benefits for the year
then ended. 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 audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. We were not engaged
to
perform an audit of the Plan’s internal control over financial reporting. Our
audit included consideration of internal control over financial reporting as
a
basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the
Plan’s internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and
evaluating the overall financial statement presentation. We believe that our
audit provides 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, 2006, and the changes in its net assets available for benefits for the
year
then ended, in conformity with U. S. generally accepted accounting
principles.
Our
audit
was performed for the purpose of forming an opinion on the financial statements
taken as a whole. The accompanying supplemental schedules of delinquent
participant contributions for the year ended December 31, 2006 and assets (held
at end of year) as of December 31, 2006, are presented for purposes of
additional analysis and are not a required part of the financial statements
but
are 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. These supplemental schedules are the responsibility of
the
Plan’s management. The supplemental schedules have been subjected to the
auditing procedures applied in our audit of the financial statements and, in
our
opinion, are fairly stated in all material respects in relation to the financial
statements taken as a whole.
Chattanooga,
Tennessee
June
26, 2007
|
/s/
Ernst & Young LLP
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the
Plan Committee of the
Astec
Industries, Inc. 401(k) Retirement Plan:
We
have
audited the accompanying statement of net assets available for benefits of
Astec
Industries, Inc. 401(k) Retirement Plan (the Plan) as of December 31,
2005. This financial statement is the responsibility of the
Plan’s management. Our responsibility is to express an opinion on the
financial statements based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Plan
is not required to have, nor were we engaged to perform an audit of its internal
control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose
of
expressing an opinion on the effectiveness of the Plan’s internal control over
financial reporting. Accordingly, we express no such
opinion. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
as
well as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.
In
our
opinion, the statement of net assets available for benefits referred
to above presents fairly, in all material respects, the net assets available
for
benefits of the Plan at December 31, 2005 in conformity with accounting
principles generally accepted in the United States of America.
As
discussed in Note 2 of the financial statements, the Plan adopted Financial
Accounting Standards Board Staff Position AAG INV-1 and SOP 94-4-1, Reporting
of
Fully Benefit-Responsive Investment Contracts Held by Certain Investment
Companies Subject to AICPA Investment Company Guide and Defined-Contribution
Health and Welfare and Pension Plans which has been retroactively applied to
the
financial statements at December 31, 2005.
|
/s/
Grant Thornton LLC |
Charlotte,
North Carolina
June
29, 2006 (except for Note 2,
as
to which the date is June 27, 2007)
|
|
Astec
Industries, Inc. 401(k) Retirement Plan
Statements
of Net Assets Available for Benefits
|
|
December
31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
Investments,
at fair value
|
|
$ |
118,368,906
|
|
|
$ |
101,813,692
|
|
Contribution
receivables:
Participants
Employer
|
|
|
209,543
193,811
|
|
|
|
24,084
76,306
|
|
Total
receivables
|
|
|
403,354
|
|
|
|
100,390
|
|
Total
assets
|
|
|
118,772,260
|
|
|
|
101,914,082
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
Excess
participant contributions payable
|
|
|
106,561
|
|
|
|
57,463
|
|
Net
assets available for benefits at fair value
|
|
|
118,665,699
|
|
|
|
101,856,619
|
|
|
|
|
|
|
|
|
|
|
Adjustment
from fair value to contract value for investment
in
collective trust
fund
|
|
|
232,545
|
|
|
|
217,414
|
|
Net
assets available for benefits
|
|
$ |
118,898,244
|
|
|
$ |
102,074,033
|
|
The
accompanying notes are an integral part of these financial
statements.
Astec
Industries, Inc. 401(k) Retirement Plan
Statement
of Changes in Net Assets Available for Benefits
Year
ended December 31, 2006
Additions
to net assets attributed to:
|
|
|
|
Investment
income
|
|
$ |
6,142,247
|
|
Net
appreciation in fair value of investments
|
|
|
5,297,240
|
|
|
|
|
|
|
Contributions:
|
|
|
|
|
Participants
|
|
|
8,107,798
|
|
Employer
|
|
|
3,220,080
|
|
|
|
|
11,327,878
|
|
Total
additions
|
|
|
22,767,365
|
|
|
|
|
|
|
|
|
|
|
|
Deductions
from net assets attributed to:
|
|
|
|
|
Benefits
paid to
participants
|
|
|
5,925,429
|
|
Administrative
expenses
|
|
|
17,725
|
|
Total
deductions
|
|
|
5,943,154
|
|
|
|
|
|
|
Net
increase
|
|
|
16,824,211
|
|
Net
assets available for benefits
|
|
|
|
|
Beginning
of year
|
|
|
102,074,033
|
|
End
of year
|
|
$ |
118,898,244
|
|
The
accompanying notes are an integral part of this financial
statement.
Astec
Industries, Inc. 401(k) Retirement Plan
Notes
to
Financial Statements
December
31, 2006
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
document 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 reached age
eighteen. It is subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended (ERISA). The Plan is administered by a
committee appointed by the Company.
Contributions
Participants
may elect to contribute up to 40% of their base salary through payroll
deductions, as defined under the provisions of the Plan document, subject to
Internal Revenue Code (the Code) limitations. The Company matches 75% of each
participant's contribution up to 4% of the participant's compensation.
Participants who will attain age 50 before the close of the Plan year are
eligible to make additional catch-up contributions, subject to Code limitations.
Catch-up contributions are not eligible for the match contribution.
Participant
Accounts
Each
participant’s account is credited with the participant’s contributions, the
Company’s matching contributions and Plan investment results. Allocations of
Plan earnings are based on participant account balances, as defined.
Participants may change their investment options daily. 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 in their entire account balance.
Participant
Loans
Participants
may borrow from their accounts a minimum of $1,000 up to a maximum of $50,000,
reduced by certain items identified in the Plan document, or 50% of their vested
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. 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
value of his or her account on the date of distribution.
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 in accordance with U.S. generally accepted accounting
principles.
New
Accounting Pronouncement
In
December 2005, the Financial Accounting Standards Board (FASB) issued FASB
Staff
Position AAG INV-1 and the American Institute of Certified Public Accountants
(AICPA) issued SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment
Contracts Held by Certain Investment Companies Subject to the AICPA Investment
Company Guide and Defined-Contribution Health and Welfare and Pension Plans
(the FSP). The FSP defines the circumstances in which an
investment contract is considered fully benefit responsive and provides certain
reporting and disclosure requirements for fully benefit responsive investment
contracts in defined contribution health and welfare and pension plans. The
financial statement presentation and disclosure provisions of the FSP are
effective for financial statements issued for annual periods ending after
December 15, 2006 and are required to be applied retroactively to all prior
periods presented for comparative purposes. The Plan has adopted the
provisions of the FSP at December 31, 2006.
As
required by the FSP, investments in the accompanying Statements of Net Assets
Available for Benefits include fully benefit responsive investment contracts
recognized at fair value. AICPA Statement of Position 94-4,
Reporting
of
Investment Contracts Held by Health and Welfare Benefit Plans and Defined
Contribution Pension Plans, as amended, requires fully benefit
responsive investment contracts to be reported at fair value in the Plan’s
Statement of Net Assets Available for Benefits with a corresponding adjustment
to reflect these investments at contract value. The requirements of the FSP
have
been applied retroactively to the Statement of Net Assets Available for Benefits
as of December 31, 2005 presented for comparative purposes. Adoption
of the FSP had no effect on the Statement of Changes in Net Assets Available
for
Benefits for any period presented.
Investments
The
Plan’s investments are stated at fair value. The shares of registered investment
companies are valued at quoted prices in an active market, which represent
the
net asset values of shares held by the Plan at year-end. Shares of common stock
are valued at quoted prices in an active market as of the last business day
of
the Plan year. The Plan’s investments in the American Century Stable Asset Fund,
a collective fund, consist primarily of guaranteed investment contracts (GICs)
sponsored by various insurance companies. The contract value of participation
units owned in the collective trust fund are based on quoted redemption values,
as determined by the Trustee, on the last business day of the Plan year. The
fair value of participation units owned by the collective fund is determined
by
the fair value of the underlying investments as determined by the fund manager.
The loans to participants are valued at their outstanding balances, which
approximate fair value.
Use
of Estimates
The
preparation of the financial statements in conformity with U.S. generally
accepted accounting principles requires Plan management to make estimates that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
Administrative
Expenses
The
Plan
sponsor pays administrative fees other than those for recordkeeping and trustee
functions. The administrative fees paid by the plan sponsor in 2006 included
those for the annual audit, legal and discrimination testing. Loan
administrative fees are charged to the borrowing participant’s
account.
3.
Investments
During
2006, the Plan’s investments appreciated in fair value as determined by quoted
market prices as follows:
|
|
Net
Appreciation
in
Fair Value
of
Investments
|
|
Common
stock
|
|
$ |
788,621
|
|
Shares
of registered investment companies
|
|
|
4,508,619
|
|
|
|
$ |
5,297,240
|
|
Investments
that represent 5% or more of the fair value of the Plan’s net assets are as
follows:
|
|
December
31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American
Century Growth Fund
|
|
$ |
9,399,756
|
|
|
$ |
8,830,908
|
|
American
Century Ultra Fund
|
|
|
-
|
|
|
|
12,288,684
|
|
American
Century Value Fund
|
|
|
14,844,759
|
|
|
|
11,503,729
|
|
American
Century Strategic Allocation Moderate Fund
|
|
|
-
|
|
|
|
6,124,935
|
|
American
Century Stable Asset Fund *
|
|
|
12,374,648
|
|
|
|
11,937,184
|
|
American
Century Income & Growth Fund
|
|
|
-
|
|
|
|
17,031,139
|
|
J.P.
Morgan Intrepid Growth Fund
|
|
|
10,705,136
|
|
|
|
-
|
|
UBS US
Large Capital Growth Fund
|
|
|
20,608,097
|
|
|
|
-
|
|
The
Boston Company International Core Equity Fund
|
|
|
6,886,368
|
|
|
|
-
|
|
Astec
Industries, Inc. Common Stock
|
|
|
8,558,548
|
|
|
|
8,722,585
|
|
* American
Century Stable Asset Fund is shown at fair value, the contract value
at
December
31, 2006 and 2005 is $12,607,193 and $12,154,598, respectively.
4. Risks
and Uncertainties
The
Plan
invests in various investment securities. Investment securities are
exposed to various risks such as interest rate, market and credit risks.
Due to the level of risk associated with certain investment securities, it
is at least reasonably possible that changes in the values of investment
securities will occur in the near term and that such changes could materially
affect participants' account balances and the amounts reported in the Statements
of Net Assets Available for Benefits.
5.
Income Tax Status
The
Plan
has received a determination letter from the Internal Revenue Service, dated
January 17, 2003, stating that the Plan is qualified under Section 401(a) of
the
Code and, therefore, the related trust is exempt from taxation. Subsequent
to
this determination by the Internal Revenue Service, the Plan was amended. Once
qualified, the Plan is required to operate in conformity with the Code to
maintain its qualification. The Company
believes the Plan is being operated in compliance with the applicable
requirements of the Code and has indicated that it will take the necessary
steps, if any to bring the Plans operations into compliance with the
Code.
6.
Party-in-Interest Transactions
Transactions
with parties-in interest include investments in the Company’s common stock,
participant loans, investments in JP Morgan Funds and investments through JP
Morgan Chase Bank & Trust, the trustee.
7.
Excess Participants Contributions Payable
During
2006 and 2005, the Company determined that excess participants contributions
had
been made based on nondiscrimination testing performed for the Plan.
Accordingly, the Plan refunded the excess participants contributions, plus
or
minus earnings or losses thereon, of $106,561 and $57,463 in 2006 and 2005,
respectively, subsequent to year end to comply with the applicable requirements
of the Code. These amounts are recorded as excess participants
contributions payable in the accompanying Statement of Net Assets Available
for
Benefits.
8.
Reconciliation Between Financial Statements and Form 5500
The
following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
|
|
December
31, 2006
|
|
|
|
|
|
Net
assets available for benefits per the financial statements
|
|
$ |
118,898,244
|
|
Deemed
loans not reported on Form 5500
|
|
|
(53,969 |
) |
Adjustment
to report collective trust fund at fair value
|
|
|
(232,545 |
) |
Net
assets available for benefits per the Form 5500
|
|
$ |
118,611,730
|
|
The
following is a reconciliation of net income per the financial statements to
the
Form 5500:
|
|
Year
Ended December 31, 2006
|
|
|
|
|
|
Net
increase in net assets available for benefits per the financial
statements
|
|
$ |
16,824,211
|
|
Deemed
loans not reported on Form 5500
|
|
|
(53,969 |
) |
Adjustment
to report collective trust fund at fair value
|
|
|
(232,545 |
) |
Net
income per the Form 5500
|
|
$ |
16,537,697
|
|
Supplemental
Schedules
Astec
Industries, Inc. 401(k) Retirement Plan
Employer
I.D. No. 62-0873631 Plan No. 001
Schedule
H Line 4(a)
Schedule
of Delinquent Participant Contributions
For
the
year ended December 31, 2006
Participant
Contributions
Transferred
Late to Plan
|
|
|
Total
that Constitute
Nonexempt
Transactions
|
|
|
$
10,809 (a)
|
|
|
|
$ 10,809 (a)
|
|
|
$154,973
(b)
|
|
|
|
$154,973 (b)
|
|
(a)
Earnings on these contributions and loan repayments were deposited in April
2007
(b)
Earnings on these contributions and loan repayments were deposited in June
2007
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)
December
31, 2006
|
|
(b) Identity
of Issue, Borrower, Lessor or Similar Party
|
(c)
Description
of Investment
|
|
|
|
|
|
|
|
|
|
|
|
|
American
Century
|
Stable
Asset Fund
|
|
$ |
12,374,648
|
|
|
|
American
Century
|
Growth
Fund
|
|
|
9,399,756
|
|
|
|
American
Century
|
Vista
Fund
|
|
|
4,513,879
|
|
|
|
American
Century
|
Value
Fund
|
|
|
14,844,759
|
|
|
|
American
Century
|
Small
Capital Value Fund
|
|
|
5,154,322
|
|
|
*
|
|
J.P.
Morgan
|
Smart
Retirement Income Fund
|
|
|
2,329,950
|
|
|
*
|
|
J.P.
Morgan
|
Smart
Retirement 2010 Fund
|
|
|
4,717,988
|
|
|
*
|
|
J.P.
Morgan
|
Smart
Retirement 2015 Fund
|
|
|
4,325,616
|
|
|
*
|
|
J.P.
Morgan
|
Smart
Retirement 2020 Fund
|
|
|
5,673,410
|
|
|
*
|
|
J.P.
Morgan
|
Smart
Retirement 2030 Fund
|
|
|
2,237,324
|
|
|
*
|
|
J.P.
Morgan
|
Smart
Retirement 2040 Fund
|
|
|
735,167
|
|
|
*
|
|
J.P.
Morgan
|
Intrepid
Growth Fund
|
|
|
10,705,136
|
|
|
|
|
UBS
|
US
Large Capital Growth Fund
|
|
|
20,608,097
|
|
|
|
|
The
Boston Company
|
International
Core Equity Fund
|
|
|
6,886,368
|
|
|
|
|
Schwab
|
Brokerage
Accounts
|
|
|
1,230,690
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Astec
Industries, Inc.
|
Common
Stock
|
|
|
8,558,548
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Participant
Notes Receivable
|
Interest
Ranges from 5.0-10.5%, maturity
|
|
|
4,072,616
|
|
|
|
|
|
varies
through
2011
|
|
|
|
|
|
|
|
Interest
Bearing Cash
|
|
|
|
632
|
|
|
|
|
|
|
|
$ |
118,368,906
|
|
*
Indicates party-in-interest
Note: Cost
information has not been included because all investments are participant
directed.
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, hereunto duly
authorized, in the City of Chattanooga, State of Tennessee, on June 29,
2007
ASTEC
INDUSTRIES, INC.
401(k)
RETIREMENT PLAN
By
/s/F. McKamy Hall
F.
McKamy
Hall, Member
Astec
Industries, Inc.
401(k)
Retirement Plan Committee
Date:
June 29, 2007