-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CrO2/LrzuqskpzXZB5uT3++51uFw07O5dtWi1ZPfH2cpBb3t86gdmTd2ZJESZhby EUOkkbkkJga+rr0UmKaBTA== 0000792987-03-000085.txt : 20031021 0000792987-03-000085.hdr.sgml : 20031021 20031021091244 ACCESSION NUMBER: 0000792987-03-000085 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030930 ITEM INFORMATION: ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031021 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASTEC INDUSTRIES INC CENTRAL INDEX KEY: 0000792987 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION MACHINERY & EQUIP [3531] IRS NUMBER: 620873631 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14714 FILM NUMBER: 03948881 BUSINESS ADDRESS: STREET 1: 1725 SHEPHERD ROAD CITY: CHATTANOOGA STATE: TN ZIP: 37421 BUSINESS PHONE: 4238995898 MAIL ADDRESS: STREET 1: 1725 SHEPHERD ROAD STREET 2: 1725 SHEPHERD ROAD CITY: CHATTANOOGA STATE: TN ZIP: 37421 8-K 1 f8k102103.htm FORM 8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

FORM 8-K

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 21, 2003

ASTEC INDUSTRIES, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

 

Tennessee

0-14714

62-0873631

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

 

 

 

 

1725 Shepherd Road

Chattanooga, Tennessee 37421

(Address of Principal Executive Offices and Zip Code)

 

(423) 899-5898

(Registrant's telephone number, including area code)

 

 

ITEM 9. REGULATION FD DISCLOSURE

ITEM 12. RESULTS OF OPERATION AND FINANCIAL CONDITION

Issuance of Press Release Regarding Earnings for Third Quarter 2003

On October 21, 2003, Astec Industries, Inc. (the "Company") issued a press release announcing its financial results for its quarter ended September 30, 2003 of the Company's 2003 fiscal year.

A copy of the Company's press release is included as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this report (including Exhibit 99.1) is furnished pursuant to Item 9 of Form 8-K and shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information contained herein that is required to be disclosed solely by Regulation FD.

 

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 hereunto duly authorized.

 

ASTEC INDUSTRIES, INC.

Date: October 21, 2003 By: /s/ J. Don Brock

J. Don Brock, Chairman of the Board

and President (Principal Executive Officer)

 

  

 

Index to Exhibits

 

 

 Exhibit Description

 

Press Release, dated October 21, 2003.

EX-99 3 f8kex991.htm EXHIBIT 99.1, PRESS RELEASE

EXHIBIT 99.1

ASTEC INDUSTRIES, INC. REPORTS THIRD QUARTER 2003 RESULTS

 

CHATTANOOGA, Tenn. (October 21, 2003) - Astec Industries, Inc. (Nasdaq: ASTE) today reported results for the third quarter ended September 30, 2003.

Revenues for the third quarter of 2003 were $106.9 million compared with $126.1 million for the third quarter of 2002. Domestic sales accounted for 76.5% and international sales 23.5% of the third quarter revenues of 2003 compared to 85.9% for domestic sales and 14.1% for international sales of the third quarter revenues for 2002. The net loss for the third quarter of 2003 was $0.8 million, or $0.04 per share. The net loss for the third quarter of 2002 was $1.4 million or $0.07 per share.

Revenues for the nine months ended September 30, 2003, were $338.8 million compared with $375.2 million in the same period in 2002. The net loss for the nine months ended September 30, 2003, was $4.8 million, or $0.25 per share, compared to net income of $5.6 million, or $0.28 per fully diluted share for the same period in 2002.

Consolidated financial statements for the third quarter and the first nine months of fiscal year 2003 and additional information related to segment revenues and profits are attached to this press release.

Astec's backlog at September 30, 2003, was $42.1 million compared with $63.4 million at September 30, 2002.

Commenting on the announcement, Dr. J. Don Brock, Chairman and Chief Executive Officer, stated, "The lack of sales volume experienced in the third quarter, along with pricing pressure and underabsorbed overhead significantly impacted our gross margin. Compared to the third quarter of the prior year, we made progress in reducing our selling, general, administrative and engineering expenses by $3.2 million. Interest expense has been reduced $1.1 million for the third quarter compared to the third quarter of the prior year as a result of reducing our long-term debt. Of the year-to-date pre-tax loss of $7.8 million, $6.3 million is attributable to the refinancing of our debt. The $6.3 million of refinancing expense is composed of the senior note termination expense of $3.8 million (shown on a separate line in the income statement), $2.2 million included in S,G,A,&E expense, and $0.3 million included in the interest expense. We expect the challenging market conditions to persist for the res t of 2003 and into 2004. Based on our information, customers' operating results for the third quarter and the five-month continuation of the Federal Highway funding in addition to the 50% bonus depreciation are generating some positive indications in customers' capital expenditure plans. "

Comments Concerning the Third Quarter of 2003: The following discussion is a compilation of "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act. Such statements are not guarantees of future performance and are subject to certain risks, uncertainties, assumptions and other factors, some of which are beyond the Company's control, that could cause actual results to differ materially from those anticipated as of the date of this press release.


Investor Conference Call and Web Simulcast

Astec will conduct a conference call on October 21, 2003, at 10:00 A.M. Eastern Time to review its third quarter results as well as current business conditions. The number to call for this interactive teleconference is (800) 404-1354; international participants should dial (706) 643-0825. Please reference Astec Industries.

The company will also provide an online Web simulcast and rebroadcast of the conference call. The live broadcast of Astec's conference call will be available online at the Company's website:

www.astecindustries.com/investors/corporate_info/conference_calls/default.htm

An archived webcast will be available for 90 days at www.astecindustries.com.

. A replay of the conference call will be available through midnight on Friday, October 24, 2003 by dialing (800) 642-1687 - Confirmation/Conference ID # 3264502. A transcription of the conference call will be made available under the Investor Relations section of the Astec Industries, Inc. website within 5 days after the call.

Astec Industries, Inc. is a manufacturer of specialized equipment for building and restoring the world's infrastructure. Astec's manufacturing operations are divided into four business segments: aggregate processing and mining equipment; asphalt production equipment; mobile asphalt paving equipment; and underground boring, directional drilling and trenching equipment.

The information contained in this press release contains "forward-looking statements" (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the future performance of the Company, including statements about the Company's financial performance for the future generally, the amounts of future highway funding, the effects of increased highway funding and changes in the tax laws on the capital expenditures of the Company's customers, and persistent challenging market conditions. These forward-looking statements reflect management's expectations that are based upon currently available information, and the Company undertakes no obligation to update or revise such statements. These statements are not guarantees of performance and are inherently subject to risks and uncertainties, many of which cannot be predicted or anticipated. Future events and actual results, financial or otherwise, could differ materially from those expressed in or implied by the forward-looking statements. Important factors that could cause future events or actual results to differ materially include: general uncertainty in the economy, further downturns in the economy or delays in any upturns in the economy, rising oil and liquid asphalt prices, a failure to comply with covenants in the Company's credit facility, rising interest rates, decreased funding for highway projects, the timing of large contracts, production capacity, general business conditions in the industry, demand for the Company's products, seasonality and cyclicality in operating results, seasonality of sales volumes, competitive activity and those other factors listed from time to time in the Company's reports filed with the Securities and Exchange Commission, including but not limited to the Company's annual report on Form 10-K for the year ended December 31, 2002.

For Additional Information Contact:
J. Don Brock
Chairman of the Board & C.E.O.
Phone: (423) 867-4210
Fax: (423) 867-4127
E-mail: dbrock@astecindustries.com
or
F. McKamy Hall
Vice President and Chief Financial Officer
Phone: (423) 899-5898
Fax: (423) 899-4456
E-mail: mhall@astecindustries.com
or
Stephen C. Anderson
Director of Investor Relations
Phone: (423) 899-5898
Fax: (423) 899-4456
E-mail: sanderson@astecindustries.com
 

Astec Industries, Inc. and Subsidiaries

Consolidated Balance Sheets

(In thousands)

(Unaudited)

September 30

September 30

2003

2002

Assets

Current Assets

Cash and cash equivalents

$ 12,610

$ 8,927

Receivables, net

59,496

73,766

Inventories

108,932

128,513

Prepaid expenses and other

19,594

15,837

Total current assets

200,632

227,043

Property and equipment, net

112,969

118,824

Other assets

42,038

56,554

Total assets

$ 355,639

$ 402,421

Liabilities and shareholders' equity

Current liabilities

Notes payable

$ 548

$ 2,040

Current maturities of long-term debt

5,861

521

Accounts payable - trade

28,948

31,532

Other accrued liabilities

36,869

42,590

Total current liabilities

72,226

76,683

Long-term debt, less current maturities

80,682

109,650

Other non-current liabilities

10,645

11,715

Minority interest in consolidated subsidiary

475

372

Total shareholders' equity

191,611

204,001

Total liabilities and shareholders' equity

$ 355,639

$ 402,421

 

 

 Astec Industries, Inc. and Subsidiaries

Consolidated Statements of Operations

(In thousands)

(Unaudited)

Three Months Ended

Nine Months Ended

September 30

September 30

2003

2002

2003

2002

Net sales

$106,870

$126,100

$338,837

$375,211

Cost of sales

88,557

105,338

279,990

299,948

Gross profit

18,313

20,762

58,847

75,263

Selling, general, administrative & engineering expenses

17,985

21,145

57,883

61,080

Income from operations

328

(383)

964

14,183

Interest expense

1,545

2,672

5,983

7,834

Other income, net of expense

(61)

932

1,026

2,059

Senior note termination expense

-

-

(3,837)

-

Income (loss) before income taxes

(1,278)

(2,123)

(7,830)

8,408

Income taxes

(500)

(706)

(3,040)

2,745

Minority interest in earnings

7

21

39

59

Net income (loss)

$(785)

$(1,438)

$(4,829)

$5,604

Earnings per Common Share

Net income (loss):

Basic

$(0.04)

$(0.07)

$(0.25)

$0.29

Diluted

$(0.04)

$(0.07)

$(0.25)

$0.28

Weighted average common shares outstanding

Basic

19,698,817

19,676,205

19,687,774

19,651,619

Diluted

19,698,817

19,676,205

19,687,774

19,951,912

 

 

 

Astec Industries, Inc. and Subsidiaries

Segment Revenues and Profits

For the three months ended September 30, 2003 and 2002

(in thousands)

(Unaudited)

Asphalt Group

Aggregate and Mining Group

Mobile Asphalt Paving Group

Underground Group

All Others

Total

2003 Revenues

26,578

44,232

19,691

15,290

1,079

106,870

2002 Revenues

40,776

52,349

23,768

8,052

1,155

126,100

Change $

(14,198)

(8,117)

(4,077)

7,238

(76)

(19,230)

Change %

(34.8%)

(15.5%)

(17.2%)

89.9%

(6.6%)

(15.2%)

2003 Gross Profit

4,104

8,872

4,311

999

27

18,313

2003 Gross Profit %

15.4%

20.1%

21.9%

6.5%

2.5%

17.1%

2002 Gross Profit

5,909

9,717

4,380

394

362

20,762

2002 Gross Profit %

14.5%

18.6%

18.4%

4.9%

31.3%

16.5%

Change

(1,805)

(845)

(69)

605

(335)

(2,449)

2003 Profit (Loss)

203

932

1,340

(1,670)

(1,596)

(791)

2002 Profit (Loss)

320

1,566

1,073

(2,354)

(2,609)

(2,004)

Change $

(117)

(634)

267

684

1,013

1,213

Change %

(36.6%)

(40.5%)

24.9%

29.1%

38.8%

(60.5%)

Segment revenues are reported net of intersegment revenues. Segment gross profit is net of profit on intersegment

revenues. A reconciliation of total segment profits to the Company's consolidated net income is as follows:

For the three months ended September 30,

2003

2002

Total (loss) for all segments

(791)

(2,004)

Minority interest in earnings of subsidiary

(7)

(21)

Recapture of intersegment profit

13

587

Consolidated net income (loss)

(785)

(1,438)

Astec Industries, Inc. and Subsidiaries

Segment Revenues and Profits

For the nine months ended September 30, 2003 and 2002

(in thousands)

(Unaudited)

Asphalt Group

Aggregate and Mining Group

Mobile Asphalt Paving Group

Underground Group

All Others

Total

2003 Revenues

101,633

134,678

60,950

39,730

1,846

338,837

2002 Revenues

135,544

148,942

57,628

30,087

3,010

375,211

Change $

(33,911)

(14,264)

3,322

9,643

(1,164)

(36,374)

Change %

(25.0%)

(9.6%)

5.8%

32.1%

(38.7%)

(9.7%)

2003 Gross Profit

14,224

28,581

13,020

2,762

260

58,847

2003 Gross Profit %

14.0%

21.2%

21.4%

7.0%

14.1%

17.4%

2002 Gross Profit

22,033

32,814

14,884

4,717

815

75,263

2002 Gross Profit %

16.3%

22.0%

25.8%

15.7%

27.1%

20.1%

Change

(7,809)

(4,233)

(1,864)

(1,955)

(555)

(16,416)

2003 Profit (Loss)

1,775

4,734

3,474

(5,819)

(9,468)

(5,304)

2002 Profit (Loss)

7,835

7,809

5,338

(2,622)

(12,095)

6,265

Change $

(6,060)

(3,075)

(1,864)

(3,197)

2,627

(11,569)

Change %

(77.3%)

(39.4%)

(34.9%)

(121.9%)

21.7%

(184.7%)

Segment revenues are reported net of intersegment revenues. Segment gross profit is net of profit on intersegment

revenues. A reconciliation of total segment profits to the Company's consolidated net income is as follows:

For the nine months ended September 30,

2003

2002

Total profit (loss) for all segments

(5,304)

6,265

Minority interest in earnings of subsidiary

(39)

(59)

Recapture (elimination) of intersegment profit

514

(602)

Consolidated net income (loss)

(4,829)

5,604

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