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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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FORM 11-K |
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(Mark One) |
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( x ) Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2003. |
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or |
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( ) Transition report pursuant to Section 15(d) of the Securities exchange Act of 1934 for the transition period from _________________ to _____________________. |
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Commission File No. 0-14714 |
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A. Full title and address of the plan, if different from that of the issuer named below: |
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Astec Industries, Inc. 401(k) Retirement Plan |
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B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
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ASTEC INDUSTRIES, INC. |
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REQUIRED INFORMATION |
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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: |
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Financial Statements and Supplemental Schedule |
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Report of Independent Registered Public Accounting Firm |
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Financial Statements |
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Statements of Net Assets Available for Benefits for years ended December 31, 2003 and 2002 |
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Supplemental Schedules |
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Schedule H, Line 4i - Schedule of Assets (Held at End of Year) |
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Exhibit 23 - Consent of Independent Registered Public Accounting Firm |
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FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
Astec Industries, Inc. 401(k) Retirement Plan
As of December 31, 2003 and 2002 and year ended December 31, 2003
with Report of Independent Registered Public Accounting Firm
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Astec Industries, Inc. 401(k) Retirement Plan |
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Financial Statements and Supplemental Schedule |
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December 31, 2003 and 2002 and |
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Contents |
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Report of Independent Registered Public Accounting Firm |
1 |
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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 |
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Notes to Financial Statements |
4 |
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Supplemental Schedule |
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Schedule H, Line 4i 3/4 Schedule of Assets (Held at End of Year) |
8 |
Report of Independent Registered Public Accounting Firm
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, 2003 and 2002, and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2003 and 2002, and the changes in its net assets available for benefits for the year ended December 31, 2003, in conformity with U.S. generally accepted accounting principles.
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, 2003, 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 11, 2004
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Astec Industries, Inc. 401(k) Retirement Plan |
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Statements of Net Assets Available for Benefits |
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December 31 |
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2003 |
2002 |
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Assets |
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Investments, at fair value (Note 3) |
$81,489,097 |
$ 66,415,329 |
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Contribution receivables: |
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Participants |
21,405 |
12,883 |
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Employer |
8,497 |
16,582 |
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Total receivables |
29,902 |
29,465 |
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Net assets available for benefits |
$81,518,999 |
$ 66,444,794 |
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See accompanying notes.
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Astec Industries, Inc. 401(k) Retirement Plan |
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Statement of Changes in Net Assets Available for Benefits |
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Year ended December 31, 2003 |
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Additions to net assets attributed to: |
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Investment income |
$ 960,264 |
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Net appreciation in fair value of investments |
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Contributions: |
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Participants |
5,265,062 |
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Employer |
1,930,252 |
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7,195,314 |
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Total additions |
21,065,761 |
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Deductions from net assets attributed to: |
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Benefits paid to participants |
5,975,149 |
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Administrative expenses |
16,407 |
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Total deductions |
5,991,556 |
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Net increase |
15,074,205 |
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Net assets available for benefits |
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Beginning of year |
66,444,794 |
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End of year |
$ 81,518,999 |
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See accompanying notes.
Astec Industries, Inc. 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2003
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 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), as amended. 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 $12,000 ($14,000 if age 50 or above), as set by Federal law, or 40% of the participant's base salary. The Company matches 75% of the participant's contribution up to 4% of the employee's earnings except for employees of Kolberg-Pioneer, Inc. where the match is 50% 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 in their entire account balance.
Participants may change their investment options daily.
1. Description of Plan (continued)
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, 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. Interest rates for loans outstanding at December 31, 2003 range from 5.00% to 10.50%. 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, or upon death, disability or retirement, elect to receive a life annuity of 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 2003 at a cost of $1,399,600. The Plan sold shares of the Astec Industries, Inc. common stock on the open market during 2003 for $1,352,445 resulting in a loss of $81,885. The fair value of Astec Industries, Inc. common stock held for investment at December 31, 2003 and 2002 was $3,613,264 and $2,764,799, respectively.
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
All administrative and investment expenses are paid by the Plan.
Reclassifications
Certain amounts for 2002 have been reclassified to conform with the 2003 presentation.
3. Investments
During 2003, the Plan's investments appreciated in fair value as determined by quoted market prices as follows:
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Net Realized |
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Common stock |
$ 801,310 |
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Shares of registered investment companies |
12,108,873 |
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$ 12,910,183 |
3. Investments (continued)
Investments that represent 5% or more of the fair value of the Plan's net assets are as follows:
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December 31 |
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2003 |
2002 |
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American Century Growth Fund |
$ 7,265,378 |
$ 5,817,486 |
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American Century Ultra Fund |
11,212,077 |
8,774,132 |
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American Century Value Fund |
9,601,372 |
7,663,347 |
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American Century Strategic Alloc: Moderate Fund |
4,839,319 |
3,426,592 |
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American Century Prime Money Market |
11,918,210 |
13,154,750 |
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American Century Income & Growth Fund |
15,247,347 |
11,639,130 |
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 Internal Revenue Code (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 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.
Supplemental Schedule
Astec Industries, Inc. 401(k) Retirement Plan
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(a) |
(b) |
(c) Description of Investment |
(e) |
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Shares of Registered Investment Companies: |
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American Century |
Strategic Allocation Conservative Fund |
$ 3,299,582 |
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American Century |
Strategic Allocation Moderate Fund |
4,839,319 |
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American Century |
Strategic Allocation Aggressive Fund |
3,151,067 |
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American Century |
Income and Growth Fund |
15,247,347 |
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American Century |
Value Fund |
9,601,372 |
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American Century |
Growth Fund |
7,265,378 |
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American Century |
Ultra Fund |
11,212,077 |
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American Century |
Vista Fund |
2,565,689 |
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American Century |
International Growth Fund |
3,005,329 |
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American Century |
Prime Money Market Fund |
11,918,210 |
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American Century |
Small Cap Value Fund |
1,680,528 |
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Schwab |
Various Mutual Funds |
612,316 |
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JPMorgan Chase |
Scout Prime Fund |
2,522 |
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74,400,736 |
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Shares of Common Stock: |
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Astec Industries, Inc. |
Common Stock |
3,613,264 |
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Participant Notes Receivable |
5.00-10.50% |
3,475,097 |
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$ 81,489,097 |
* 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, thereunto duly authorized, in the City of Chattanooga, State of Tennessee, on June 25, 2004.
ASTEC INDUSTRIES, INC.
401(k) RETIREMENT PLAN
By: /s/ J. Don Brock
J. Don Brock, Chairman
Astec Industries, Inc.
401(k) Retirement Plan Committee