What changed in this filing

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Item 1A. Risk Factors

2023-03-01 compared with 2022-02-28 · 86 added, 88 removed, 207 unchanged (46% of the section changed)

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We, except as required by law, undertake no obligation to update or revise this risk factors discussion, whether as a result of new developments or otherwise.

Risks Related to the COVID-19 Pandemic

The COVID-19 pandemic continues to present risks that have and could continue to materially and adversely affect our business, financial condition, results of operations and/or cash flows.

The emergence of the COVID-19 pandemic has significantly impacted our operations.

Throughout 2020, our operations were adversely effected by significantly weakened demand for our products given the global economic uncertainty resulting from the pandemic.

While demand for our products has recovered throughout the pandemic, our operations continue to be adversely affected by the contributory effects of the pandemic, including supply chain disruptions, higher supply costs, including, in particular, higher steel costs, and labor shortages, disruptions and higher labor costs and longer contracting times.

Furthermore, any future governmental measures taken in response to the pandemic, including travel bans and restrictions, quarantines, shelter in place orders and business closures or vaccine mandates, could further impact our operations as well as demand for our products.

Restrictions on access to our manufacturing facilities or on the support operations or workforce, or similar limitations for suppliers and dealers, as well as restrictions or disruptions of transportation, port closures, increased border controls or closures, and material and component supply shortages have limited and could continue to limit our ability to meet customer demand, which could have a material adverse effect on our financial condition, cash flows and results of operations.

There is no certainty that current or future measures taken by governmental authorities will be sufficient to mitigate the risks posed by the virus, and our ability to perform critical functions could be harmed.

Uncertainties related to the continuing impact of the COVID-19 pandemic on our business include:

the duration and impact of the resurgence in COVID-19 cases (including as a result of new variants of the virus) and the efficacy of the COVID-19 vaccination program in any country, state, or region;

prolonged reduction or closure of our operations, or a delayed recovery in our operations;

additional closures as mandated or otherwise made necessary or advisable by governmental authorities;

disruptions in the supply chain and a prolonged delay in resumption of operations by one or more key suppliers, or the failure of any key suppliers to deliver products;

our ability to meet commitments to our customers on a timely basis as a result of increased costs and supply challenges;

the ability to receive goods on a timely basis and at anticipated costs;

increased logistics costs;

delays in our strategic initiatives as a result of reduced spending on research and development;

additional operating costs and inefficiencies due to remote working arrangements, adherence to social distancing guidelines and other pandemic related workplace challenges;

absence of employees due to illness;

the impact of the pandemic on our customers and dealers business operations, and their delays in their plans to invest in new equipment;

requests by our customers or dealers for payment deferrals and contract modifications;

the impact of disruptions in the global capital markets and/or declines in our financial performance, outlook or credit ratings, which could impact our ability to obtain funding in the future;

currency fluctuations and volatility resulting from economic uncertainty due to the pandemic's global impacts;

and the impact of the pandemic on demand for our products and services.

All of these factors could materially and adversely affect our business, liquidity, results of operations and financial position and the ultimate magnitude of COVID-19 related effects is dependent on these uncertainties.

As a result, we cannot at this time predict the impact of the COVID-19 pandemic, but it could have a continuing material and adverse effect on our business, financial condition, results of operations and/or cash flows.

Furthermore, the COVID-19 pandemic could heighten the other risks and uncertainties set forth in the risk factors below.

Please also see the discussion on our response to COVID-19 in Part II, Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations of this report and Item 1.

Business of this report, "Human Capital Resources and Management".

Economic and Industry Risks

Downturns in the general economy or decreases in commercial and residential construction spending or government infrastructure spending may adversely affect our revenues and operating results.

Downturns in the general economy or decreases in government infrastructure spending or commercial and residential construction spending may adversely affect our revenues and operating results.

General economic downturns, including downturns in government infrastructure spending and the commercial and residential construction industries, could result in a material decrease in our revenues and operating results.

Sales of our products are sensitive to the specific locations and regional economies in which they are sold in general, and in particular, changes in commercial construction spending and government infrastructure spending.

Sales of our products are sensitive to the specific locations and regional economies in which they are sold in general, and in particular, changes in

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commercial construction spending and government infrastructure spending.

In addition, many of our costs are fixed and cannot be quickly reduced in response to decreased demand.

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Changes in interest rates could reduce demand for our products.

Global interest rates have recently been at or near historic lows resulting in historically low financing costs for construction projects.

While we expect rates to remain relatively low in the near-term, rising interest rates could have a dampening effect on overall economic activity and/or the financial condition of our customers, either or both of which could negatively affect customer demand for our products and customers' ability to repay obligations to us.

Prior to 2022, global interest rates had been at or near historic lows resulting in historically low financing costs for construction projects.

Beginning in 2022, interest rates have increased substantially and are expected to continue to increase.

Rising interest rates could have a dampening effect on overall economic activity and/or the financial condition of our customers, either or both of which could negatively affect customer demand for our products and customers' ability to repay obligations to us.

An increase in interest rates could also make it more difficult for customers to cost-effectively fund the purchase of new equipment, which could adversely affect our sales.

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The implementation of more restrictive trade policies, such as higher tariffs, duties or charges, in countries where we operate could negatively impact our business, results of operations and financial condition.

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Our operations in foreign countries, and continued expansion into additional international markets, could expose us to risks inherent in doing business outside of the United States.

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As a result, our international sales and profit margins could decline.

Environmental, Social and Governance risks could adversely affect our reputation and shareholder, employee, customer and third party relationships and may negatively affect our stock price.

As a public company, we face increased public and investor scrutiny related to Environmental, Social and Governance ("ESG") activities.

We risk damage to our brand and reputation if we fail to act responsibly in a number of areas, such as diversity, equity and inclusion, environmental stewardship, including with respect to climate change, human capital management, support for our local communities, corporate governance and transparency, or fail to consider ESG factors in our business operations.

Additionally, investors and shareholder advocates are placing ever increasing emphasis on how corporations address ESG issues in their business strategy when making investment decisions and when developing their investment theses and proxy recommendations.

Furthermore, many of our peers have more resources to devote to ESG initiatives and may be further ahead than we are on their ESG efforts.

We may incur meaningful costs with respect to our ESG efforts and if such efforts are negatively perceived, our reputation and stock price may suffer.

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Manufacturing and Operations Risks

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Changes in the availability and price of these parts, components and raw materials (including steel) have changed significantly and rapidly at times.

The availability and price of such items are affected by factors like demand, changes to international trade policies that may result in additional tariffs, duties or other charges, freight costs and outbreaks and shipping and container constraints, each of which can significantly increase the costs of production.

The availability and price of such items are affected by factors like demand, changes to international trade policies that may result in additional tariffs, duties or other charges, freight costs, global pandemics, shipping and container constraints and labor shortages and costs, each of which can significantly increase the costs of production.

Due to price competition in the market for construction equipment and certain infrastructure products which have longer contract to completion cycles, we may not be able to recoup increases in these costs through price increases for our products, which would result in reduced profitability.

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Such disruptions, terminations or cost increases could result in cost inefficiencies, delayed sales or reduced sales.

The aforementioned risks have been, and may continue to be, exacerbated by the impact of COVID-19.

We may be adversely affected by any natural or man-made disruptions to our distribution and manufacturing facilities.

We may be adversely affected by any natural or man-made disruptions to our distribution and manufacturing facilities, including, but not limited to, future pandemics, climate change and war.

We currently maintain a broad network of distribution and manufacturing facilities throughout the U.S.

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An increase of adverse weather events, including as a result of climate change, could generally reduce or delay construction activity, which could adversely impact our revenues.

The emergence of the COVID-19 pandemic has significantly impacted our operations.

Throughout 2020, our operations were adversely affected by significantly weakened demand for our products given the global economic uncertainty resulting from the pandemic.

While demand for our products has recovered, our operations continue to be adversely affected by the contributory effects of the pandemic, including supply chain disruptions, higher supply costs, including, in particular, higher steel costs, and labor shortages, disruptions and higher labor costs and longer contracting times.

Future pandemics other than COVID-19 could further impact our operations and might have a material adverse effect on our financial condition, cash flows and results of operations.

There is no certainty that current or future measures taken by governmental authorities will be sufficient to mitigate the risks posed by the coronavirus or other viruses, and our ability to perform critical functions could be harmed.

Strategic Performance Risks

We may not fully sustain targeted performance improvements and other benefits realized from our recently announced OneASTEC business model.

In March 2020, we launched our OneASTEC business model, with the strategic pillars of Simplify, Focus and Grow.

We may not fully sustain targeted performance improvements and other benefits realized from our OneASTEC business model.

Our OneASTEC business model is designed around the strategic pillars of Simplify, Focus and Grow.

This is a focused effort towards an operating model centered around continuous improvement.

The OneASTEC business model was designed to better set strategic direction, define priorities and improve overall operating performance, as described in greater detail in the section titled "Corporate Strategic Objectives" in Item 1.

The OneASTEC business model was designed to better set strategic direction, define priorities and improve overall operating performance.

Our future success is partly dependent upon successfully executing and realizing performance improvements, revenue gains, cost savings and other benefits from this initiative.

It is possible that we may not fully realize, or sustain, the expected benefits from the OneASTEC business model.

Furthermore, the implementation of the OneASTEC initiatives may result in an increase in near-term expenses and negatively impact operational effectiveness and employee morale.

As part of our growth strategy, we may pursue acquisitions in the future and may not be successful in completing such acquisitions on favorable terms or be able to realize the anticipated benefits from such acquisitions.

We have historically grown, in large part, through strategic acquisitions, and our strategy is to continue to pursue attractive acquisition opportunities if and when they become available.

Failure to identify and acquire suitable acquisition candidates on appropriate terms could adversely impact our growth strategy.

In addition, although we have been successful in the past with the integration of numerous acquisitions, we may not be able to fully integrate the operations of any future acquired businesses with our own operations in an efficient and cost-effective manner or without significant disruption to our or the acquired companies’ existing operations.

Moreover, acquisitions involve significant risks and uncertainties, including uncertainties as to the future financial performance of the acquired business, the achievement of expected synergies, difficulties integrating acquired personnel and corporate cultures into our business, the potential loss of key employees, customers or suppliers, difficulties in integrating different computer and accounting systems, exposure to unforeseen liabilities of acquired companies and the diversion of management attention and resources from existing operations.

We may be unable to successfully complete potential acquisitions due to multiple factors, such as issues related to regulatory review of the proposed transactions or obtaining favorable financing.

We may also be required to incur additional debt or issue additional shares of our common stock in order to consummate acquisitions in the future.

Potential new indebtedness may be substantial and may limit our flexibility in using our cash flow from operations.

The issuance of new shares of our common stock could dilute the equity value of our existing shareholders.

Our failure to fully integrate future acquired businesses effectively or to manage other consequences of our acquisitions, including increased indebtedness, could prevent us from remaining competitive and, ultimately, could adversely affect our financial condition, operating results and cash flows.

Furthermore, the implementation of the OneASTEC initiatives will result in an increase in near-term expenses and may negatively impact operational effectiveness and employee morale.

As an innovative leader in the industries in which we operate, we occasionally undertake the engineering, design, manufacturing, construction and installation of equipment systems that are new to the market.

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Additionally, if the newly designed equipment were not to function as expected, we could be responsible for reimbursing the customer for their financial losses, including, but not limited to, the possible refund of the purchase price.

At various times, we have experienced negative margins on certain large projects.

These large projects have included both existing and innovative equipment designs, on-site construction and promised minimum production levels.

Designing innovative equipment to function as expected is inherently difficult and significant additional design phase, field testing and redesign costs may be incurred.

Designing and developing innovative equipment to function as expected is inherently difficult and significant design phase, field testing and redesign costs are often incurred in connection with such design and development activities.

The design and

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development phase requires meaningful lead time before a product is ready for market, which often requires a significant investment prior to realizing any revenues associated with such new products.

This also requires us to anticipate changing customer demands and if we are unable to accurately anticipate such customer demands we will likely incur losses associated with such product development.

In addition, any number of unforeseen circumstances can impact actual project costs.

Production delays, design changes, adverse weather conditions and other factors can also result in construction and testing delays, which can cause significant cost overruns or failure to meet required completion dates.

In certain circumstances, we may incur contractual penalties as a result of such delays or the failure to satisfy minimum production levels, and we may be liable to customers for other losses they incur in connection with such delays, including possible refund of the purchase price.

In certain circumstances, we may incur contractual penalties as a result of such delays to bring a product to market or be unable to satisfy minimum production levels, and we may be liable to customers for other losses they incur in connection with such delays, including possible refund of the purchase price.

At various times, we have experienced negative margins on certain large projects.

These large projects have included both existing and innovative equipment designs, on-site construction and promised minimum production levels.

We may not be able to sufficiently predict the extent of such unforeseen cost overruns and may experience significant losses on specialized projects in the future.

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If these activities are not completed in a timely manner, anticipated cost savings, synergies and efficiencies are not realized, business disruption occurs during the pendency of or following such activities or unanticipated charges are incurred, particularly if material, there may be a negative effect on our business, results of operations and financial condition.

We have historically grown, in large part, through strategic acquisitions, and our strategy is to continue to pursue attractive acquisition opportunities if and when they become available.

Failure to identify and acquire suitable acquisition candidates on appropriate terms could adversely impact our growth strategy.

We may be unable to successfully complete potential acquisitions due to multiple factors, such as issues related to regulatory review of the proposed transactions or obtaining favorable financing.

We may also be required to incur additional debt or issue additional shares of our common stock in order to consummate acquisitions in the future.

Potential new indebtedness may be substantial and may limit our flexibility in using our cash flow from operations.

The issuance of new shares of our common stock could dilute the equity value of our existing shareholders.

Financial Risks

We may be unsuccessful in complying with the financial ratio covenants or other provisions of our credit agreement.

As of December 31, 2021, we were in compliance with the financial covenants contained in our credit agreement with Wells Fargo Bank, N.A.

As of December 31, 2022, we were in compliance with the financial covenants contained in our credit agreement.

However, in the future we may be unable to comply with the financial covenants in our credit facility or to obtain waivers with respect to such financial covenants.

If such violations occur, our creditors could elect to pursue their contractual remedies under the credit facility, including requiring immediate repayment in full of all amounts then outstanding and requiring cash collateral to support outstanding letters of credit.

As of December 31, 2021, we had no borrowings, but did have $2.5 million in letters of credit outstanding under the Wells Fargo credit agreement.

We may also borrow additional amounts under the credit agreement in the future.

Certain of our international subsidiaries in South Africa, Australia, Brazil and the United Kingdom have entered into their own independent loan agreements with other lending institutions.

The expected phase out of LIBOR could impact the interest rates paid on our variable rate indebtedness and customer financing subsidy arrangements and cause our interest expense to increase.

The ICE Benchmark Administration Limited, the authorized administrator of LIBOR, has confirmed its intention to cease the publication of the one month and three month USD LIBOR after June 30, 2023.

Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S.

financial institutions, has endorsed replacing LIBOR with the Secured Overnight Financing Rate ("SOFR"), a new index calculated based on transactions in the market for short-term treasury securities.

Our borrowings under the Wells Fargo credit agreement reference one month USD LIBOR.

As of December 31, 2021, we had no borrowings but did have $2.5 million in letters of credit outstanding under the Wells Fargo credit agreement.

As of December 31, 2022, we had outstanding borrowings of $78.0 million and an additional $2.8 million in letters of credit outstanding under the credit agreement.

We may also borrow additional amounts under the credit agreement in the future.

Additionally, we pay subsidies that are, or were, based on the one month or three month USD LIBOR to third party finance companies that reduce the borrowing rate for our customers that choose to finance the purchase of our products.

We have amended some of the arrangements mentioned above to reference SOFR instead of LIBOR and plan to amend the remaining such arrangements before June 30, 2023.

We are not able to predict whether SOFR will become a widely accepted benchmark in place of LIBOR or what the impact of such a possible transition to SOFR may be on our financial condition.

Certain of our international subsidiaries in South Africa, Australia, Brazil, Canada and the United Kingdom have entered into their own independent loan agreements with the same lenders to our credit agreement as well as with other lending institutions.

We are subject to income taxes in the United States and certain foreign jurisdictions, and changes to the tax codes, effective tax rates and accounting principles related thereto could negatively impact our results of operations.

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jurisdictions or among jurisdictions with differing tax rates, changes in tax laws or treaties and related changes in generally accepted accounting principles.

Additionally, we typically incur substantial research and development costs each year and have historically received significant research and development tax credits due to these expenditures.

Additionally, we typically incur substantial research and development costs

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each year and have historically received significant research and development tax credits due to these expenditures.

Congress could reduce or eliminate such tax credits in future years, which could have a material adverse effect on our operating results.

Goodwill and other intangible assets comprise a material portion of our total assets.

We must test our goodwill and other intangible assets for impairment at least annually, which could result in a material, non-cash write-down of goodwill or intangible assets and could have a material adverse impact on our results of operations and shareholders' equity.

We must test our goodwill for impairment at least annually and other intangible assets if events or circumstances indicate that the carrying amount of the asset may not be recoverable, which could result in a material, non-cash write-down of goodwill or intangible assets and could have a material adverse impact on our results of operations and shareholders' equity.

We have completed a number of acquisitions and expect to continue to complete selected acquisitions in the future as a component of our growth strategy.

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Any such write-down of assets or goodwill would generally be recognized as a non-cash expense in our results of operations for the accounting period during which any such write down occurs.

Goodwill and indefinite-lived intangible assets are subject to impairment assessments at least annually (or more frequently when events or changes in circumstances indicate that impairment may have occurred).

At October 1, 2021, our testing indicated no impairment had occurred.

Goodwill is subject to impairment assessments at least annually (or more frequently when events or changes in circumstances indicate that impairment may have occurred).

Other intangible assets are subject to impairment assessments if conditions exist that indicate the carrying value may not be recoverable.

At October 1, 2022, we performed a quantitative assessment of impairment, and our testing indicated no impairment had occurred at any of our four reporting units.

However, the fair values of the Materials Solutions and Astec Digital reporting units exceeded their carrying values by 3.2% and 5.0%, respectively.

Since the Materials Solutions and Astec Digital reporting units' fair values did not substantially exceed the carrying values, we may be at risk for an impairment loss in the future if forecasted trends assumed in the fair value calculation are not realized.

As of December 31, 2022, there was $19.4 million and $8.7 million of goodwill recorded related to the Materials Solutions and Astec Digital reporting units, respectively.

A decrease in our market capitalization, profitability or negative or declining cash flows increases the risk of goodwill or other intangible asset impairments.

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Our performance could suffer if we cannot maintain our culture as well as attract, retain and engage our employees.

We believe our culture focused on safety, devotion, integrity, respect and collaboration, is one of our strongest assets.

We believe our culture focused on safety, devotion, integrity, respect and innovation, is one of our strongest assets.

Our strong culture positions us to recruit and retain top-level talent across our organization.

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Our ability to attract and retain qualified engineers, skilled manufacturing personnel and other professionals, either through direct hiring or acquisition of other businesses employing such professionals, will also be an important factor in determining our future success.

The contributory effects of the COVID-19 pandemic have resulted in significant challenges in retaining and attracting sufficiently qualified personnel to enable us to meet customer demand efficiently resulting in longer lead times to convert backlog to revenue and materially and adversely impacting our margins.

The shrinking availability of qualified talent in these areas is a significant challenge in retaining and attracting sufficiently qualified personnel to enable us to meet customer demand efficiently resulting in longer lead times to convert backlog to revenue and materially and adversely impacting our margins.

If we are unable to attract the most talented candidates, and cannot retain and engage additional highly qualified managerial, technical, manufacturing, and sales and marketing personnel by investing in their talent and personal development, our operational and financial performances could continue to suffer.

In addition, while we strive to reduce the impact of the departure of high performing employees, we could be impacted by the loss of employees, particularly when departures involve groups of employees.

Our ability to meet our business objectives may be affected by the departure of employees.

Further, the departure of groups of employees could increase the risk of claims or litigation from former employees.

Disputes with labor unions could potentially affect our ability to operate our facilities as well as our financial results.

In addition, disputes with labor unions could potentially affect our ability to operate our facilities as well as our financial results.

Any strike, work stoppage or other dispute with a labor union could materially adversely affect our business, results of operations and financial condition.

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If they are unable to do so, our business and financial results could be materially adversely affected.

In addition, if we were to lose the services of any one or more key employees, whether due to death, disability or termination of employment, our ability to successfully operate our business segments, financial plans, marketing and other objectives could be significantly impaired.

Our management has very minimal unencumbered equity ownership in us.

If we are not able to retain our key personnel or attract additional key personnel as required, we may not be able to implement our business plan, and our results of operations could be materially and adversely affected.

In addition, if we were to lose the services of any one or more key

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employees, whether due to death, disability or termination of employment, our ability to successfully operate our business segments, financial plans, marketing and other objectives could be significantly impaired.

Failure to retain our key personnel or attract additional key personnel as required and the impact of our recent leadership changes may adversely impact our ability to implement our business plan and our results of operations could be materially and adversely affected.

We depend to a large extent on the abilities and continued participation of our executive officers and other key employees.

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The loss of services of any one or more of these individuals may have a material and adverse effect on our Company and our business prospects.

Furthermore, we have had recent leadership changes and transitions involving our senior leadership team, including our CEO, as previously announced.

Such leadership changes can be inherently difficult to manage, and an inadequate transition may cause disruption to our business, including to our relationships with our customers, suppliers, vendors and employees.

It may also make it more difficult for us to hire and retain key employees.

In addition, any failure to ensure the effective transfer of knowledge and a smooth transition could hinder our strategic planning, execution and future performance.

Legal, Regulatory and Compliance Risks

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A successful claim brought against us in excess of available insurance coverage or a requirement to participate in a product recall may have a material adverse effect on our business.

If we become subject to increased governmental regulation, we may incur significant costs.

Certain of our equipment is subject to rules limiting emissions and other climate related rules and regulation.

We are subject to significant governmental regulation and if we fail to comply with such regulation or if we become subject to increased regulation, we may incur significant costs related to penalties, remedial measures or increased compliance requirements.

We are subject to a wide range of government regulations, including the U.S.

Foreign Corrupt Practices Act, other anti-corruption laws, regulations administered by the U.S.

Department of Commerce’s Bureau of Industry and Security, the U.S.

Department of Treasury’s Office of Foreign Assets Control and various non-U.S.

government entities, including applicable export control regulations, economic sanctions on countries, entities and other persons, customs requirements, currency exchange regulations and transfer pricing regulations.

While we maintain compliance programs to help ensure compliance with such regulations, there is no assurance that we will be effective in complying with all such regulations.

Failure to comply with such regulations could subject us to criminal and civil penalties, disgorgement and other sanctions, remedial measures, legal expenses and reputational damage, all of which could have an adverse impact on our business, financial condition, results of operations and liquidity.

In addition, certain of our equipment is subject to rules limiting emissions and other climate related rules and regulation.

In addition, several of our products contain components that must comply with environmental, health and safety laws or regulations, including performance standards, promulgated by the Environmental Protection Agency and other state regulatory agencies.

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We are subject to a variety of legal proceedings, the outcome of which may be unfavorable to us.

From time to time, we may be involved in various legal proceedings that arise in the ordinary course of our business.

From time to time, we may be involved in various legal proceedings and subject to government investigations.

We are unable to predict when claims or matters will arise and the extent to which they will affect our business, and the international nature of our business exposes us to legal and regulatory matters that arise in foreign jurisdictions as well.

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Our business may be adversely impacted by the outcome of legal proceedings and other contingencies that cannot be predicted with certainty.

We estimate loss contingencies and establish reserves based on our assessment where liability is deemed probable and reasonably estimable given the facts and circumstances known to us at a particular point in time.

We estimate loss contingencies and establish reserves based on our assessment where

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liability is deemed probable and reasonably estimable given the facts and circumstances known to us at a particular point in time.

Subsequent developments may affect our assessment and estimates of the loss contingencies recognized as liabilities.

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We may not be able to successfully implement our strategic transformation initiatives, including our new enterprise resource planning system.

We have 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 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.

We have launched a multi-year phased implementation of a standardized enterprise resource planning ("ERP") system across our global organization, which will replace our existing disparate core financial systems.

The upgraded ERP will convert our

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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, transforming how we connect people, products and processes to operate as OneASTEC.

An implementation of this scale is a major financial undertaking and has, and will continue to, require substantial time and attention of management and key employees.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors