What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-26 compared with 2024-02-28 · 410 added, 365 removed, 1069 unchanged (42% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements and Supplementary Data:

Index to the Financial Statements and Supplementary Data:

Reports of Independent Registered Public Accounting Firms

1 unchanged sentence

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Comprehensive (Loss) Income

Consolidated Statements of Cash Flows

1 unchanged sentence

Notes to Consolidated Financial Statements

Business and Organization

Ba sis of Presentat i on and Significant Accounting Policies

Fair Value Measurements

Intangible Assets

Property and Equipment

Product Warranty Reserves

Accrued Loss Reserves

Employee Benefit Plans

Commitments and Contingencies

Share-Based Compensation

Revenue Recognition

Operations by Industry Segment and Geographic Area

Other Expenses and Income, net

Strategic Transformation and Restructuring, Impairment and Other Asset Charges, net

All schedules are omitted because they are not applicable, or the required information is shown in the financial statements or notes thereto.

Table of Content s

Reports of Independent Registered Public Accounting Firms

1 unchanged sentence

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheet of Astec Industries, Inc.

and subsidiaries (the "Company") as of December 31, 2023, the related consolidated statements of operations, comprehensive income, shareholders' equity, and cash flows, for the year ended December 31, 2023, and the related notes (collectively referred to as the "financial statements").

We have audited the accompanying consolidated balance sheets of Astec Industries, Inc.

and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, shareholders' equity, and cash flows, for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").

We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

1 unchanged sentence

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audit.

Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audit of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

1 unchanged sentence

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provide a reasonable basis for our opinions.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

8 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and

Table of Content s

we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

3 unchanged sentences

Under the terms of such contracts, revenue is recorded upon the customer's assumption of title and risk of ownership and when the Company has a present right to payment.

In addition, the equipment is segregated from the Company's inventory, specifically identified as belonging to the customer and is ready for physical transfer to the customer.

In addition, the equipment is segregated from the Company's inventory, specifically identified as belonging to the customer and is ready for physical transfer to the customer, and the equipment cannot be used or redirected to another customer.

The Company has not retained any specific performance obligations such that the earnings process is not complete prior to revenue recognition.

4 unchanged sentences

• We tested the effectiveness of internal controls over management's review to determine whether revenue should be recognized.

• We tested the accuracy and completeness of the completed orders recognized in revenue through physical observation of the equipment stored at the Company’s facilities.

• We tested the accuracy and completeness of the completed orders recognized in revenue through physical observation of a selected sample of the equipment stored at the Company’s facilities.

• We selected a sample of completed contracts with customers where the equipment was stored at the Company’s facilities and performed the following procedures for each selection:

– Confirmed contractual terms with third parties, including that the customer has requested the arrangement.

◦ Sent confirmations to customers regarding key contractual terms, including that the customer has requested the arrangement.

◦ Obtained and read the customer contract and correspondence to determine whether the Company has a present right to payment.

5 unchanged sentences

We have served as the Company's auditor since 2023.

To the Shareholders and Board of Directors

Table of Content s

To the Stockholders and Board of Directors

Astec Industries, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Astec Industries, Inc.

and subsidiaries (the Company) as of December 31, 2022, the related consolidated statement of operations, comprehensive (loss) income, cash flows and equity for each of the years in the two‑year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for each of the years in the two‑year period ended December 31, 2022, in conformity with U.S.

We have audited the accompanying statements of operations, comprehensive (loss) income, equity, and cash flows of Astec Industries, Inc.

and subsidiaries (the Company) for the year ended December 31, 2022, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations of the Company and its cash flows for the year ended December 31, 2022, in conformity with U.S.

generally accepted accounting principles.

1 unchanged sentence

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

We served as the Company's auditor from 2015 to 2022.

Atlanta, Georgia

March 1, 2023

March 1, 2023, except for Note 19, as to which the date is February 26, 2025

Table of Content s

ASTEC INDUSTRIES, INC.

8 unchanged sentences

Prepaid expenses and other assets 29.8 27.7

Assets held for sale — 15.4

Total current assets 722.8 719.5

35 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

Table of Content s

ASTEC INDUSTRIES, INC.

7 unchanged sentences

Selling, general and administrative expenses 276.1 276.4 247.6

Goodwill impairment 20.2 — —

Restructuring, impairment and other asset charges, net 8.4 5.8 9.0

3 unchanged sentences

Interest income 2.0 2.1 1.0

Other income (expenses), net 1.0 ( 1.6 ) ( 5.5 )

Other (expenses) income, net ( 0.6 ) 1.0 ( 1.6 )

Income before income taxes 13.9 42.8 4.4

Income tax provision (benefit) 9.1 5.0 ( 2.1 )

Income tax provision 9.8 9.1 5.0

Net income (loss) 4.1 33.7 ( 0.6 )

Net (income) loss attributable to noncontrolling interest ( 0.2 ) 0.5 ( 0.1 )

Net loss (income) attributable to noncontrolling interest 0.2 ( 0.2 ) 0.5

Net income (loss) attributable to controlling interest $ 4.3 $ 33.5 $ ( 0.1 )

5 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

Table of Content s

ASTEC INDUSTRIES, INC.

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Comprehensive (Loss) Income

(In millions)

2 unchanged sentences

Net income (loss) $ 4.1 $ 33.7 $ ( 0.6 )

Other comprehensive income (loss):

Other comprehensive (loss) income:

Foreign currency translation adjustments ( 13.3 ) 2.1 ( 7.7 )

Change in unrecognized pension and postretirement benefit costs — — 3.1

Other comprehensive income (loss) 2.1 ( 7.7 ) 1.0

Comprehensive (income) loss attributable to noncontrolling interest ( 0.3 ) 0.5 —

Comprehensive income (loss) attributable to controlling interest $ 35.5 $ ( 7.8 ) $ 16.9

Other comprehensive (loss) income ( 13.3 ) 2.1 ( 7.7 )

Comprehensive loss (income) attributable to noncontrolling interest 0.5 ( 0.3 ) 0.5

Comprehensive (loss) income attributable to controlling interest $ ( 8.7 ) $ 35.5 $ ( 7.8 )

The accompanying notes are an integral part of these consolidated financial statements.

Table of Content s

ASTEC INDUSTRIES, INC.

9 unchanged sentences

Provision for warranties 18.6 17.6 12.6

Deferred compensation (benefit) expense ( 0.1 ) ( 0.9 ) 0.5

Deferred compensation benefit ( 0.1 ) ( 0.1 ) ( 0.9 )

Share-based compensation 5.0 4.1 6.8

1 unchanged sentence

Gain on disposition of property and equipment, net ( 1.1 ) ( 3.1 ) ( 0.7 )

Non-cash curtailment and settlement loss on pension and postretirement benefits, net — — 3.2

Asset impairment charges 1.2 3.5 0.2

Goodwill impairment 20.2 — —

Other impairment charges — 1.2 3.5

Amortization of debt issuance costs 0.3 0.3 —

7 unchanged sentences

Accounts payable ( 35.9 ) 7.7 25.5

Accrued retirement benefit costs — — ( 0.1 )

Accrued loss reserves ( 0.9 ) 1.4 ( 0.1 )

7 unchanged sentences

Acquisitions, net of cash acquired — — ( 17.8 )

Price adjustment on prior sale of subsidiary — — ( 1.1 )

Expenditures for property and equipment ( 20.5 ) ( 34.1 ) ( 40.7 )

Proceeds from sale of property and equipment 2.3 20.3 5.7

Proceeds from insurance 0.4 — —

Purchase of investments ( 1.1 ) ( 1.0 ) ( 1.0 )

1 unchanged sentence

Net cash used in investing activities ( 18.0 ) ( 12.9 ) ( 53.2 )

Table of Content s

ASTEC INDUSTRIES, INC.

11 unchanged sentences

Repurchase of Company stock — — ( 10.1 )

Net cash (used in) provided by financing activities ( 18.3 ) 60.1 ( 12.1 )

Net cash provided by (used in) financing activities 24.4 ( 18.3 ) 60.1

Effect of exchange rates on cash ( 1.8 ) 0.6 ( 1.4 )

Decrease in cash and cash equivalents and restricted cash ( 2.8 ) ( 68.4 ) ( 24.2 )

Increase (decrease) in cash and cash equivalents and restricted cash 27.6 ( 2.8 ) ( 68.4 )

Cash, cash equivalents and restricted cash, beginning of period 63.2 66.0 134.4

2 unchanged sentences

Cash paid during the year for:

Interest, net of capitalized interest $ 7.0 $ 1.1 $ 0.3

Interest $ 8.5 $ 7.0 $ 1.1

Income taxes paid, net $ 8.2 $ 13.8 $ 17.7

5 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

Table of Content s

ASTEC INDUSTRIES, INC.

4 unchanged sentences

22,767,052 $ 4.5 $ 130.6 $ ( 32.4 ) $ ( 1.2 ) $ 549.3 $ 0.5 $ 651.3

Net income — — — — — 15.8 0.1 15.9

Other comprehensive income (loss) — — — 1.1 — — ( 0.1 ) 1.0

Net loss — — — — — ( 0.1 ) ( 0.5 ) ( 0.6 )

Other comprehensive loss — — — ( 7.7 ) — — — ( 7.7 )

Dividends ($ 0.49 per share)

4 unchanged sentences

Deferred compensation programs' transactions, net — — 0.1 — 0.1 — — 0.2

Share repurchases ( 251,087 ) ( 0.1 ) — — — ( 10.0 ) — ( 10.1 )

Balance, December 31, 2022

22,624,031 $ 4.5 $ 135.8 $ ( 40.1 ) $ ( 1.1 ) $ 527.8 $ — $ 626.9

Net loss — — — — — ( 0.1 ) ( 0.5 ) ( 0.6 )

Other comprehensive loss — — — ( 7.7 ) — — — ( 7.7 )

Net income — — — — — 33.5 0.2 33.7

Other comprehensive income — — — 2.0 — — 0.1 2.1

Dividends ($ 0.52 per share)

4 unchanged sentences

Deferred compensation programs' transactions, net — — — — 0.3 — — 0.3

Share repurchases ( 251,087 ) ( 0.1 ) — — — ( 10.0 ) — ( 10.1 )

Balance, December 31, 2023

1 unchanged sentence

Net income — — — — — 4.3 ( 0.2 ) 4.1

Other comprehensive income — — — 2.0 — — 0.1 2.1

Other comprehensive loss — — — ( 13.0 ) — — ( 0.3 ) ( 13.3 )

Dividends ($ 0.52 per share)

7 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

Table of Content s

ASTEC INDUSTRIES, INC.

3 unchanged sentences

Astec Industries, Inc.

is a Tennessee corporation which was incorporated in 1972.

("Astec" or the "Company") is a Tennessee corporation which was incorporated in 1972.

The Company designs, engineers, manufactures, markets and services equipment and components used primarily in asphalt and concrete road building and related construction activities, as well as other products discussed below.

6 unchanged sentences

blower trucks;

concrete plants;

commercial and industrial burners;

and combustion control systems.

The Company's products are marketed both domestically and internationally primarily to asphalt producers;

The Company's products are marketed both domestically and internationally primarily to asphalt and concrete producers;

highway and heavy equipment contractors;

1 unchanged sentence

sand and gravel producers;

construction, demolition, recycle and crushing contractors;

construction, demolition, recycling and crushing contractors;

forestry and environmental recycling contractors;

4 unchanged sentences

The distribution and sale of replacement parts is an integral part of the Company's business.

The Company operates in two reportable segments (plus Corporate and Other) - Infrastructure Solutions and Materials Solutions.

The Company operates in two reportable segments - Infrastructure Solutions and Materials Solutions.

The Company's two reportable business segments comprise sites based upon the nature of the products produced or services provided, the type of customer for the products, the similarity of economic characteristics, the manner in which management reviews results and the nature of the production process, among other considerations.

The Corporate and Other category consists primarily of the parent company, Astec Insurance Company ("Astec Insurance" or the "captive"), a captive insurance company, and Astec Digital, the controls and automation business, which do not meet the requirements for separate disclosure as an operating segment or inclusion in one of the other reporting segments.

The Corporate and Other category consists primarily of the parent company and Astec Insurance Company ("Astec Insurance" or the "captive"), a captive insurance company, which do not meet the requirements as an operating segment or inclusion in one of the other reporting segments.

Basis of Presentation and Significant Accounting Policies

6 unchanged sentences

Noncontrolling interest in the Company's consolidated financial statements represents the 7 % interest in a consolidated subsidiary which is not owned by the Company.

Since the Company controls this subsidiary, the subsidiary's financial statements are consolidated with those of the Company, and the noncontrolling owner's 7 % share of the subsidiary's net assets and results of operations is deducted and reported as "Noncontrolling interest" in the Consolidated Balance Sheets and as "Net (income) loss attributable to noncontrolling interest" in the Consolidated Statements of Operations.

The Company executed an agreement in February 2022 with the noncontrolling interest holder, which is undergoing a judicial reorganization in Brazil, to acquire their outstanding interest in full for R$ 10.0 M (approximately $ 2.0 million, subject to the effect of exchange rates).

Completion of the transaction is subject to obtaining certain judicial approval in Brazil.

Since the Company controls this subsidiary, the subsidiary's financial statements are consolidated with those of the Company, and the noncontrolling owner's 7 % share of the subsidiary's net assets and results of operations is deducted and reported as "Noncontrolling interest" in the Consolidated Balance Sheets and as "Net loss (income) attributable to noncontrolling interest" in the Consolidated Statements of Operations.

The Company executed an agreement in February 2022 with the noncontrolling interest holder to acquire their outstanding interest in full for R$ 10.0 M (approximately $ 2.0 million, subject to the effect of exchange rates).

Completion of the transaction is subject to resolution of certain disputes between the parties.

Use of Estimates

1 unchanged sentence

GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes.

Significant items subject to such estimates and assumptions include excess and obsolete inventory, inventory net realizable value, product warranty obligations, self-insurance loss reserves, capitalization of internal use software, goodwill and other intangible assets impairment and the measurement of income tax assets and liabilities.

Significant items subject to such estimates and assumptions include excess and obsolete inventory, inventory net realizable value, product warranty obligations, capitalized implementation costs, goodwill and other intangible assets impairment and the measurement of income tax assets and liabilities.

The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances.

1 unchanged sentence

Actual results could differ from those estimates.

All dollar amounts, except share and per share amounts, are in millions of dollars unless otherwise indicated.

All dollar amounts, except per share amounts, are in millions of dollars unless otherwise indicated.

Table of Content s

Significant Accounting Policies

1 unchanged sentence

The Company maintains cash balances with high credit quality institutions, the balances of which may exceed federally insured limits.

The Company had $ 25.9 million in a government money market fund at December 31, 2022, which is included in "Cash, cash equivalents and restricted cash" in the Consolidated Balance Sheets.

The Company discontinued use of this fund during 2023.

The Company had cash of $ 3.4 million and $ 3.2 million at December 31, 2023 and 2022, respectively, that is restricted as to withdrawal or use primarily related to retention guarantees mainly held by its foreign subsidiaries, which is included in "Cash, cash equivalents and restricted cash" in the Consolidated Balance Sheets.

The Company had cash of $ 2.5 million and $ 3.4 million as of December 31, 2024 and 2023, respectively, that is restricted as to withdrawal or use primarily related to retention guarantees mainly held by its foreign subsidiaries, which is included in "Cash, cash equivalents and restricted cash" in the Consolidated Balance Sheets.

Investments - Investments consist primarily of investment-grade marketable securities.

All investments held at December 31, 2023 are classified as trading securities and are carried at fair value, with unrealized holding gains and losses included in "Other income (expenses), net" in the Consolidated Statements of Operations.

All investments held as of December 31, 2024 are classified as trading securities and are carried at fair value, with unrealized holding gains and losses included in "Other (expenses) income, net" in the Consolidated Statements of Operations.

Realized gains and losses are accounted for on the specific identification method.

5 unchanged sentences

A portion of the Company's credit risk is limited through credit insurance in certain international jurisdictions.

The Company held notes and other receivables, net totaling $ 3.4 million and $ 6.5 million at December 31, 2023 and 2022, respectively in "Trade receivables, contract assets and other receivables, net" in the Consolidated Balance Sheets.

The Company held notes and other receivables, net totaling $ 3.3 million and $ 3.4 million as of December 31, 2024 and 2023, respectively in "Trade receivables, contract assets and other receivables, net" in the Consolidated Balance Sheets.

Allowance for Credit Losses - The Company measures its credit losses on receivables using an expected loss model.

5 unchanged sentences

The majority of the Company’s receivables are related to equipment that requires significant down payment with other terms allowing for payment shortly after shipment, typically 30 days, which the Company believes is short-term in nature.

The following table represents a rollforward of the allowance for credit losses for the years ended December 31, 2023, 2022 and 2021:

The following table represents a rollforward of the allowance for credit losses related to trade receivables for the years ended December 31, 2024, 2023 and 2022:

Years Ended December 31,

5 unchanged sentences

Allowance balance, end of year $ 2.3 $ 3.3 $ 2.3

In addition, an allowance for credit losses related to outstanding notes receivables of $ 0.7 million is included in "Trade receivables, contract assets and other receivables, net" in the Consolidated Balance Sheets for the years ended December 31, 2023 and 2022.

Inventories - The Company's inventory is comprised of raw materials and parts, work-in-process, finished goods and used equipment.

Raw material and parts inventory comprises purchased steel and other purchased items for use in the manufacturing process or held for sale for the after-market parts business.

The category also includes the manufacturing cost of completed equipment sub-

assemblies produced for either integration into equipment manufactured at a later date or for sale in the Company's after-market parts business.

The category also includes the manufacturing cost of completed equipment sub-assemblies produced for either integration into equipment manufactured at a later date or for sale in the Company's after-market parts business.

Table of Content s

Work-in-process inventory consists of the value of materials, labor and overhead incurred to date in the manufacturing of incomplete equipment or incomplete equipment sub-assemblies being produced.

20 unchanged sentences

Assets held for sale are generally expected to be sold within one year of meeting the designation criteria.

Upon designation as held for sale, the assets are recorded at the lower of their carrying value or fair value, less costs to sale and related depreciation and amortization is ceased.

Upon designation as held for sale, the assets are recorded at the lower of their carrying value or fair value less costs to sell, and related depreciation and amortization is ceased.

The held for sale designation and carrying value of assets held for sale is periodically reviewed and adjusted as facts and circumstances indicate that a change may be necessary.

As of December 31, 2022, the Company recorded assets held for sale of $ 15.4 million related to land and building assets of its former site in Tacoma.

The sale of these assets was completed in the first quarter of 2023.

See Note 21, Strategic Transformation and Restructuring, Impairment and Other Asset Charges for additional discussion of the transactions related to these assets.

Property and Equipment - Property and equipment is stated at cost.

6 unchanged sentences

The Company periodically reviews these lives relative to physical factors and industry trends.

there are changes in the planned use of property or equipment or if technological changes were to occur more rapidly than anticipated, the useful lives assigned to these assets may need to be shortened, resulting in the recognition of accelerated depreciation expense in future periods.

If there are changes in the planned use of property or equipment or if technological changes were to occur more rapidly than anticipated, the useful lives assigned to these assets may need to be shortened, resulting in the recognition of accelerated depreciation expense in future periods.

Table of Content s

Property and equipment are primarily depreciated over the following useful lives:

21 unchanged sentences

The Company does not recognize ROU assets or lease liabilities for leases with a term of 12 months or less.

Capitalization of Internal Use Software - Software development activities generally consist of three stages:

Capitalization of Implementation Costs and Internal Use Software - Software development activities generally consist of three stages:

(i) the preliminary project stage, (ii) the application development stage and (iii) the post implementation and operation stage.

8 unchanged sentences

Goodwill is tested for impairment by either performing a qualitative evaluation or a quantitative test.

The qualitative evaluation is an assessment of factors that includes, but is not limited to, the macroeconomic conditions, industry and competitive

environment conditions, overall financial performance, business specific events and market considerations.

The qualitative evaluation is an assessment of factors that includes, but is not limited to, the macroeconomic conditions, industry and competitive environment conditions, overall financial performance, business specific events and market considerations.

The Company may elect not to perform the qualitative assessment for some or all reporting units and perform the quantitative impairment test.

If a qualitative assessment indicates that it is more likely than not that a reporting unit's fair value is less than its carrying amount, the Company will perform a quantitative test.

Table of Content s

qualitative assessment indicates that it is more likely than not that a reporting unit's fair value is less than its carrying amount, the Company will perform a quantitative test.

The quantitative goodwill impairment test requires the comparison of the carrying value of the reporting unit's net assets to the fair value of the reporting unit.

22 unchanged sentences

If actual product failure rates, repair costs, service delivery costs or post-sales support costs differ from the Company's estimates, these estimates will be re-evaluated and adjustments to the estimated warranty liability will be made, if required.

Income Taxes - Income taxes are based on pre-tax financial accounting income.

Income Taxes - Income taxes are based on pretax financial accounting income.

Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts.

7 unchanged sentences

Self-Insurance Reserves - The Company retains the risk for a portion of its workers' compensation claims and general liability claims by way of a captive insurance company, Astec Insurance.

The objectives of Astec Insurance are to improve control over

and reduce the cost of claims;

The objectives of Astec Insurance are to improve control over and reduce the cost of claims;

to improve focus on risk reduction with the development of a program structure which rewards proactive loss control;

and to ensure management participation in the defense and settlement process for claims.

Table of Content s

For general liability claims, the captive is liable for the first $ 1.0 million per occurrence.

34 unchanged sentences

Sales with multiple performance obligations are evaluated to determine whether revenue related to individual elements should be recognized separately or as a combined unit.

In addition to the previously mentioned general revenue recognition criteria, revenue in only recognized on individual

delivered elements when there is objective and reliable evidence that the delivered element has a determinable value to the customer on a standalone basis and there is no right of return.

Table of Content s

The Company had orders totaling approximately $ 24.5 million, $ 16.0 million and $ 20.7 million in 2024, 2023 and 2022, respectively, on which revenue was recorded over time based upon the ratio of costs incurred to estimated total costs.

1 unchanged sentence

Under the terms of such contracts, revenue is recorded upon the customer's assumption of title and risk of ownership and when the Company has a present right to payment.

In addition, the equipment is segregated from the Company's inventory, specifically identified as belonging to the customer and is ready for physical transfer to the customer.

In addition, the equipment is segregated from the Company's inventory, specifically identified as belonging to the customer, ready for physical transfer to the customer and cannot be used by the Company or redirected to another customer.

The Company has not retained any specific performance obligations such that the earnings process is not complete prior to revenue recognition.

30 unchanged sentences

Contract termination costs, if applicable, are recorded when contracts are terminated.

See Note 21, Strategic

Transformation and Restructuring, Impairment and Other Asset Charges for additional discussion of the most recent restructuring actions taken.

See Note 21, Strategic Transformation and Restructuring, Impairment and Other Asset Charges, net for additional discussion of the most recent restructuring actions taken.

Table of Content s

Acquisitions - The Company accounts for business combinations using the acquisition method.

4 unchanged sentences

Derivatives that are not hedges are adjusted to fair value through income.

If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives are either offset against the change in fair value of assets, liabilities or firm commitments through income or recognized in other comprehensive income (loss) until the hedged item is recognized in income.

If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives are either offset against the change in fair value of assets, liabilities or firm commitments through income or recognized in other comprehensive (loss) income until the hedged item is recognized in income.

The ineffective portion of a derivative's change in fair value is immediately recognized in income.

7 unchanged sentences

dollar equivalent notional amount of outstanding foreign currency exchange contracts was $ 14.1 million during the year ended December 31, 2024.

The Company reported no derivative assets at December 31, 2023 and nominal derivative assets in "Prepaid expenses and other assets" at December 31, 2022.

The Company held $ 0.1 million of derivative liabilities at December 31, 2023 and nominal derivative liabilities in "Other current liabilities" at December 31, 2022.

The Company recognized, as a component of "Other income (expenses), net", net losses on the change in fair value of derivative instruments of $ 0.4 million and $ 0.5 million for the years ended December 31, 2023 and 2022, respectively, and a net gain of $ 0.8 million for the year ended December 31, 2021.

There were no derivatives that were designated as hedges at December 31, 2023 or 2022.

The Company reported no derivative assets as of December 31, 2024 or 2023.

The Company held no derivative liabilities as of December 31, 2024 and $ 0.1 million derivative liabilities in "Other current liabilities" as of December 31, 2023.

The Company recognized, as a component of "Other (expenses) income, net", net losses on the change in fair value of derivative instruments of $ 0.2 million, $ 0.4 million and $ 0.5 million for the years ended December 31, 2024, 2023 and 2022, respectively.

There were no derivatives that were designated as hedges as of December 31, 2024 or 2023.

Foreign Currency - Subsidiaries located in Australia, Belgium, Brazil, Canada, France, India, South Africa and the United Kingdom operate primarily using local functional currencies.

1 unchanged sentence

The resulting adjustments are presented as a separate component of "Accumulated other comprehensive loss".

Foreign currency transaction gains and losses, net are included in "Other income (expenses), net" and amounted to gains of $ 1.1 million in 2023 and losses of $ 0.4 million and $ 1.3 million in 2022 and 2021, respectively.

Foreign currency transaction gains and losses, net are included in "Other (expenses) income, net" and amounted to a loss of $ 1.0 million, a gain of $ 1.1 million and a loss of $ 0.4 million in 2024, 2023 and 2022, respectively.

Earnings Per Share - Basic earnings per share is computed by dividing "Net income (loss) attributable to controlling interest" by the weighted average number of shares outstanding during the reported period.

1 unchanged sentence

Diluted earnings per share includes the dilutive effect of common stock equivalents consisting of restricted stock units, performance stock units, related dividend equivalents and stock held in the Company's deferred compensation programs, using the treasury stock method.

Potential common shares that have an antidilutive effect (i.e.

those that increase income per share or decrease loss per share) are excluded from the calculation of diluted earnings per share.

Potential common shares that have an antidilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted earnings per share.

Performance stock units, which are considered contingently issuable, are considered dilutive when the related performance criterion has been met.

10 unchanged sentences

Related Party Transactions - The Company had no material related party transactions during the years ended December 31, 2024, 2023 and 2022.

Reclassifications and Adjustments - Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the year ended December 31, 2023.

• The Company elected to present other receivables, net of allowance for credit losses in "Trade receivables, contract assets and other receivables, net".

These amounts were previously included in a separate financial statement caption in the Consolidated Balance Sheets.

• The Company elected to present research and development expenses in "Selling, general and administrative expenses".

These amounts were previously included in a separate financial statement caption in the Consolidated Statements of Operations.

During the first quarter of 2023, the Company identified immaterial errors associated with over-accruals of inventory-related expenses in its historical financial statements.

Table of Content s

Adjustments - During the first quarter of 2023, the Company identified immaterial errors associated with over-accruals of inventory-related expenses in its historical financial statements.

The cumulative effect of the errors generated in 2021 and 2022 was corrected during the first quarter of 2023, resulting in a decrease in "Cost of sales" of $ 1.9 million.

Such adjustment was not considered material to the Company's consolidated financial statements for the year ended December 31, 2022 or any of the financial statements for the previously filed annual periods.

During the fourth quarter of 2024, the Company identified immaterial errors associated with the calculation of its income tax provisions in its historical financial statements.

The cumulative effect of the errors generated in prior years was corrected during the fourth quarter of 2024, resulting in an increase in "Income tax provision" of $ 2.7 million.

These adjustments were not considered material to the Company's consolidated financial statements for the previously filed annual periods.

Recently Adopted Accounting Pronouncements

In October 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2021-08, "Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers", which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 2014-09, Revenue from Contracts with Customers (Topic 606).

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers", which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606).

The update will generally result in an entity recognizing contract assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value.

2 unchanged sentences

The adoption of this new standard did not have a material impact on its financial position, results of operations, cash flows or disclosures.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280):

2 unchanged sentences

The new standard is effective, on a retrospective basis, for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact this ASU will have on its financial statement disclosures.

The Company adopted this guidance beginning with the form 10-K filing herein for the year ended December 31, 2024.

See Note 19, Operations by Industry Segment and Geographic Area for additional information on the Company's reportable segments.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740):

Improvements to Income Tax Disclosures," which requires entities to disclose specific categories in the income tax rate reconciliation and provide additional information for reconciling items that meet a specified quantitative threshold.

In addition, the new standard requires disclosure of the amount of income taxes paid disaggregated by federal, state and foreign taxes and by jurisdiction for exceeding a specified quantitative

Additionally, income or loss from continuing operations before income tax and income tax expense will be required to be disaggregated between domestic and foreign as well as by federal, state and foreign.

In addition, the new standard requires disclosure of the amount of income taxes paid disaggregated by federal, state and foreign taxes and by jurisdiction for exceeding a specified quantitative threshold.

Additionally, income or loss from continuing operations before income tax will be required to be disaggregated between domestic and foreign classifications and income tax expense will be required to be disaggregated between federal, state and foreign classifications.

The new standard is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with retrospective application permitted.

The Company is currently evaluating the impact this ASU will have on its financial statement disclosures.

The Company is currently evaluating the impact this ASU will have on its financial statement disclosures, but this standard will not impact the Company's results of operations, financial position or cash flows.

In November 2024, the FASB issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses", which requires entities to disclose specific types of expenses included in the expense captions presented on the face of the income statement, among other disclosures.

The new guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027 on a prospective basis, with retrospective application permitted.

Recent accounting guidance not discussed above is not applicable, did not have or is not expected to have a material impact on the Company.

MINDS Acquisition - The Company entered into a Share Purchase Agreement, dated as of March 22, 2022, by and between MINDS Automation Group, Inc.

The Company entered into a Share Purchase Agreement, dated as of March 22, 2022, by and between MINDS Automation Group, Inc.

("MINDS"), a leader in plant automation control systems and cloud-based data management in the asphalt industry in Canada.

The acquisition was completed on April 1, 2022 at a purchase price of $ 19.3 million, which was paid in cash.

The Company's allocation of the purchase price resulted in the recognition of $ 9.3 million of goodwill and $ 9.3 million of intangible assets primarily consisting of customer relationships ( 9 year life) and developed technology ( 7 year life).

Significant inputs and assumptions used in determining the fair values of these intangible assets include management's forecasts of future revenues, earnings and cash flows, a discount rate based on the median weighted average cost of capital of the Company and select market competitors, and the proportion of intangible assets acquired in relation to tangible assets.

Goodwill acquired is attributable to future growth opportunities provided by the acquired intellectual capital and the ability to generate cross-selling synergies.

The purchase price was $ 19.3 million, which was paid in cash.

The acquisition provides the Company with a broader line of controls and automation products designed to deliver enhanced productivity through improved equipment performance.

Results of operations have been consolidated from the date of acquisition.

The goodwill is not deductible for income tax purposes.

Proforma financial information is not included since not significant.

Acquisition and integration costs incurred were nominal during the year ended December 31, 2023 for this acquisition.

Acquisition and integration costs of $ 1.2 million were expensed as incurred during the year ended December 31, 2022 for this acquisition.

These costs are recorded in "Selling, general and administrative expenses" in the Consolidated Statements of Operations.

The following table summarizes the allocations of the total purchase price:

(in millions) Amount

Trade receivables 2.7

Inventories 0.7

Prepaid expenses and other assets 0.4

Property and equipment 0.2

Intangible assets 9.3

Other long-term assets 0.5

Total assets acquired $ 24.6

Accounts payable ( 0.7 )

Accrued payroll and related liabilities ( 0.8 )

Other current liabilities ( 1.1 )

Deferred income tax liabilities ( 2.4 )

Other long-term liabilities ( 0.3 )

Total liabilities assumed ( 5.3 )

Total purchase price $ 19.3

Table of Content s

Inventories consist of the following:

8 unchanged sentences

The Company's deferred compensation programs ("DCP") include a non-qualified Supplemental Executive Retirement Plan ("SERP") and a separate non-qualified Deferred Compensation Plan.

Although the deferred compensation programs' investments are allocated to individual participants, and investment decisions are made solely by those participants, they are non-qualified plans.

Although the DCP investments are allocated to individual participants, and investment decisions are made solely by those participants, they are non-qualified plans.

Consequently, the Company owns the assets and the related offsetting liability for disbursement until such time as a participant makes a qualifying withdrawal.

4 unchanged sentences

The fair values of foreign currency exchange contracts are based on quotations from various banks for similar instruments using models with market-based inputs.

Financial assets and liabilities are categorized based upon the level of judgment associated with the inputs used to measure their fair value.

Financial assets and liabilities are categorized based on the level of judgment associated with the inputs used to measure their fair value.

The inputs used to measure the fair value are identified in the following hierarchy:

4 unchanged sentences

Level 3 - Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

Table of Content s

As indicated in the tables below, the Company has determined that all of its financial assets and liabilities as of December 31, 2024 and 2023 are Level 1 and Level 2 in the fair value hierarchy as defined above:

16 unchanged sentences

Financial liabilities:

Derivative financial instruments $ — $ 0.1 $ 0.1

Deferred compensation programs' liabilities $ — $ 6.1 $ 6.1

9 unchanged sentences

Corporate bonds 3.4 — 3.4

Agency bonds — 2.5 2.5

government securities 1.9 — 1.9

5 unchanged sentences

Financial liabilities:

Derivative financial instruments $ — $ 0.1 $ 0.1

Deferred compensation programs' liabilities — 5.5 5.5

Total financial liabilities $ — $ 5.6 $ 5.6

Table of Content s

The Company's trading securities consist of the following:

15 unchanged sentences

The Company tests goodwill for impairment annually on October 1, or more frequently should circumstances change or events occur that would more likely than not reduce the fair value of a reporting unit below its carrying value between annual impairment tests.

The goodwill impairment test is performed for each of the Company's four reporting units which have goodwill recorded.

Management elected to perform a qualitative assessment for the October 1, 2023 annual impairment analysis, which indicated no impairment at any of its reporting units.

Beginning January 1, 2024, Astec Digital, which was previously included in the Corporate and Other category, has been moved to the Infrastructure Solutions segment.

As a result of this change in segment composition, the goodwill related to Astec Digital was allocated to another reporting unit within the Infrastructure Solutions segment.

During the second quarter of 2024, the Company identified that indicators of goodwill impairment were present due to current macroeconomic conditions, including declines in the Company's publicly quoted share price and increased interest rates, as well as lower than expected operating results.

These factors indicated that one or more of the Company's reporting units may have fallen below their carrying amounts.

Management elected to perform a qualitative assessment on all reporting units, and the Company concluded that a further quantitative analysis was required for the Materials Solutions reporting unit.

The Company determined the fair value of the Materials Solutions reporting unit using an equally weighted combination of the discounted cash flow method, a form of the income approach, and the guideline public company method, a form of the market approach.

The significant assumptions used under the discounted cash flow method are projected net sales, projected earnings before interest, tax, depreciation and amortization ("EBITDA"), terminal growth rates and the cost of capital.

Projected net sales, projected EBITDA and terminal growth rates were determined to be significant assumptions because they are primary drivers of the projected cash flows in the discounted cash flow fair value model.

Cost of capital was also determined to be a significant assumption as it is the discount rate used to calculate the current fair value of those projected cash flows.

The Company calculates the discount rate based on a market-participant, risk-adjusted weighted average cost of capital, which considers industry specific rates of return on debt and equity capital for a target industry capital structure, adjusted for risks associated with business size, geography and other factors specific to the reporting unit.

A change in the discount rate, as a result of a change in economic conditions or otherwise, could result in the carrying value of the reporting unit exceeding its fair value.

For the guideline public company method, significant assumptions relate to the selection of appropriate guideline companies and related valuation multiples used in the market analysis.

Table of Content s

Based on the quantitative impairment test, the Company determined that the carrying value of the Materials Solutions reporting unit exceeded its fair value as of June 30, 2024.

As a result, the Company recognized a pretax non-cash goodwill impairment charge of $ 20.2 million in "Goodwill impairment" in the Consolidated Statements of Operations to fully impair the goodwill allocated to the Materials Solutions reporting unit.

After the change to the segment composition and the impairment of the Materials Solutions reporting unit noted above, the Company's goodwill is allocated to two remaining reporting units.

Management elected to perform a subsequent qualitative assessment for the October 1, 2024 annual impairment analysis, which indicated no additional impairment at its remaining reporting units.

This review included the Company's evaluation of relevant events and circumstances in totality that affect the fair value of the reporting units.

1 unchanged sentence

The majority of the Company's goodwill was generated on a legacy basis and as a result have fair values that sufficiently exceed their underlying carrying values.

Management performed a quantitative and a qualitative assessment for the annual tests of goodwill impairment performed on October 1, 2022 and 2021, respectively, and concluded that there was no impairment of goodwill.

The Company completed the acquisition of MINDS Automation Group, Inc.

during the year ended December 31, 2022, which increased goodwill $ 9.3 million.

Management performed a qualitative and a quantitative assessment for the annual tests of goodwill impairment performed on October 1, 2023 and 2022, respectively, and concluded that there was no impairment of goodwill.

Prior periods have been revised to reflect the segment composition change for comparability.

The changes in the carrying amount of goodwill and accumulated impairment losses by reporting segment during the years ended December 31, 2024 and 2023 are as follows:

(in millions) Infrastructure Solutions Materials Solutions Corporate and Other Total

(in millions) Infrastructure Solutions Materials Solutions Total

Balance, December 31, 2022:

4 unchanged sentences

Foreign currency translation $ 0.4 $ 0.7 $ 1.1

Acquisitions — — 9.3 9.3

Total 2023 activity

6 unchanged sentences

Foreign currency translation $ ( 1.2 ) $ 0.1 $ ( 1.1 )

Impairment — ( 20.2 ) ( 20.2 )

Total 2024 activity

5 unchanged sentences

Intangible Assets

Intangible assets consisted of the following at December 31, 2023 and 2022:

Intangible assets consisted of the following as of December 31, 2024 and 2023:

(in millions) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value

4 unchanged sentences

Amortization expense on intangible assets was $ 4.8 million, $ 5.5 million and $ 8.5 million for 2024, 2023 and 2022, respectively.

Table of Content s

Future annual expected amortization expense on intangible assets as of December 31, 2024 are as follows (in millions):

25 unchanged sentences

Weighted average discount rate used in calculating right-of-use asset 5.04 % 4.75 %

Table of Content s

Future annual minimum lease payments as of December 31, 2024 are as follows (in millions):

5 unchanged sentences

The Credit Agreement provides for (i) a revolving credit facility (consisting of revolving credit loans and swingline loans) and a letter of credit facility, in an aggregate amount of up to $ 250.0 million, (ii) an incremental credit facility in an aggregate amount not to exceed $ 125.0 million (the “Credit Facilities”) and (iii) a maturity date of December 19, 2027.

Loans under the incremental credit facility

shall have a maturity date as specified in the relevant incremental credit facility documentation.

In connection with the entry into the Credit Facilities, the Company repaid all outstanding borrowings under the Previous Credit Facility.

Unamortized debt issuance costs for the Credit Facilities total $ 1.2 million at December 31, 2023, of which $ 0.3 million are included in "Prepaid expenses and other assets" and $ 0.9 million are included in "Other long-term assets" in the Company's Consolidated Balance Sheets.

Loans under the incremental credit facility shall have a maturity date as specified in the relevant incremental credit facility documentation.

In connection with the entry into the Credit Facilities, the Company repaid all outstanding borrowings under the previously existing credit facility.

Unamortized debt issuance costs for the Credit Facilities total $ 0.9 million as of December 31, 2024, of which $ 0.3 million are included in "Prepaid expenses and other assets" and $ 0.6 million are included in "Other long-term assets" in the Company's Consolidated Balance Sheets.

Debt issuance costs are amortized on a straight-line basis to "Interest expense" over the term of the Credit Facilities.

12 unchanged sentences

In addition, if certain change of control events occur with respect to the Company, the Company is required to repay the loans outstanding under the Credit Facilities.

The Company's Brazilian subsidiary maintains a separate term loan for working capital purposes with a bank in Brazil, which is secured by its manufacturing facility ("Term Loan").

The Company's Brazilian subsidiary maintained a separate term loan for working capital purposes with a bank in Brazil, which was secured by its manufacturing facility.

This term loan was fully repaid at maturity on April 15, 2024 and bore interest at 10.37 %.

The current maturities related to this term loan were $ 0.1 million as of December 31, 2023.

Table of Content s

Certain of the Company's international subsidiaries in Australia, Brazil, Canada, South Africa and the United Kingdom each have separate credit facilities with local financial institutions primarily to finance short-term working capital needs, as well as to cover foreign exchange contracts, performance letters of credit, advance payment and retention guarantees.

3 unchanged sentences

and/or secured with certain assets of the local subsidiary.

Additional details for the Company's Credit Facilities, Term Loan and international credit facilities are summarized in total below:

Additional details for the Company's Credit Facilities and international credit facilities are summarized in total below:

(in millions, except maturity dates and interest rates) December 31, 2024 December 31, 2023

5 unchanged sentences

Line of credit, additional borrowing capacity 139.8 174.7

Current maturities $ 0.1 $ 0.2

Long-term maturities — 0.1

Interest rate 10.37 % 10.37 %

Maturity date April 15, 2024 April 15, 2024

International credit facilities and short-term debt

5 unchanged sentences

Weighted average interest rate 9.02 %

Debt maturities for the Company's long-term debt are expected to be as follows (in millions):

Debt maturities for the Company's long-term debt are expected to be as follows:

(in millions) Maturity Amounts

Product Warranty Reserves

15 unchanged sentences

Total accrued loss reserves were $ 6.3 million and $ 7.2 million as of December 31, 2024 and December 31, 2023, respectively, of which $ 4.6 million and $ 4.5 million

Table of Content s

were included in "Other long-term liabilities" in the Consolidated Balance Sheets as of December 31, 2024 and 2023, respectively.

28 unchanged sentences

however, the related liability is adjusted to the fair market value of the stock as of each period end.

The Company recognized income of $ 0.1 million and $ 0.9 million in 2023 and 2022, respectively, and expense of $ 0.5 million in 2021 related to the change in the fair value of the Company stock held in the DCP.

The Company recognized income of $ 0.1 million in both 2024 and 2023 and $ 0.9 million in 2022 in related to the change in the fair value of the Company stock held in the DCP.

The Company sponsors a 401(k) defined contribution plan to provide eligible employees with additional income upon retirement.

1 unchanged sentence

The Company's contributions totaled $ 10.1 million, $ 8.1 million and $ 7.7 million in 2024, 2023 and 2022, respectively.

Prior to December 31, 2003, all employees of the Company's Kolberg-Pioneer, Inc.

subsidiary, which is included in the Company's Materials Solutions reportable segment, were covered by a defined pension plan (the "Pension Plan").

After December 31, 2003, all benefit accruals under the plan ceased and no new employees could become participants in the plan.

Benefits paid under this plan were based on years of service multiplied by a monthly amount.

The Company's funding policy for the plan was to make at least the minimum annual contributions required by applicable regulations.

The Company's investment strategy for the plan was to earn a rate of return sufficient to match or exceed the long-term growth of pension liabilities.

The investment policy stated that the Plan Committee in its sole discretion determined the allocation of plan assets among the following four asset classes:

cash equivalents, fixed-income securities, domestic equities and international equities.

The Plan Committee attempted to ensure adequate diversification of the invested assets through investment in an exchange traded mutual fund that invested in a diversified portfolio of stocks, bonds and money market securities.

In October 2021, the Company settled its obligations under the Pension Plan by providing $ 5.5 million in lump sum payments to eligible participants who elected to receive them and through the purchase of annuity contracts from a highly rated insurance company for $ 12.2 million.

The settlement of the plan resulted in excess plan assets of approximately $ 1.5 million, which was subject to a 50 % excise tax.

A charge of $ 5.2 million, including excise tax, was recognized in the fourth quarter of 2021 in "Other income (expenses), net" in the Consolidated Statements of Operations.

Details related to the Pension Plan through its termination date are presented herein.

Historically, the determination of obligations and expenses under the Company's pension plan was dependent on the Company's selection of certain assumptions used by independent actuaries in calculating such amounts.

Those assumptions included, among others, the discount rate, expected return on plan assets and the expected mortality rates.

Actual results that differ from assumptions were accumulated and amortized over future periods and therefore, generally affected the recognized expense in such periods.

The Company recognized the overfunded or underfunded status of its pension plan as an asset or liability.

Actuarial gains and losses were recognized through "Other comprehensive income (loss)" in the year in which the changes occurred.

The Company measured the funded status of its pension plan as of the date of the Company's fiscal year-end.

Net periodic benefit cost for 2021 included the following components:

(in millions) Pension Benefits

Components of net periodic benefit cost:

Interest cost $ 0.4

Expected return on plan assets ( 1.0 )

Amortization of actuarial loss 0.4

Pension settlement 4.5

Net periodic benefit cost $ 4.3

Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss):

Amortization of net loss $ ( 0.4 )

Pension settlement ( 4.5 )

Total recognized in other comprehensive income (loss) ( 4.9 )

Total recognized in net periodic benefit cost and other comprehensive income (loss) $ ( 0.6 )

To develop the expected long-term rate of return on assets assumptions, the Company considered the historical returns and future expectations for returns in each asset class, as well as targeted asset allocation percentages within the asset portfolios.

Table of Content s

For financial reporting purposes, income before income taxes includes the following components:

4 unchanged sentences

Income before income taxes $ 13.9 $ 42.8 $ 4.4

The provision (benefit) for income taxes consists of the following:

The provision for income taxes consists of the following:

Years Ended December 31,

(in millions) 2024 2023 2022

Current provision (benefit):

Current provision:

Federal $ 13.3 $ 8.2 $ 17.4

1 unchanged sentence

Foreign 2.6 2.8 2.3

Total current provision (benefit)

Total current provision

16.8 15.5 22.1

5 unchanged sentences

( 7.0 ) ( 6.4 ) ( 17.1 )

Total provision (benefit):

Total provision:

Federal 5.1 4.6 ( 0.9 )

1 unchanged sentence

Foreign 3.0 2.8 4.5

Total income tax provision (benefit)

Total income tax provision

$ 9.8 $ 9.1 $ 5.0

The Company's "Income tax provision (benefit)" is computed based on the domestic and foreign federal statutory rates and the average state statutory rates, net of related federal benefit.

The provision (benefit) for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before income taxes.

A reconciliation of the provision (benefit) for income taxes at the statutory federal income tax rate to the amount provided is as follows:

The Company's "Income tax provision" is computed based on the domestic and foreign federal statutory rates and the average state statutory rates, net of related federal benefit.

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before income taxes.

A reconciliation of the provision for income taxes at the statutory federal income tax rate to the amount provided is as follows:

Years Ended December 31,

4 unchanged sentences

Impact of uncertain tax positions ( 0.5 ) 1.0 1.2

Impact of uncertain tax positions - liquidation of subsidiary — — ( 0.7 )

Change in foreign subsidiary net operating loss carryforward — — 4.4

Valuation allowance impact 1.7 0.3 6.0

3 unchanged sentences

Foreign tax credit ( 0.4 ) ( 0.5 ) ( 0.2 )

Goodwill impairment 2.9 — —

Other items 1.7 1.1 0.1

Total income tax provision (benefit) $ 9.1 $ 5.0 $ ( 2.1 )

Total income tax provision $ 9.8 $ 9.1 $ 5.0

Table of Content s

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

15 unchanged sentences

Domestic credit carryforwards 1.5 1.5

Uncertain tax provision reserve 1.1 0.2

Deferred revenue 0.9 2.2

6 unchanged sentences

Post-retirement benefits 0.8 0.5

Other 2.2 0.7

Total deferred tax liabilities 21.2 18.3

Total net deferred assets $ 43.4 $ 36.4

Beginning in 2022, the Tax Cuts and Jobs Act of 2017 eliminated the option to deduct research and experimental ("R&E") expenditures immediately in the year incurred and requires taxpayers to instead capitalize and amortize such expenditures over a period of five years for U.S.

activity and 15 years for foreign activity.

Taxpayers cannot recover R&E costs before the end of the amortization period even if sold or abandoned.

The Company has a deferred tax asset of $ 24.7 million for R&E expenditures as of December 31, 2023.

As of December 31, 2024, the Company had gross state net operating losses ("NOL") carryforwards of $ 235.9 million and gross foreign NOL carryforwards of approximately $ 28.3 million, which are available to offset future taxable income.

3 unchanged sentences

Future utilization of these NOL and state tax credit carryforwards is evaluated by the Company on a periodic basis, and the valuation allowance is adjusted accordingly.

In 2023, the valuation allowance on these carryforwards increased by $ 0.6 million, of which $ 1.2 million relates to a valuation allowance on the deferred tax assets related to NOLs generated by the Company's United Kingdom subsidiary.

The remaining change in valuation allowances is due to the unrealizable portion of certain entities’ state and foreign NOL carryforwards and certain other deferred tax assets in foreign jurisdictions.

In 2024, the valuation allowance on these carryforwards decreased by $ 0.1 million, driven by the release of the valuation allowance on the deferred tax assets related to NOLs generated by the Company's Chilean ("LatAm") subsidiary of $ 1.5 million, partially offset by a $ 1.0 million increase related to the Company's Brazilian subsidiary.

The following table represents a rollforward of the deferred tax asset valuation allowance for the years ended December 31, 2024, 2023 and 2022:

9 unchanged sentences

Because those earnings are considered to be indefinitely reinvested, no deferred income taxes have been provided thereon.

If the Company were to make a distribution of any portion of those earnings in the form of dividends or otherwise, any such amounts would be subject to withholding taxes payable to various foreign jurisdictions;

If the Company were to make a distribution of any portion of those earnings in the form of dividends or otherwise, any such amounts

Table of Content s

would be subject to withholding taxes payable to various foreign jurisdictions;

however, the amounts would not be subject to any additional U.S.

3 unchanged sentences

federal jurisdiction and in various state and foreign jurisdictions.

The Company is currently under examination for 2018 with taxing authorities in the United States.

The Company is currently under examination for the years 2013, 2014, 2016, 2018 and 2019 with taxing authorities in the United States.

The Company is no longer subject to U.S.

5 unchanged sentences

The Company did not recognize any tax benefits for interest and penalties related to amounts that were settled for less than previously accrued in 2024 or 2023.

The net total amount of unrecognized tax benefits that, if recognized, would affect the Company’s effective tax rate is $ 15.7 million and $ 13.7 million at December 31, 2023 and 2022, respectively, and were included in "Other long-term liabilities" in the Consolidated Balance Sheets.

The Company does not expect a significant increase or decrease to the total amount of unrecognized tax benefits within the next twelve months.

The net amount of unrecognized tax benefits that, if recognized, would affect the Company’s effective tax rate was $ 15.1 million as of December 31, 2024, of which $ 10.7 million and $ 9.5 million were included in "Other current liabilities" and "Other long-term liabilities", respectively, partially offset by $ 5.1 million included in "Deferred income tax assets" in the Consolidated Balance Sheets.

The net amount of these unrecognized tax benefits was $ 15.7 million as of December 31, 2023 included in "Other long-term liabilities" in the Consolidated Balance Sheets.

A reconciliation of the beginning and ending unrecognized tax benefits excluding interest and penalties is as follows:

4 unchanged sentences

Additions for tax positions taken in prior period — 0.1 —

Decreases related to sustained tax positions — — ( 0.7 )

Reductions due to lapse of statutes of limitations ( 1.4 ) — —

Balance, end of year $ 16.8 $ 13.0 $ 12.0

The tax positions in the December 31, 2024 balance of unrecognized tax benefits are expected to reverse through income in future years.

The Organization for Economic Cooperation and Development ("OECD") has made changes to many long-standing transfer pricing and cross-border taxation rules that affect the Company's operations.

The OECD has introduced a framework to implement a 15% global minimum corporate tax, referred to as Pillar 2.

The objective of Pillar 2 is for large multinational enterprises to pay a minimum level of tax on the income arising in each jurisdiction where they operate.

While it is uncertain whether the U.S.

will enact legislation to adopt Pillar 2 rules, some countries have enacted legislation and other countries are in the process of introducing legislation to implement Pillar 2.

Currently, Canada is the only country in which the Company operates that has released proposed legislation to implement Pillar 2.

The Company does not expect Pillar 2 to have a material impact on its effective tax rate, consolidated results of operations, financial position or cash flows.

In 2024, additional jurisdictions in which the Company operates enacted local legislation formally adopting the Global Anti-Base Erosion Model Rules ("Pillar Two"), which generally provides for a global minimum corporate tax rate of 15%, as established by the Organization for Economic Co-operation and Development ("OECD") Pillar Two Framework.

The effective dates are generally January 1, 2024, and January 1, 2025, for different aspects of the rules and vary by jurisdiction.

Pillar Two has not had a material impact on the Company's effective tax rate, consolidated results of operations, financial position or cash flows.

Additional jurisdictions are expected to implement the model rules under local law in the future, with varying effective dates.

The Company is continuing to evaluate the potential effect on future periods of the Pillar Two implementation, pending legislative adoption by additional individual countries and the ongoing issuance of additional administrative guidance by the OECD.

Commitments and Contingencies

Certain customers have financed purchases of Company products through arrangements with third-party financing institutions in which the Company is contingently liable for customer debt of $ 1.4 million and $ 1.1 million as of December 31, 2024 and 2023, respectively.

These arrangements expire at various dates through September 2026.

These arrangements expire at various dates through November 2026.

Additionally, the Company is also contingently liable for 1.75 % of the unpaid balance, determined as of December 31 of the prior year (or approximately $ 0.1 million for 2024), on certain past customer equipment purchases that were financed by an outside finance company.

The agreements provide that the Company will receive the lender's full security interest in the equipment financed if the Company is

required to fulfill its contingent liability under these arrangements.

The agreements provide that the Company will receive the lender's full security interest in the equipment financed if the Company is required to fulfill its contingent liability under these arrangements.

The Company has recorded a liability of $ 0.3 million and $ 0.6 million related to these guarantees, which were included in "Other current liabilities" in the Consolidated Balance Sheets as of December 31, 2024 and 2023, respectively.

4 unchanged sentences

Unused letters of credit under the Credit Facilities are $ 24.8 million as of December 31, 2024.

The Company is additionally contingently liable for a total of $ 7.2 million in performance letters of credit and retention guarantees primarily held by its foreign subsidiaries, of which $ 4.7 million are secured by separate credit facilities with various financial institutions as of December 31, 2023.

Unused letters of credit under these separate credit facilities is $ 8.4 million as of December 31, 2023.

The Company and certain of its former executive officers were named as defendants in a putative shareholder class action lawsuit filed on February 1, 2019, as amended on August 26, 2019, in the United States District Court for the Eastern District of Tennessee.

The action is styled City of Taylor General Employees Retirement System v.

Astec Industries, Inc., et al., Case No.

1:19-cv-24-CEA-CHS.

The complaint generally alleges that the defendants violated the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 10b-5 promulgated thereunder by making allegedly false and misleading statements and that the individual defendants were control persons under Section 20(a) of the Exchange Act.

The complaint is filed on behalf of shareholders who purchased stock of the Company between July 26, 2016 and October 22, 2018 and seeks monetary damages on behalf of the purported class.

On October 25, 2019, the defendants filed a Motion to Dismiss.

On February 19, 2021, the Motion to Dismiss was granted with prejudice and judgment was entered for the defendants.

On March 19, 2021, plaintiff filed a Motion to Alter or Amend the Judgment and For Leave to File the Proposed Amended Complaint, which was denied on May 5, 2021.

The plaintiff appealed the Motion to Dismiss and denial of its Motion to Alter or Amend the Judgment and For Leave to File the Proposed Amended Complaint to the United States Court of Appeals for the Sixth Circuit.

On March 31, 2022, the United States Court of Appeals for the Sixth Circuit issued an opinion reversing the dismissal of the Company and one former executive officer, affirming the dismissal of certain other former executive officers and remanding the action to the United States District Court for the Eastern District of Tennessee for proceedings consistent with the opinion.

On July 11, 2022, the defendants filed an answer to the complaint, and the action is now in discovery.

The Company is additionally contingently liable for a total of $ 5.4 million in performance letters of credit and retention guarantees primarily held by its foreign subsidiaries, of which $ 3.7

Table of Content s

million are secured by separate credit facilities with various financial institutions as of December 31, 2024.

Unused letters of credit under these separate credit facilities are $ 12.4 million as of December 31, 2024.

The Company and certain of its former executive officers were previously named as defendants in a putative shareholder class action lawsuit filed in 2019 alleging that the defendants violated the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 10b-5 promulgated thereunder by making allegedly false and misleading statements.

On September 10, 2024, the court formally approved the parties' agreement to settle the action for $ 13.7 million, which was funded entirely by the Company's insurance carriers , and the settlement agreement was entered into between the parties.

The court dismissed the case with prejudice the same day.

The Company's GEFCO, Inc.

("GEFCO") subsidiary has been named a defendant in a lawsuit originally filed on August 16, 2018, with an amended complaint filed on January 25, 2019, in the United States District Court for the Western District of Oklahoma.

The action is styled VenVer S.A.

and Americas Coil Tubing LLP v.

GEFCO, Inc., Case No.

CIV-18-790-SLP.

The complaint alleges breaches of warranty and other similar claims regarding equipment sold by GEFCO in 2013.

In addition to seeking a rescission of the purchase contract, the plaintiff is seeking special and consequential damages.

The original purchase price of the equipment was approximately $ 8.5 million.

On July 7, 2020, the plaintiffs filed a separate lawsuit directly against Astec Industries, Inc.

that generally mirrored the allegations in the GEFCO suit.

In January 2023, the court allowed Astec Industries, Inc.

to be added as a defendant to the GEFCO suit and, as a result, the separate suit against Astec Industries, Inc.

was dismissed.

The Company and GEFCO each dispute the plaintiffs' allegations and are vigorously defending the GEFCO suit.

The Company is unable to determine whether or not a future loss will be incurred due to this litigation or estimate the possible loss or range of loss, if any, at this time.

On October 5, 2023, a jury in the 355 th Judicial District Court, Hood County, State of Texas, rendered a verdict against the Company's Telsmith, Inc.

subsidiary in the matter styled 37 Building Products, Ltd.

Telsmith, Inc.

("Telsmith"), et al.

originally filed on January 28, 2019, with additional defendants later added.

All other defendants settled prior to trial except Telsmith.

37 BP alleged breaches of warranty and negligent misrepresentation regarding equipment manufactured by Telsmith and purchased by 37 BP in 2017 through one of the Company's dealers.

On December 19, 2023, a judgment was issued in the amount of $ 7.9 million (the “Judgment”) which takes into account credit for settlement amounts of all other defendants in this case.

Based on the jury verdict, management recorded a loss contingency of $ 6.4 million in "Selling, general and administrative expenses" in the Consolidated Statements of Operations and "Other current liabilities" in the Consolidated Balance Sheets during the third quarter of 2023 representing management's best estimate of the loss at that time.

During the fourth quarter of 2023, the loss contingency was increased $ 1.5 million based on the Judgment to a total of $ 7.9 million for the year ended December 31, 2023.

Telsmith filed a Motion for Judgment Notwithstanding the Verdict that the court denied on December 19, 2023.

Telsmith filed a Motion for New Trial and Motion for Remittitur on January 18, 2024.

The court denied Telsmith's motion for a new trial on February 9, 2024.

A supersedeas bond was filed on February 12, 2024 for approximately $ 4.2 million, which allows the Company to appeal the case in the Texas Court of Appeals.

("GEFCO" or "Enid") subsidiary was named a defendant in a lawsuit filed in 2018 alleging breaches of warranty and other similar claims regarding equipment sold by GEFCO in 2013.

On October 8, 2024, the parties reached an agreement to resolve this action for $ 8.4 million, which was paid in the fourth quarter of 2024.

In connection with this settlement, management recorded a loss in "Restructuring, impairment and other asset charges, net" in the Consolidated Statements of Operations during the third quarter of 2024.

The Company's Telsmith, Inc.

(“Telsmith”) subsidiary was named as a defendant in a lawsuit filed in 2019 alleging breaches of warranty and negligent misrepresentation regarding equipment manufactured by Telsmith and purchased by 37 Building Products, Ltd.

in 2017 through one of the Company's dealers.

In October 2023, a jury rendered a verdict against Telsmith, and a judgment was issued in the amount of $ 7.9 million (the "Judgment").

In March 2024, Telsmith filed a notice of appeal with the Texas Court of Appeals to appeal the Judgment by the district court.

As of June 30, 2024, the total loss contingency recorded inclusive of post-judgment interest was $ 8.2 million.

In September 2024, the parties reached an agreement to resolve this action for $ 6.3 million, which the Company paid in September 2024 whereby the full loss contingency was released.

The $ 1.9 million net impact of the loss contingency release and the final settlement amount was recorded in "Selling, general and administrative expenses" in the Consolidated Statements of Operations during the third quarter of 2024.

In addition to the matters noted above, the Company is currently a party, and may become a party, to various other claims and legal proceedings in the ordinary course of business.

1 unchanged sentence

As management becomes aware of additional information concerning such contingencies, any potential liability related to these matters is assessed and the estimates are revised, if necessary.

If management believes that a

loss arising from such claims and legal proceedings is either (i) probable but cannot be reasonably estimated or (ii) reasonably estimable but not probable, the Company does not record the amount of the loss but does make specific disclosure of such matter.

If management believes that a loss arising from such claims and legal proceedings is either (i) probable but cannot be reasonably estimated or (ii) reasonably estimable but not probable, the Company does not record the amount of the loss but does make specific disclosure of such matter.

Based upon currently available information and with the advice of counsel, management believes that the ultimate outcome of its current claims and legal proceedings, individually and in the aggregate, will not have a material adverse effect on the Company's financial position, cash flows or results of operations.

2 unchanged sentences

Share-Based Compensation

Prior to its expiration on February 25, 2021, the Company's 2011 Incentive Plan ("2011 Plan") provided for the grant of share-based awards to employees, officers, directors and consultants.

The 2011 Plan authorized the grant of options, share appreciation rights, restricted stock, restricted stock units, deferred stock units, performance awards, dividend equivalents and other share-based and cash awards.

Under the 2011 Plan, the Company had restricted stock units, performance stock units and deferred stock units, none of which participated in Company-paid dividends.

All outstanding awards under the 2011 Plan vested or were forfeited during 2023.

On April 27, 2021 ("Plan Effective Date"), the Company's shareholders approved the 2021 Equity Incentive Plan ("2021 Plan"), which is administered by the Company's Compensation Committee of the Board of Directors (the "Compensation Committee").

The 2021 Plan provides for a total of 1,280,000 shares to be reserved and available for issuance pursuant to the grant of new awards under the 2021 Plan.

To the extent that all or a portion of an award (or, after December 31, 2020, an award granted under the 2011 Plan) is canceled, terminates, expires, is forfeited or lapses for any reason (including by reason of failure to meet time-based and/or performance-based vesting requirements), any unissued or forfeited shares originally subject to the award will be added back to the 2021 Plan share reserve and again be available for issuance pursuant to awards granted under the 2021 Plan.

To the extent that all or a portion of an award is canceled, terminates, expires, is forfeited or lapses for any reason (including by reason of failure to meet time-based and/or performance-based vesting requirements), any unissued or forfeited shares originally subject to the award will be added back to the 2021 Plan share reserve and again be available for issuance pursuant to awards granted under the 2021 Plan.

The 2021 Plan authorizes the grant of options, share appreciation rights, restricted stock, restricted stock units, deferred stock units, performance awards, dividend equivalents and other share-based and cash awards.

2 unchanged sentences

Restricted Stock Units ("RSUs")

Prior to 2020, key members of management were awarded with RSUs each year based upon the financial performance of the Company and its subsidiaries.

Beginning in 2020, awards have been determined based on a predetermined award value of the base salary of eligible employees aligned to a total compensation program.

Key members of management are awarded with RSUs each year based on a predetermined award value of the base salary of eligible employees aligned to a total compensation program.

RSUs awards generally vest ratably, at the end of each 12-month period, over a three-year service period.

A participant generally must be employed by the Company on the vesting date of each award, however, awards will vest if employment terminates earlier on account of a qualifying employment termination event such as death, disability or retirement at age 65 .

A participant generally must be employed by the Company on the vesting date of each award;

however, awards will vest if employment terminates earlier on account of a qualifying employment termination event such

Table of Content s

as death, disability or retirement at age 65 .

Additional RSUs are granted on an annual basis to the Company's outside directors under the 2021 Plan generally with a one-year vesting period.

11 unchanged sentences

Fair value of awards vested and issued 2.9 4.8 4.7

Tax (expense) benefit for restricted stock compensation expense $ ( 0.4 ) $ ( 0.1 ) $ 3.8

Tax expense for restricted stock compensation expense ( 0.7 ) ( 0.4 ) ( 0.1 )

As of December 31, 2024, the Company had $ 3.7 million of unrecognized compensation expense before tax related to RSUs, which is expected to be recognized over a weighted average period of 1.7 years.

Performance Stock Units ("PSUs")

Beginning in 2020, PSUs were granted to officers and other key employees.

PSUs are granted to officers and other key employees.

Vesting is subject to both the continued employment of the participant with the Company and the achievement of certain performance metrics established by the Compensation Committee.

A participant generally must be employed by the Company on the vesting date of each award, however, a portion of a participant's awards will vest if employment terminates earlier on account of a qualifying employment termination event such as death, disability or retirement at age 65 .

PSUs granted in 2020 were divided into three equal tranches with cliff vesting periods of one year , two years and three years .

Awards granted beginning in 2021 generally cliff vest three years from the date of grant.

A participant generally must be employed by the Company on the vesting date of each award;

however, a portion of a participant's awards will vest if employment terminates earlier on account of a qualifying employment termination event such as death, disability or retirement at age 65 .

Awards granted generally cliff vest three years from the date of grant.

The number of PSUs that vest may range from zero to 200 % of the target shares granted and is determined for each award based on the achievement of two equally weighted performance criteria:

5 unchanged sentences

Granted 104 $ 36.62

Vested* ( 47 ) $ 51.43

( 20 ) $ 92.98

Forfeited ( 39 ) $ 42.94

Unvested as of December 31, 2024 151 $ 41.56

* The vested PSUs presented are based on the target amount of the award for the third tranche of the 2020 awards and for the awards that were modified in conjunction with the termination of the Company's previous Chief Executive Officer and the limited overhead restructuring action implemented in February 2023.

In accordance with the terms of the underlying award agreements, the actual shares earned and distributed for the performance periods ended during 2023 was 83 % of the target shares granted, rounded to the nearest whole share.

(1) The vested PSUs presented are based on the target amount of the award.

In accordance with the terms of the underlying award agreements, no shares were earned and distributed for the performance period ended during 2024.

Table of Content s

The following additional activity occurred for the Company's performance stock units:

4 unchanged sentences

Tax (expense) benefit for performance stock compensation expense — ( 1.0 ) 0.2

(2) As noted above, in accordance with the terms of the underlying PSU award agreements, no shares were earned and distributed for the performance period ended during 2024.

As of December 31, 2024, the Company had $ 3.1 million of unrecognized compensation expense before tax related to PSUs, which is expected to be recognized over a weighted average period of 1.9 years.

2 unchanged sentences

As of December 31, 2024, there were 22,693 fully vested deferred stock units, which were excluded from the tables above.

The aggregate fair value of these units at December 31, 2023 was $ 1.0 million.

The aggregate fair value of these units as of December 31, 2024 was $ 0.8 million.

The 2021 Plan and the 2011 Equity Incentive Plan allow for certain participants to elect to receive vested units on a deferred basis.

As of December 31, 2023, there were 8,234 fully vested deferred stock units, which are excluded from the unvested

balances as of December 31, 2023 in the tables above.

The aggregate fair value of these units at December 31, 2023 was $ 0.3 million.

As of December 31, 2024, there were 3,851 fully vested deferred stock units, which are excluded from the unvested balances as of December 31, 2024 in the tables above.

The aggregate fair value of these units as of December 31, 2024 was $ 0.1 million.

Revenue Recognition

The following tables disaggregates the Company's revenue by major source for the periods ended December 31, 2023, 2022 and 2021 (excluding intercompany sales):

The following tables disaggregate the Company's revenue by major source for the periods ended December 31, 2024, 2023 and 2022 (excluding intercompany sales):

For the Year Ended December 31, 2024

(in millions) Infrastructure Solutions Materials Solutions Corporate and Other Total

(in millions) Infrastructure Solutions Materials Solutions Total

Net Sales-Domestic:

15 unchanged sentences

Total net sales $ 837.4 $ 467.7 $ 1,305.1

Table of Content s

For the Year Ended December 31, 2023

(in millions) Infrastructure Solutions Materials Solutions Corporate and Other Total

(in millions) Infrastructure Solutions Materials Solutions Total

Net Sales-Domestic:

16 unchanged sentences

For the Year Ended December 31, 2022

(in millions) Infrastructure Solutions Materials Solutions Corporate and Other Total

(in millions) Infrastructure Solutions Materials Solutions Total

Net Sales-Domestic:

16 unchanged sentences

As of December 31, 2024, the Company had contract assets of $ 6.6 million and contract liabilities, excluding customer deposits, of $ 5.8 million, of which $ 1.3 million was deferred revenue related to extended warranties.

As of December 31, 2022, the Company had contract assets of $ 3.8 million and contract liabilities, excluding customer deposits, of $ 5.5 million, of which $ 2.9

million was deferred revenue related to extended warranties.

As of December 31, 2023, the Company had contract assets of $ 3.7 million and contract liabilities, excluding customer deposits, of $ 5.6 million, of which $ 0.8 million was deferred revenue related to extended warranties.

Total extended warranty sales were $ 1.3 million, $ 1.1 million and $ 1.1 million in 2024, 2023 and 2022, respectively.

Operations by Industry Segment and Geographic Area

The Company has two reportable segments, each of which comprise sites based upon the nature of the products produced or services provided, the type of customer for the products, the similarity of economic characteristics, the manner in which management reviews results and the nature of the production process, among other considerations.

Segment Operating Adjusted EBITDA is the measure of segment profit or loss used by the Company's Chief Executive Officer, whom is determined to be the chief operating decision maker ("CODM"), to evaluate performance and allocate resources to the operating segments is Segment Operating Adjusted EBITDA.

Segment Operating Adjusted EBITDA, a non-GAAP financial measure, is defined as net income or loss before the impact of interest income or expense, income taxes, depreciation and amortization and certain other adjustments that are not considered by the CODM in the evaluation of ongoing operating performance.

The Company's presentation of Segment Operating Adjusted EBITDA may not be comparable to similar measures used by other companies and is not necessarily indicative of the results of operations that would have occurred had each reportable segment been an independent, stand-alone entity during the periods presented.

The Company has two operating and reportable segments, each of which comprise sites based upon the nature of the products produced or services provided, the type of customer for the products, the similarity of economic characteristics, the manner in which management reviews results and the nature of the production process, among other considerations.

Based on a review of these factors, the Company's Australia and LatAm sites and Astec Digital have changed reportable segments beginning January 1, 2024.

The Australia and LatAm sites were previously reported in the Infrastructure Solutions segment and have moved to the

Table of Content s

Materials Solutions segment.

Astec Digital was previously included in the Corporate and Other category and has moved to the Infrastructure Solutions segment.

Segment Operating Adjusted EBITDA is the measure of segment profit or loss used by the Company's Chief Executive Officer ("CEO"), who is the CODM, to evaluate performance and allocate resources to the reportable segments.

The CODM uses this measure to allocate resources, including headcount, financial resources and capital resources, for each segment, predominantly in the annual budgeting process.

Additionally, Segment Operating Adjusted EBITDA is believed to strongly correlate with shareholder returns and is, therefore, included as a key component in the compensation of certain employees.

This metric is used to monitor actual results versus budget and forecast on a monthly basis to assess segment performance as compared to expectations.

Segment Operating Adjusted EBITDA is defined as net income or loss before the impact of interest income or expense, income taxes, depreciation and amortization and certain other adjustments that are not considered by the CODM in the evaluation of ongoing operating performance.

Beginning January 1, 2024, the Company's presentation of Segment Operating Adjusted EBITDA has been modified to exclude the net income or loss attributable to the noncontrolling interest and include intersegment profit.

Prior periods have been revised to reflect the changes for both the segment composition and the segment profit or loss metric calculation for comparability.

A brief description of each segment is as follows:

Infrastructure Solutions - Sites within the Infrastructure Solutions segment design, engineer, manufacture and market a complete line of asphalt plants, concrete plants and their related components and ancillary equipment as well as supplying asphalt road construction equipment, industrial thermal systems and other heavy equipment.

The sites based in North America within the Infrastructure Solutions segment are primarily manufacturing operations, while those located outside of North America service and install equipment and provide parts in the regions in which they operate for many of the products produced by all of the Company's manufacturing sites.

The primary purchasers of the products produced by this segment are asphalt and concrete producers, highway and heavy equipment contractors, utility contractors, forestry and environmental recycling contractors and domestic and foreign governmental agencies.

Materials Solutions - Sites within the Materials Solutions segment design and manufacture heavy processing equipment, in addition to servicing and supplying parts for the aggregate, metallic mining, recycling, ports and bulk handling markets.

The sites within the Materials Solutions segment are primarily manufacturing operations, with the AME site functioning to market, service and install equipment and provide parts in the regions in which they operate for many of the products produced by all of the Company's manufacturing sites.

Infrastructure Solutions - Sites within the Infrastructure Solutions segment design, engineer, manufacture and market a complete line of asphalt plants, concrete plants and their related components and ancillary equipment, including industrial automation controls and telematics platforms, as well as supply asphalt road construction equipment, industrial thermal systems, land clearing, recycling and other heavy equipment.

The sites based in North America within the Infrastructure Solutions segment are primarily manufacturing operations, while those located outside of North America generally service and install equipment and provide parts in the regions in which they operate for many of the products produced by all of the Company's manufacturing sites.

The primary purchasers of the products produced by this segment are asphalt and concrete producers, highway and heavy equipment contractors, commercial and residential paving contractors, utility contractors, forestry and environmental recycling contractors and domestic and foreign governmental agencies.

Materials Solutions - Sites within the Materials Solutions segment design and manufacture heavy rock processing equipment, in addition to servicing and supplying parts for the aggregate, mining, recycling, ports and bulk handling markets.

The sites within the Materials Solutions segment are primarily manufacturing operations, with the AME, Australia and LatAm sites functioning to market, service and install equipment and provide parts in the regions in which they operate for many of the products produced by all of the Company's manufacturing sites.

Additionally, the Materials Solutions segment offers consulting and engineering services to provide complete "turnkey" processing systems.

The principal purchasers of aggregate processing equipment include distributors, highway and heavy equipment contractors, sand and gravel producers, demolition, recycle and crushing contractors, open mine operators, quarry operators, port and inland terminal authorities, power stations and foreign and domestic governmental agencies.

Corporate and Other - The Corporate and Other category consists primarily of the parent company, the Company's captive insurance company, Astec Insurance, and Astec Digital, the controls and automation business including the MINDS business acquired in April 2022, which do not meet the requirements for separate disclosure as an operating segment or inclusion in one of the other reporting segments.

The parent company and the captive insurance company provide support and corporate oversight for other sites.

The controls and automation business manufactures hardware and software products that are marketed independently and included in certain products of the Company's other segments.

The principal purchasers of aggregate processing equipment include distributors, highway and heavy equipment contractors, sand and gravel producers, demolition, recycling and crushing contractors, open mine operators, quarry operators, port and inland terminal authorities, power stations and foreign and domestic governmental agencies.

Segment Information:

The accounting policies of the reportable segments are the same as those described in Note 2, Basis of Presentation and Significant Accounting Policies.

Intersegment sales and transfers between foreign subsidiaries are valued at prices comparable to those for unrelated parties.

Segment information for 2023:

(in millions) Infrastructure Solutions Materials Solutions Corporate and Other Total

The Company has revised its presentation for the prior periods below to remove the presentation of Corporate and Other in conjunction with the reportable segment results and reconcile the total of the reportable segments’ revenues from external customers and measure of profit or loss to "Net sales" and "Income before income taxes", respectively, whereby Corporate and Other costs, net of eliminations, have been removed from total reportable segments’ revenues from external customers and Segment Operating Adjusted EBITDA and included in the reconciliations to "Net sales" and "Income before income taxes", respectively.

Table of Content s

Information for the Company's reportable segments are set forth below:

Year Ended December 31, 2024

(in millions) Infrastructure Solutions Materials Solutions Total

Reportable segment revenues:

Revenues from external customers $ 837.4 $ 467.7 $ 1,305.1

Intersegment revenues 48.3 7.0 55.3

Segment Operating Adjusted EBITDA 105.8 50.8 ( 44.9 ) 111.7

Total revenues - reportable segments $ 885.7 $ 474.7 $ 1,360.4

Significant reportable segment expenses:

Manufacturing operation costs:

Equipment $ 397.8 $ 231.0 $ 628.8

Parts 121.5 80.7 202.2

Other 104.8 41.0 145.8

General and administrative 52.4 28.0 80.4

Sales and marketing 44.3 28.1 72.4

Quality costs (1)

17.3 12.3 29.6

Research and development 16.1 7.7 23.8

Inventory period costs (2)

10.3 7.8 18.1

Other segment items (3)

( 0.3 ) 0.9 0.6

Reportable Segment Operating Adjusted EBITDA $ 121.5 $ 37.2 $ 158.7

Reportable segment assets and capital expenditures:

Assets $ 1,095.8 $ 772.3 $ 1,868.1

Capital expenditures 15.0 5.2 20.2

Segment information for 2022:

(in millions) Infrastructure Solutions Materials Solutions Corporate and Other Total

(1) Quality costs related to repair or other remediation expenses incurred for corrective action on product failures covered by warranties or voluntarily for certain warranty-type expenses occurring after the normal warranty period expires to help protect the reputation of the Company's products and maintain the goodwill of customers.

(2) Inventory period costs primarily relate to inventory reserves and adjustments and net scrap sales.

(3) Other segment items consists of foreign exchange gains and losses, investment income and loss and other income and expense amounts that are included in Segment Operating Adjusted EBITDA that are not considered to be significant segment expenses.

Table of Content s

Year Ended December 31, 2023

(in millions) Infrastructure Solutions Materials Solutions Total

Reportable segment revenues:

Revenues from external customers $ 800.4 $ 537.8 $ 1,338.2

Intersegment revenues 37.8 1.0 38.8

Segment Operating Adjusted EBITDA 73.0 44.5 ( 46.5 ) 71.0

Total revenues - reportable segments $ 838.2 $ 538.8 $ 1,377.0

Significant reportable segment expenses:

Manufacturing operation costs:

Equipment $ 408.5 $ 274.4 $ 682.9

Parts 121.9 82.1 204.0

Other 65.8 41.8 107.6

General and administrative 53.5 39.2 92.7

Sales and marketing 44.6 27.6 72.2

Quality costs (1)

15.1 12.1 27.2

Research and development 15.1 6.7 21.8

Inventory period costs (2)

11.3 4.9 16.2

Other segment items (3)

— ( 0.7 ) ( 0.7 )

Reportable Segment Operating Adjusted EBITDA $ 102.4 $ 50.7 $ 153.1

Reportable segment assets and capital expenditures:

Assets $ 1,041.5 $ 800.2 $ 1,841.7

Capital expenditures 24.8 8.9 33.7

Segment information for 2021:

(in millions) Infrastructure Solutions Materials Solutions Corporate and Other Total

(2) Inventory period costs primarily relate to inventory reserves and adjustments and net scrap sales.

Table of Content s

Year Ended December 31, 2022

(in millions) Infrastructure Solutions Materials Solutions Total

Reportable segment revenues:

Revenues from external customers $ 764.2 $ 510.3 $ 1,274.5

Intersegment revenues 36.1 2.4 38.5

Segment Operating Adjusted EBITDA 73.9 39.1 ( 48.2 ) 64.8

Total revenues - reportable segments $ 800.3 $ 512.7 $ 1,313.0

Significant reportable segment expenses:

Manufacturing operation costs:

Equipment $ 404.0 $ 242.3 $ 646.3

Parts 108.7 96.3 205.0

Other 99.6 58.8 158.4

General and administrative 39.6 27.9 67.5

Sales and marketing 37.7 22.5 60.2

Quality costs (1)

12.9 6.6 19.5

Research and development 15.7 10.4 26.1

Inventory period costs (2)

12.8 ( 0.8 ) 12.0

Other segment items (3)

Reportable Segment Operating Adjusted EBITDA $ 69.2 $ 48.0 $ 117.2

Reportable segment assets and capital expenditures:

Assets $ 965.2 $ 734.6 $ 1,699.8

Capital expenditures 31.1 9.0 40.1

The totals of segment information for all reportable segments reconciles to consolidated totals as follows:

(2) Inventory period costs primarily relate to inventory reserves and adjustments and net scrap sales.

Table of Content s

Reconciliations for the Company's reportable segment information are set forth below:

Years Ended December 31,

(in millions) 2024 2023 2022

Segment Operating Adjusted EBITDA $ 111.7 $ 71.0 $ 64.8

Reconciliation of reportable segment revenues to "Net sales"

Total revenues - reportable segments $ 1,360.4 $ 1,377.0 $ 1,313.0

Elimination of intersegment revenues ( 55.3 ) ( 38.8 ) ( 38.5 )

Net sales $ 1,305.1 $ 1,338.2 $ 1,274.5

Reconciliation of Reportable Segment Operating Adjusted EBITDA to "Income before income taxes"

Segment Operating Adjusted EBITDA - reportable segments $ 158.7 $ 153.1 $ 117.2

Corporate and Other expenses ( 46.9 ) ( 43.1 ) ( 46.4 )

Transformation program ( 32.8 ) ( 29.2 ) ( 25.5 )

Curtailment and settlement loss on pension and postretirement benefits, net — — ( 4.7 )

Restructuring and other related charges ( 9.5 ) ( 7.7 ) ( 6.2 )

Goodwill impairment ( 20.2 ) — —

Asset impairment — ( 1.2 ) ( 3.5 )

3 unchanged sentences

Depreciation and amortization ( 26.8 ) ( 25.6 ) ( 27.9 )

Income tax provision (benefit) ( 9.1 ) ( 5.0 ) 2.1

Net (income) loss attributable to noncontrolling interest ( 0.2 ) 0.5 ( 0.1 )

(Elimination) recapture of intersegment profit ( 1.5 ) ( 0.7 ) 0.4

Net income (loss) attributable to controlling interest $ 33.5 $ ( 0.1 ) $ 15.8

Total segment assets $ 2,623.3 $ 2,412.6 $ 2,308.1

Elimination of intercompany profit in inventory ( 5.0 ) ( 3.0 ) ( 2.4 )

Net (loss) income attributable to noncontrolling interest ( 0.2 ) 0.2 ( 0.5 )

Income before income taxes $ 13.9 $ 42.8 $ 4.4

Reconciliation of reportable segment assets to "Total assets"

Total assets - reportable segments $ 1,868.1 $ 1,841.7 $ 1,699.8

Corporate and Other 864.4 770.9 645.3

Elimination of intercompany receivables ( 1,121.1 ) ( 999.4 ) ( 842.2 )

1 unchanged sentence

Other ( 44.9 ) ( 32.4 ) ( 22.7 )

Total consolidated assets $ 1,059.3 $ 1,014.4 $ 905.8

Sales into major geographic regions were as follows:

Total assets $ 1,043.6 $ 1,059.3 $ 1,014.4

Reconciliation of reportable segment capital expenditures to "Expenditures for property and equipment"

Total capital expenditures - reportable segments $ 20.2 $ 33.7 $ 40.1

Corporate and Other 0.3 0.4 0.6

Total capital expenditures $ 20.5 $ 34.1 $ 40.7

Table of Content s

"Net sales" into major geographic regions, attributable to the shipping location or the location where service was performed, were as follows:

Years Ended December 31,

5 unchanged sentences

Brazil 32.9 27.0 24.8

Mexico 23.8 8.4 10.7

Other European Countries 23.7 26.2 28.0

South America (excluding Brazil) 17.8 19.8 20.0

Mexico 8.4 10.7 13.5

Other Asian Countries 12.3 7.7 10.3

Middle East 4.9 3.1 2.9

Post-Soviet States (excluding Russia) 7.2 2.5 2.7

Central America (excluding Mexico) 5.6 4.1 10.7

West Indies 3.8 2.5 0.4

Post-Soviet States (excluding Russia) 2.5 2.7 3.6

Middle East 1.8 4.9 3.1

India 0.6 0.6 2.9

9 unchanged sentences

Brazil 4.9 7.4

Canada 5.0 5.2

Australia 4.4 4.4

South Africa 4.1 3.6

Australia 4.0 4.4

Canada 3.9 5.0

France 0.1 0.2

Chile 0.1 0.1

1 unchanged sentence

Total property and equipment, net $ 181.9 $ 187.6

Other Income and Expenses

Other income (expenses), net, consists of the following:

Other Expenses and Income, net

Other (expenses) income, net, consists of the following:

Years Ended December 31,

(in millions) 2024 2023 2022

Foreign exchange gains (losses), net $ 0.7 $ ( 0.9 ) $ ( 0.5 )

Foreign exchange (losses) gains, net $ ( 1.2 ) $ 0.7 $ ( 0.9 )

Investment income (loss), net — 0.2 ( 0.9 )

Curtailment and settlement loss on pension and postretirement benefits, net — — ( 4.7 )

Other, net 0.6 0.1 0.2

Total $ ( 0.6 ) $ 1.0 $ ( 1.6 )

Strategic Transformation and Restructuring, Impairment and Other Asset Charges

The Company's strategic transformation program includes two ongoing initiatives.

The Company is undergoing a multi-year phased implementation of a standardized enterprise resource planning ("ERP") across the global organization, which will replace

much of the existing disparate core financial systems.

The upgraded ERP will initially convert internal operations, manufacturing, finance, human capital resources management and customer relationship systems to cloud-based platforms.

Strategic Transformation and Restructuring, Impairment and Other Asset Charges, net

The Company's strategic transformation program includes the ongoing multi-year phased implementation of a standardized enterprise resource planning ("ERP"), which is replacing much of the existing disparate core financial systems.

The upgraded ERP will initially convert internal operations, manufacturing, finance, human capital resources management and customer

Table of Content s

relationship systems to cloud-based platforms.

An implementation of this scale is a major financial undertaking and requires substantial time and attention of management and key employees.

Additionally, beginning in the first quarter of 2022, a lean manufacturing initiative at one of the Company's largest sites was initiated.

Total costs of $ 29.7 million were incurred related to these strategic transformation initiatives in 2023, of which $ 29.4 million and $ 0.3 million are recorded in "Selling, general and administrative expenses" and "Cost of sales", respectively, in the Consolidated Statements of Operations.

Costs totaling of $ 25.5 million and $ 13.4 million were incurred in 2022 and 2021, respectively, and are recorded in "Selling, general and administrative expenses" in the Consolidated Statements of Operations.

Capitalized implementation costs associated with the ERP implementation totaled $ 30.6 million, of which $ 3.3 million and $ 27.3 million were included in "Prepaid expenses and other assets" and "Other long-term assets", respectively, in the Consolidated Balance Sheets as of December 31, 2023.

Capitalized implementation costs totaled $ 17.8 million, of which $ 1.2 million and $ 16.6 million were included in "Prepaid expenses and other assets" and "Other long-term assets", respectively, in the Consolidated Balance Sheets as of December 31, 2022.

Amortization of these capitalized implementation costs totaled $ 1.9 million during 2023, which is included in "Selling, general and administrative expenses" in the Consolidated Statements of Operations.

In addition, a lean manufacturing initiative at one of the Company's largest sites was largely completed during 2023 with certain capital investments finalized in early 2024.

Net capitalized implementation costs associated with the ERP implementation totaled $ 31.9 million, of which $ 3.7 million and $ 28.2 million were included in "Prepaid expenses and other assets" and "Other long-term assets", respectively, in the Consolidated Balance Sheets as of December 31, 2024.

Net capitalized implementation costs totaled $ 30.6 million, of which $ 3.3 million and $ 27.3 million were included in "Prepaid expenses and other assets" and "Other long-term assets", respectively, in the Consolidated Balance Sheets as of December 31, 2023.

Accumulated amortization associated with these capitalized implementation costs totaled $ 5.5 million and $ 1.9 million as of December 31, 2024 and 2023, respectively.

Costs associated with these strategic transformation programs are presented below:

Years Ended December 31,

(in millions) 2024 2023 2022

Strategic transformation programs

Selling, general and administrative expenses $ 33.0 $ 29.4 $ 25.5

Cost of sales 0.5 0.3 —

Total costs related to strategic transformation initiatives $ 33.5 $ 29.7 $ 25.5

Amortization of capitalized implementation costs (1)

$ 3.6 $ 1.9 $ —

(1) Amortization of capitalized implementation costs is recorded in "Selling, general and administrative expenses" in the Consolidated Statements of Operations.

In addition, the Company periodically sells or disposes of its assets in the normal course of its business operations as they are no longer needed or used and may incur gains or losses on these disposals.

1 unchanged sentence

The Company reports asset impairment charges and gains or losses on the sales of property and equipment collectively, with restructuring charges in "Restructuring, impairment and other asset charges, net" in the Consolidated Statements of Operations to the extent they are experienced.

The restructuring, asset impairment charges and net gain on sale of property and equipment incurred in 2023, 2022 and 2021 are as follows:

Restructuring, impairment and other asset charges, net incurred in 2024, 2023 and 2022 are as follows:

Years Ended December 31,

1 unchanged sentence

Restructuring related charges:

Costs associated with leadership change and overhead restructuring $ 7.3 $ 4.4 $ —

Costs associated with exited operations – Enid $ 8.6 $ 0.4 $ 1.0

Workforce reductions 0.9 — —

Costs associated with leadership change and overhead restructuring — 7.3 4.4

Costs associated with closing Tacoma — — 0.8

Costs associated with closing Mequon — — 0.6

Total restructuring related charges 9.5 7.7 6.2

6 unchanged sentences

Restructuring, impairment and other asset charges, net $ 8.4 $ 5.8 $ 9.0

Restructuring charges by segment are as follows:

Table of Content s

Restructuring charges by reportable segment and the Corporate and Other category are as follows:

Years Ended December 31,

4 unchanged sentences

Total restructuring related charges $ 9.5 $ 7.7 $ 6.2

Impairment charges by segment are as follows:

Impairment charges by reportable segment and the Corporate and Other category are as follows:

Years Ended December 31,

1 unchanged sentence

Infrastructure Solutions $ — $ 0.4 $ 2.5

Materials Solutions — — 0.2

Corporate and Other — 0.8 1.0

Total impairment charges $ — $ 1.2 $ 3.5

The net gain on sale of property and equipment by segment are as follows:

The net gain on sale of property and equipment by reportable segment are as follows:

Years Ended December 31,

3 unchanged sentences

Total gain on sale of property and equipment, net $ ( 1.1 ) $ ( 3.1 ) $ ( 0.7 )

Restructuring charges accrued, but not paid, were $ 0.1 million and $ 4.7 million as of December 31, 2023 and December 31, 2022, respectively.

In late 2019, the oil and gas drilling product lines produced at the Company's Enid, Oklahoma location ("Enid") formally included in the Company's Infrastructure Solutions segment, were impaired and discontinued.

In late 2019, the oil and gas drilling product lines produced at the Company's Enid, Oklahoma location formally included in the Company's Infrastructure Solutions segment, were impaired and discontinued.

The sale of the land and building assets was completed in the fourth quarter of 2022 for approximately $ 4.7 million.

In October 2020, the Company closed a transaction for the sale of Enid's water well assets, which included equipment, inventories and intangible assets.

Additional purchase price adjustments related to this sale were completed in January 2021 whereby the Company had an obligation to pay the buyer $ 1.1 million.

This obligation was settled in the first quarter of 2021.

On October 8, 2024, the Company reached an agreement to resolve the action styled VenVer S.A.

and Americas Coil Tubing LLP v.

GEFCO, Inc., related to Enid for $ 8.4 million.

In connection with the settlement, management recorded a loss of $ 8.4 million in "Restructuring, impairment and other asset charges, net" in the Consolidated Statements of Operations and "Other current liabilities" in the Consolidated Balance Sheets during the third quarter of 2024.

See Note 16, Commitments and Contingencies for further discussion of this matter.

In January 2021, the Company announced plans to close the Tacoma facility in order to simplify and consolidate operations.

The Tacoma facility ceased manufacturing operations at the end of 2021.

The transfer of the manufacturing and marketing of Tacoma product lines to other facilities within the Infrastructure Solutions segment was completed during the first quarter of 2022.

In conjunction with this action, the Company recorded $ 0.8 million and $ 1.6 million of restructuring related charges during 2022 and 2021, respectively, in " Restructuring, impairment and other asset charges, net " in the Consolidated Statements of Operations.

The Company recorded the Tacoma facility's land, building and certain equipment assets of $ 15.4 million as held for sale in its Consolidated Balance Sheets as of December 31, 2022.

The sale of these assets was completed in the first quarter of 2023 for $ 19.9 million.

In conjunction with this action, the Company recorded $ 0.8 million of restructuring related charges during 2022, in " Restructuring, other impairment and asset charges, net " in the Consolidated Statements of Operations.

The Company completed the sale of the Tacoma facility's land, building and certain equipment assets in the first quarter of 2023 for $ 19.9 million.

The Company recorded a gain on the sale of $ 3.4 million, which was recorded in "Restructuring, impairment and other asset charges, net" in the Consolidated Statements of Operations.

During the second quarter of 2022, the Company determined that certain manufacturing equipment contracted to be constructed by a third-party vendor for a site within the Infrastructure Solutions segment, which had been prepaid, would not be recovered.

As such, impairment charges of $ 2.1 million were recorded in " Restructuring, impairment and other asset charges, net " in the Consolidated Statements of Operations during 2022.

As such, impairment charges of $ 2.1 million were recorded in " Restructuring, other impairment and asset charges, net " in the Consolidated Statements of Operations during 2022.

Effective January 6, 2023, Mr.

5 unchanged sentences

Ruffalo's separation during the year ended December 21, 2022, with an additional $ 1.8 million of restructuring costs, related to the modification of Mr.

Ruffalo's equity awards and other third-party transition support costs incurred in the year ended December 31, 2023, which were recorded in " Restructuring, impairment and other asset charges, net " in the Consolidated Statements of Operations.

Ruffalo's equity awards and other third-party transition support costs incurred in the year ended December 31, 2023, which were recorded in " Restructuring, other impairment and asset charges, net " in the Consolidated Statements of Operations.

The related recovery of $ 1.6 million of previously incurred share-based compensation expense was recorded in "Selling, general and administrative expenses" in the Consolidated Statements of Operations during the first quarter of 2023.

2 unchanged sentences

Management continually reviews the Company's organizational structure and operations to ensure they are optimized and aligned with achieving near-term and long-term operational and profitability targets.

In connection with this review, in February 2023, the Company implemented a limited restructuring plan to right-size and reduce the fixed cost structure of certain overhead departments.

Total charges of $ 5.5 million for employee termination costs, including equity award modifications, were recorded in " Restructuring, impairment and other asset charges, net " in the Consolidated Statements of Operations.

In connection with this review, the Company

Table of Content s

effected workforce reductions during the second quarter of 2024, whereby charges of $ 0.9 million were incurred during the three months ended June 30, 2024 and recorded in " Restructuring, other impairment and asset charges, net " in the Consolidated Statements of Operations.

In February 2023, the Company implemented a limited restructuring plan to right-size and reduce the fixed cost structure of certain overhead departments.

Total charges of $ 5.5 million for employee termination costs, including equity award modifications, were recorded in " Restructuring, other impairment and asset charges, net " in the Consolidated Statements of Operations.

The related recovery of $ 1.0 million of previously incurred share-based compensation expense was recorded in "Selling, general and administrative expenses" in the Consolidated Statements of Operations.

Table of Content s

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data