What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-05 compared with 2025-08-06 · 223 added, 105 removed, 520 unchanged (39% of the section changed)

3 unchanged sentences

(In millions, except share and per share data, unaudited)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Current assets:

15 unchanged sentences

Current liabilities:

Current maturities of long-term debt $ 16.2 $ —

Short-term debt 12.2 $ 13.3

14 unchanged sentences

Common stock – authorized 40,000,000 shares of $ 0.20 par value;

issued and outstanding – 22,874,713 as of June 30, 2025 and 22,803,976 as of December 31, 2024

issued and outstanding – 22,875,841 as of September 30, 2025 and 22,803,976 as of December 31, 2024

Additional paid-in capital 147.3 142.9

10 unchanged sentences

(In millions, except share and per share data, unaudited)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

4 unchanged sentences

Goodwill impairment — — — 20.2

Restructuring and other asset gains, net ( 0.1 ) 0.7 ( 0.1 ) ( 0.1 )

Restructuring and other asset (gains) losses, net ( 0.2 ) 8.4 ( 0.3 ) 8.3

Income (loss) from operations 1.1 ( 7.2 ) 43.0 ( 11.6 )

Other income (expenses), net:

Other expenses, net:

Interest expense ( 7.3 ) ( 2.6 ) ( 11.4 ) ( 8.4 )

Interest income 0.7 0.5 2.9 1.5

Other income (expenses), net 1.7 ( 0.3 ) 2.3 0.2

Income (loss) before income taxes 22.6 ( 13.7 ) 42.3 ( 9.0 )

Income tax provision 5.8 0.3 11.2 1.7

Net income (loss) 16.8 ( 14.0 ) 31.1 ( 10.7 )

Other income, net 0.4 0.8 2.7 1.0

(Loss) income before income taxes ( 5.1 ) ( 8.5 ) 37.2 ( 17.5 )

Income tax (benefit) provision ( 0.9 ) ( 2.3 ) 10.3 ( 0.6 )

Net (loss) income ( 4.2 ) ( 6.2 ) 26.9 ( 16.9 )

Net (income) loss attributable to noncontrolling interest — — ( 0.1 ) 0.1

Net income (loss) attributable to controlling interest $ 16.7 $ ( 14.0 ) $ 31.0 $ ( 10.6 )

Net (loss) income attributable to controlling interest $ ( 4.2 ) $ ( 6.2 ) $ 26.8 $ ( 16.8 )

Per share data:

Earnings (loss) per common share - Basic $ 0.73 $ ( 0.61 ) $ 1.36 $ ( 0.47 )

Earnings (loss) per common share - Diluted $ 0.72 $ ( 0.61 ) $ 1.35 $ ( 0.47 )

(Loss) earnings per common share - Basic $ ( 0.18 ) $ ( 0.27 ) $ 1.17 $ ( 0.74 )

(Loss) earnings per common share - Diluted $ ( 0.18 ) $ ( 0.27 ) $ 1.16 $ ( 0.74 )

Weighted average shares outstanding - Basic 22,890,301 22,816,359 22,867,098 22,791,819

2 unchanged sentences

ASTEC INDUSTRIES, INC.

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Comprehensive (Loss) Income

(In millions, unaudited)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Net income (loss) $ 16.8 $ ( 14.0 ) $ 31.1 $ ( 10.7 )

Other comprehensive income (loss):

Net (loss) income $ ( 4.2 ) $ ( 6.2 ) $ 26.9 $ ( 16.9 )

Other comprehensive (loss) income:

Foreign currency translation adjustments ( 0.4 ) 5.8 9.1 —

Other comprehensive income (loss) 6.4 ( 1.4 ) 9.5 ( 5.8 )

Comprehensive income (loss) 23.2 ( 15.4 ) 40.6 ( 16.5 )

Other comprehensive (loss) income ( 0.4 ) 5.8 9.1 —

Comprehensive (loss) income ( 4.6 ) ( 0.4 ) 36.0 ( 16.9 )

Comprehensive (income) loss attributable to noncontrolling interest ( 0.1 ) — ( 0.3 ) 0.3

Comprehensive income (loss) attributable to controlling interest $ 23.1 $ ( 15.2 ) $ 40.4 $ ( 16.2 )

Comprehensive (loss) income attributable to controlling interest $ ( 4.7 ) $ ( 0.4 ) $ 35.7 $ ( 16.6 )

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

2 unchanged sentences

(In millions, unaudited)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

2 unchanged sentences

Depreciation and amortization 24.7 20.1

Amortization of acquisition-related inventory fair value step-up 4.3 —

Provision for credit losses 0.9 1.0

2 unchanged sentences

Share-based compensation 4.9 3.7

Deferred tax benefit ( 0.9 ) ( 5.3 )

Deferred tax provision (benefit) 0.1 ( 6.7 )

Gain on sale of property and equipment, net ( 0.1 ) ( 1.1 )

17 unchanged sentences

Cash flows from investing activities:

Acquisitions, net of cash acquired ( 248.5 ) —

Expenditures for property and equipment ( 12.0 ) ( 16.0 )

6 unchanged sentences

(In millions, unaudited)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from financing activities:

2 unchanged sentences

Repayments of borrowings on credit facilities and bank loans ( 222.5 ) ( 111.9 )

Payment of debt issuance costs ( 10.4 ) —

Sale of Company stock by deferred compensation programs, net 0.1 0.2

Withholding tax paid upon vesting of share-based compensation awards ( 0.7 ) ( 0.5 )

Net cash (used in) provided by financing activities ( 29.2 ) 49.5

Net cash provided by financing activities 212.4 19.5

Effect of exchange rates on cash 1.2 0.2

33 unchanged sentences

Balance, June 30, 2025 22,874,713 $ 4.6 $ 145.5 $ ( 41.7 ) $ ( 0.2 ) $ 566.7 $ — $ 674.9

Net loss — — — — — ( 4.2 ) — ( 4.2 )

Other comprehensive (loss) income — — — ( 0.5 ) — — 0.1 ( 0.4 )

Dividends ($ 0.13 per share)

— — 0.1 — — ( 3.1 ) — ( 3.0 )

Share-based compensation — — 1.7 — — — — 1.7

Issuance of common stock under incentive plan 1,128 — — — — — — —

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

Balance, September 30, 2025 22,875,841 $ 4.6 $ 147.3 $ ( 42.2 ) $ ( 0.2 ) $ 559.4 $ 0.1 $ 669.0

ASTEC INDUSTRIES, INC.

Consolidated Statements of Equity (Continued)

(In millions except share and per share data, unaudited)

Common Stock Common Stock Amount Additional Paid-in-Capital Accumulated Other Comprehensive Loss Company Shares Held by DCP Retained Earnings Noncontrolling Interest Total Equity

17 unchanged sentences

Balance, June 30, 2024 22,800,581 $ 4.6 $ 140.3 $ ( 43.7 ) $ ( 0.7 ) $ 532.8 $ — $ 633.3

Net loss — — — — — ( 6.2 ) — ( 6.2 )

Other comprehensive income — — — 5.8 — — — 5.8

Dividends ($ 0.13 per share)

— — — — — ( 3.0 ) — ( 3.0 )

Share-based compensation — — 1.4 — — — — 1.4

Issuance of common stock under incentive plan 1,204 — — — — — — —

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

Balance, September 30, 2024 22,801,785 $ 4.6 $ 141.6 $ ( 37.9 ) $ ( 0.5 ) $ 523.6 $ — $ 631.4

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

8 unchanged sentences

The Company's product portfolio includes both asphalt and concrete equipment.

The Company also manufactures certain equipment and components unrelated to road construction, including equipment for the mining, quarrying, construction, demolition, land clearing and recycling industries and port and rail yard operators;

The Company also manufactures certain equipment and components unrelated to road construction, including equipment for the mining, quarrying, construction, demolition, land clearing, energy, hydro-electric and recycling industries and port and rail yard operators;

industrial heat transfer equipment;

26 unchanged sentences

Actual results could differ from those estimates.

In the opinion of management, the consolidated financial statements contain all adjustments necessary for a fair statement of the results of operations and comprehensive income (loss) for the three and six months ended June 30, 2025 and 2024, the financial position as of June 30, 2025 and December 31, 2024 and the cash flows for the six months ended June 30, 2025 and 2024, and, except as otherwise discussed herein, such adjustments consist only of those of a normal recurring nature.

In the opinion of management, the consolidated financial statements contain all adjustments necessary for a fair statement of the results of operations and comprehensive (loss) income for the three and nine months ended September 30, 2025 and 2024, the financial position as of September 30, 2025 and December 31, 2024 and the cash flows for the nine months ended September 30, 2025 and 2024, and, except as otherwise discussed herein, such adjustments consist only of those of a normal recurring nature.

The interim results are not necessarily indicative of results that may be achieved in a full reporting year.

19 unchanged sentences

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

On July 1, 2025 (the "Closing Date"), the Company completed the acquisition of TerraSource Holdings, LLC ("TerraSource"), a market-leading manufacturer of material processing equipment and related aftermarket parts serving complementary crushing, screening and separation applications (such acquisition, the "Acquisition").

Pursuant to the Acquisition, the Company acquired 100 % of the equity interests of TerraSource.

The total cash consideration paid for by the Company to the sellers of TerraSource was $ 252.4 million.

The Acquisition provides the Company with access to adjacent markets in materials processing equipment and related aftermarket parts.

The acquired TerraSource business is included in the Company's Materials Solutions reportable segment.

The Company financed the purchase price and related fees and expenses using net proceeds from a credit agreement entered into with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto from time to time (the "2025 Credit Agreement").

See Note 8, Debt for additional details on financing transactions.

Total transaction costs, inclusive of the amortization of the acquisition-related inventory fair value step-up, of $ 8.1 million and $ 10.3 million were expensed as incurred during the three and nine months ended September 30, 2025, respectively, for the Acquisition.

Transaction costs of $ 4.3 million were recorded in "Cost of sales" in the Consolidated Statements of Operations during the three months ended September 30, 2025.

Transaction costs of $ 3.8 million and $ 6.0 million were recorded in "Selling, general and administrative expenses" in the Consolidated Statements of Operations during the three and nine months ended September 30, 2025, respectively.

The following table summarizes the preliminary purchase price allocation for the Acquisition, which is subject to change as the Company continues to evaluate the fair value of the assets acquired and liabilities assumed:

(in millions) Amount

Payment to equity holders $ 176.4

Payment of TerraSource's outstanding debt 71.9

Transaction expenses paid on behalf of the seller 4.1

Aggregate purchase consideration 252.4

Identifiable assets acquired:

Cash, cash equivalents and restricted cash 3.9

Trade receivables, contract assets and other receivables, net 20.1

Inventories 58.4

Other current assets 11.0

Property and equipment, net 20.4

Intangible assets, net 127.2

Other long-term assets 6.0

Total assets acquired 247.0

Identifiable liabilities assumed:

Current liabilities 43.7

Long-term liabilities 36.0

Total liabilities assumed 79.7

Total identifiable net assets 167.3

Goodwill $ 85.1

The preliminary purchase price allocation presented above was based on management's estimate of the fair values of the acquired assets and assumed liabilities using valuation techniques including the income, market and cost approaches.

The goodwill is attributable to the differences between the estimated fair value of the consideration transferred and the estimated fair value of the assets acquired, and liabilities assumed.

Goodwill of $ 15.4 million is expected to be deductible for tax purposes.

The following table summarizes the identifiable definite-lived intangible assets acquired.

All intangible assets acquired in the TerraSource acquisition are subject to amortization:

(in millions except useful lives) Fair Value Estimated Useful Life (in years)

Trade Names $ 7.8 10

Patents 5.0 10

Customer Relationships 110.0 10

Other 4.4 3 - 5

Total identifiable definite-lived intangible assets acquired $ 127.2

The acquired TerraSource business contributed revenues and a net loss of $ 40.5 million and $ 4.7 million, respectively, during the three months ended September 30, 2025.

Pro Forma Financial Information

The following unaudited pro forma summary information reflects the consolidated results of the Company's operations as if the Acquisition had been completed on January 1, 2024.

The information presented below is provided for illustrative purposes only

and does not purport to represent what the Company's consolidated results of operations would have been had the Acquisition actually occurred as of January 1, 2024.

Three Months Ended September 30, Nine Months Ended September 30,

(in millions) 2025 2024 2025 2024

Revenue $ 350.1 $ 330.6 $ 1,076.7 $ 1,059.6

Net income (loss) $ 5.8 $ ( 11.5 ) $ 29.1 $ ( 39.2 )

These pro forma amounts have been calculated after applying the Company's accounting policies and adjusting to illustrate the impact of amortization and depreciation expense related to acquired intangible and tangible assets, respectively, incremental interest costs on the borrowings used to fund the Acquisition, amortization of an increase in the fair value of inventory acquired, transaction costs and the related tax impact associated with these adjustments.

Inventories are valued at the lower of cost (first-in, first-out) or net realizable value, which requires the Company to make specific estimates, assumptions and judgments in determining the amount, if any, of reductions in the valuation of inventories to their net realizable values.

Inventories consist of the following:

(in millions) June 30, 2025 December 31, 2024

(in millions) September 30, 2025 December 31, 2024

Raw materials and parts $ 316.5 $ 275.4

19 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.

As indicated in the tables below, the Company has determined that all of its financial assets and liabilities as of June 30, 2025 and December 31, 2024 are Level 1 and Level 2 in the fair value hierarchy defined above:

June 30, 2025

As indicated in the tables below, the Company has determined that all of its financial assets and liabilities as of September 30, 2025 and December 31, 2024 are Level 1 and Level 2 in the fair value hierarchy defined above:

September 30, 2025

(in millions) Level 1 Level 2 Total

37 unchanged sentences

During the second quarter of 2024, the Company identified that indicators of goodwill impairment were present due to macroeconomic conditions at the time, 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.

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.

8 unchanged sentences

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.

The Company completed the Acquisition during the three months ended September 30, 2025, which increased goodwill $ 85.1 million.

The changes in the carrying amount of goodwill and accumulated impairment losses by reporting segment during the nine months ended September 30, 2025 and the year ended December 31, 2024 are as follows:

(in millions) Infrastructure Solutions Materials Solutions Total

Balance, December 31, 2023:

Goodwill $ 48.0 $ 32.3 $ 80.3

Accumulated impairment losses ( 21.8 ) ( 12.2 ) ( 34.0 )

Net $ 26.2 $ 20.1 $ 46.3

2024 Activity:

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

Impairment — ( 20.2 ) ( 20.2 )

Total 2024 activity

$ ( 1.2 ) $ ( 20.1 ) $ ( 21.3 )

Balance, December 31, 2024:

Goodwill $ 46.8 $ 32.2 $ 79.0

Accumulated impairment ( 21.8 ) ( 32.2 ) ( 54.0 )

Net $ 25.0 $ — $ 25.0

2025 Activity:

Foreign currency translation $ 0.6 $ ( 0.3 ) $ 0.3

Acquisitions — 85.1 85.1

Total 2025 activity

$ 0.6 $ 84.8 $ 85.4

Balance, September 30, 2025:

Goodwill $ 47.4 $ 117.0 $ 164.4

Accumulated impairment ( 21.8 ) ( 32.2 ) ( 54.0 )

Net $ 25.6 $ 84.8 $ 110.4

Product Warranty Reserves

4 unchanged sentences

The product warranty liability is primarily based on historical claim rates, nature of claims and the associated costs.

Changes in the Company's product warranty liability for the three and six month periods ended June 30, 2025 and 2024 are as follows:

Three Months Ended June 30, Six Months Ended June 30,

Changes in the Company's product warranty liability for the three and nine month periods ended September 30, 2025 and 2024 are as follows:

Three Months Ended September 30, Nine Months Ended September 30,

(in millions) 2025 2024 2025 2024

8 unchanged sentences

Changes in assumptions, as well as changes in actual experience, could cause these estimates to change in the future.

Total accrued loss reserves were $ 6.4 million and $ 6.3 million as of June 30, 2025 and December 31, 2024, respectively, of which $ 4.8 million and $ 4.6 million were included in "Other long-term liabilities" in the Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024, respectively.

For the three months ended June 30, 2025, the Company recorded income tax expense of $ 5.8 million, reflecting a 25.7 % effective tax rate, compared to $ 0.3 million for the three months ended June 30, 2024, reflecting a ( 2.2 )% effective tax rate.

The income tax expense for the three months ended June 30, 2025 was higher compared to the same period in 2024 primarily due to higher pretax book income and changes in the relative weighting of jurisdictional income and loss, partially offset by a net nondeductible goodwill impairment incurred in 2024.

For the six months ended June 30, 2025, the Company recorded income tax expense of $ 11.2 million, reflecting a 26.5 % effective tax rate, compared to $ 1.7 million for the six months ended June 30, 2024, reflecting a ( 18.9 )% effective tax rate.

The income tax expense for the six months ended June 30, 2025 was higher compared to the same period in 2024 primarily due to higher pretax book income and changes in the relative weighting of jurisdictional income and loss, partially offset by a net nondeductible goodwill impairment incurred in 2024.

The Company's recorded liability for uncertain tax positions was $ 17.3 million and $ 16.8 million as of June 30, 2025 and December 31, 2024, respectively.

Total accrued loss reserves were $ 6.5 million and $ 6.3 million as of September 30, 2025 and December 31, 2024, respectively, of which $ 4.7 million and $ 4.6 million were included in "Other long-term liabilities" in the Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024, respectively.

On July 1, 2025 (the "Financing Effective Date"), the Company entered into the 2025 Credit Agreement with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto from time to that provides for (i) a revolving credit facility, a term loan facility, a swingline facility and a letter of credit facility, in an initial aggregate amount of up to $ 600.0 million and (ii) an incremental facilities limit in an aggregate amount not to exceed $ 150.0 million (collectively, the "2025 Credit Facilities").

Loans advanced under the revolving credit facility and the term loan facility must be repaid on (i) July 1, 2030 or (ii) earlier as specified in the 2025 Credit Agreement.

On the Financing Effective Date, the Company used the proceeds from the term loan facility, together with cash on hand, to (i) finance the Acquisition, (ii) repay existing indebtedness of the Company and its subsidiaries, including repayment of all amounts outstanding under the previous 2022 Credit Facilities, and (iii) the payment of transaction expenses incurred in connection with the Acquisition and the 2025 Credit Facilities.

At the Company’s election, revolving credit loans and term loans advanced under the 2025 Credit Agreement bears interest at a rate per annum equal to (i) a forward-looking term rate based on the secured overnight financing rate for the applicable interest period ("Term SOFR"), as selected by the Company, plus an applicable margin ranging between 1.75 % and 2.75 % per annum, or (ii) the highest of the Wells Fargo Bank, National Association prime rate, the Federal Funds rate plus 0.50 %, and Term SOFR for a one month tenor in effect on such day plus 1.00 % (“Base Rate”), plus an applicable margin ranging between 0.75 % and 1.75 % per annum.

Swingline loans shall bear interest at the Base Rate, plus an applicable margin ranging between 0.75 % and 1.75 % per annum.

The Company also pays a commitment fee ranging from 0.15 % to 0.35 % per annum to the lenders under the revolving credit facility on the average amount by which the aggregate commitments of the lenders exceed utilization of the revolving credit facility.

The applicable margins and the commitment fee are determined based on the Company's Consolidated Total Net Leverage Ratio (as defined in the 2025 Credit Agreement) at the relevant time.

The obligations of the Company in respect of the 2025 Credit Facilities are secured and are guaranteed by the U.S.

domestic subsidiaries of the Company, subject to customary exceptions.

The 2025 Credit Agreement includes certain affirmative and negative covenants that impose restrictions on the Company's financial and business operations, including limitations on liens, indebtedness, fundamental changes and changes in the nature of the Company's business.

These limitations are subject to customary exceptions.

The Company will also be required to maintain a (i) Consolidated Total Net Leverage Ratio of not more than 3.50 to 1.00 as of the last day of any fiscal quarter, which may be increased to 4.00 to 1.00 in connection with a material permitted acquisition and subject to the terms of the 2025 Credit Agreement, and (ii) Consolidated Interest Coverage Ratio (as defined in the 2025 Credit Agreement) of at least 2.50 to 1.00 as of the last day of any fiscal quarter.

The 2025 Credit Agreement also contains customary representations and warranties.

The 2025 Credit Agreement contains events of default customary for this type of financing, including a cross default and cross acceleration provision to certain other material indebtedness of the Company and its subsidiaries.

Upon the occurrence of an event of default, the outstanding obligations under the 2025 Credit Agreement may be accelerated and become due and payable immediately.

In addition, if certain change of control events occur with respect to the Company, the Company will be required to repay the loans outstanding under the 2025 Credit Facilities.

Additional details for the 2025 Credit Facilities are summarized below:

(in millions, except maturity date) September 30, 2025

Revolving Line of Credit

Line of credit - maximum $ 250.0

Incremental credit facility - maximum 150.0

Letters of credit - maximum 30.0

Borrowings outstanding —

Amount of letters of credit outstanding 5.2

Line of credit, additional borrowing capacity 244.8

Unamortized debt issuance costs

"Prepaid expenses and other assets"

"Other long-term assets"

Current maturities $ 17.5

Long-term maturities 328.1

Maturity date July 1, 2030

Unamortized debt issuance costs

"Current maturities of long-term debt"

"Long-term debt"

For the three months ended September 30, 2025, the Company recorded an income tax benefit of $ 0.9 million, reflecting a 17.6 % effective tax rate, compared to $ 2.3 million for the three months ended September 30, 2024, reflecting a 27.1 % effective tax rate.

The income tax benefit for the three months ended September 30, 2025 was lower compared to the same period in 2024 primarily due to lower pretax book loss and changes in the relative weighting of jurisdictional income and loss.

For the nine months ended September 30, 2025, the Company recorded income tax expense of $ 10.3 million, reflecting a 27.7 % effective tax rate, compared to a benefit of $ 0.6 million for the nine months ended September 30, 2024, reflecting a 3.4 % effective tax rate.

The income tax expense for the nine months ended September 30, 2025 as compared to a benefit in the same period in 2024 was primarily due to higher pretax book income and changes in the relative weighting of jurisdictional income and loss, partially offset by a net nondeductible goodwill impairment incurred in 2024.

The Company's recorded liability for uncertain tax positions was $ 17.5 million and $ 16.8 million as of September 30, 2025 and December 31, 2024, respectively.

The increase is the result of $ 0.7 million of incremental reserves associated with a research and development credit generated during 2025.

The Company does not anticipate a significant change in unrecognized tax benefits due to the expiration of relevant statutes of limitations and federal, state and foreign tax audit resolutions over the next twelve months.

Management believes it is reasonably possible that unrecognized tax liabilities will decrease by approximately $ 5.0 million within the next 12 months.

The anticipated decrease primarily reflects the resolution of a previously uncertain tax position, following a change in tax accounting method filed with the internal revenue service, and the expected expiration of statute of limitations in certain jurisdictions.

The company does not expect these reductions to materially affect the tax rate.

The Company regularly assesses the likelihood of an adverse outcome resulting from examinations to determine the adequacy of its tax reserves.

1 unchanged sentence

Internal Revenue Service for the federal income tax return from the 2018 tax year as well as various other state income tax and jurisdictional audits.

As of June 30, 2025, the Company believes that it is more likely than not that the tax positions it has taken will be sustained upon the resolution of its audits, resulting in no material impact on its consolidated financial position, results of operations and cash flows.

However, the final determination with respect to any tax audits, and any related litigation, could be materially different from the Company's estimates and/or from its historical income tax provisions and accruals and could have a material effect on operating results and/or cash flows in the periods for which that determination is made.

As of September 30, 2025, the Company believes that it is more likely than not that the tax positions it has taken will be sustained upon the resolution of its audits, resulting in no material impact on its consolidated financial position, results of operations and cash flows.

or cash flows in the periods for which that determination is made.

In addition, future period earnings may be adversely impacted by litigation costs, settlements, penalties and/or interest assessments.

1 unchanged sentence

The OBBBA extends or makes permanent many expiring provisions of the 2017 Tax Cuts and Jobs Act and restores favorable tax treatment for certain business provisions.

The Company is currently assessing the impact of the new tax legislation on its consolidated financial statements.

The effects of changes in tax laws are required to be recognized in the period in which the legislation is enacted.

As such, the OBBBA had no impact on the financial statements as of June 30, 2025.

As such, the OBBBA had no impact on the financial statements as of September 30, 2025.

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 $ 1.3 million and $ 1.4 million as of June 30, 2025 and December 31, 2024, respectively.

These arrangements expire at various dates through March 2030.

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 $ 1.0 million and $ 1.4 million as of September 30, 2025 and December 31, 2024, respectively.

These arrangements expire at various dates through April 2030.

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

The Company has recorded a liability of $ 0.2 million and $ 0.3 million related to these guarantees as of June 30, 2025 and December 31, 2024, respectively, which were included in "Other current liabilities" in the Consolidated Balance Sheets.

The Company has recorded a liability of $ 0.2 million and $ 0.3 million related to these guarantees as of September 30, 2025 and December 31, 2024, respectively, which were included in "Other current liabilities" in the Consolidated Balance Sheets.

The Company reviews off-balance sheet guarantees individually.

Prior history is considered with respect to the Company having to perform on any off-balance sheet guarantees, as well as future projections of individual customer creditworthiness with respect to assessing credit losses related to off-balance sheet guarantees.

In addition, the Company is contingently liable for letters of credit issued under its $ 250.0 million revolving credit facility (the "2022 Credit Facility"), which outstanding letters of credit totaled $ 5.2 million as of June 30, 2025.

The outstanding letters of credit expire at various dates through April 2026.

Unused letters of credit under the 2022 Credit Facility were $ 24.8 million as of June 30, 2025.

The Company is additionally contingently liable for a total of $ 5.3 million in performance letters of credit and retention guarantees primarily held by its foreign subsidiaries, which are secured by separate credit facilities with various financial institutions as of June 30, 2025.

Unused letters of credit under these separate credit facilities were $ 9.7 million as of June 30, 2025.

In addition, the Company is contingently liable for letters of credit issued under its $ 250.0 million revolving credit facility (the "2025 Credit Facility"), which outstanding letters of credit totaled $ 5.2 million as of September 30, 2025.

The outstanding letters of credit expire at various dates through September 2026.

Unused letters of credit under the 2025 Credit Facility were $ 24.8 million as of September 30, 2025.

The Company is additionally contingently liable for a total of $ 3.4 million in performance letters of credit and retention guarantees primarily held by its foreign subsidiaries, which are secured by separate credit facilities with various financial institutions as of September 30, 2025.

Unused letters of credit under these separate credit facilities were $ 10.4 million as of September 30, 2025.

The Company has a commitment to purchase a property located in Chattanooga, Tennessee in the first quarter of 2026 for $ 2.8 million .

11 unchanged sentences

Telsmith, Inc., et al.

for $ 6.3 million, which the Company paid that same month.

(the "37 BP Litigation") for $ 6.3 million, which the Company paid that same month.

Upon settlement, the full loss contingency of $ 8.2 million, inclusive of post-judgment interest, which was recorded as of June 30, 2024 was released.

3 unchanged sentences

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.

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.

Revenue Recognition

The following tables disaggregate the Company's revenue by major source for the three and six-month periods ended June 30, 2025 and 2024 (excluding intercompany sales):

Three Months Ended June 30, 2025 Three Months Ended June 30, 2024

The following tables disaggregate the Company's revenue by major source for the three and nine-month periods ended September 30, 2025 and 2024 (excluding intercompany sales):

Three Months Ended September 30, 2025 Three Months Ended September 30, 2024

(in millions) Infrastructure Solutions Materials Solutions Total Infrastructure Solutions Materials Solutions Total

15 unchanged sentences

Total net sales $ 193.2 $ 156.9 $ 350.1 $ 165.0 $ 126.4 $ 291.4

Six Months Ended June 30, 2025 Six Months Ended June 30, 2024

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

(in millions) Infrastructure Solutions Materials Solutions Total Infrastructure Solutions Materials Solutions Total

15 unchanged sentences

Total net sales $ 633.8 $ 376.0 $ 1,009.8 $ 588.6 $ 357.5 $ 946.1

As of June 30, 2025, the Company had contract assets of $ 3.9 million and contract liabilities, excluding customer deposits, of $ 6.1 million, including $ 1.1 million of deferred revenue related to extended warranties.

As of September 30, 2025, the Company had contract assets of $ 2.6 million and contract liabilities, excluding customer deposits, of $ 7.2 million, including $ 1.3 million of deferred revenue related to extended warranties.

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

13 unchanged sentences

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 sites in Australia, Chile and Thailand 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.

Materials Solutions - Sites within the Materials Solutions segment design and manufacture heavy equipment used in aggregate and minerals processing operations in addition to servicing, rebuilding and supplying parts.

These operations support civil construction, energy, mining, hydro, recycling, ports, forestry and bulk handling markets.

The sites within the Materials Solutions segment are primarily manufacturing operations, with sites in Australia, Canada, Chile, Sweden and Thailand 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 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, recycling and crushing contractors, open mine operators, quarry operators, port and inland terminal authorities, power stations and foreign and domestic governmental agencies.

The acquired TerraSource business is included in the Material Solutions segment.

Asset information for the Company's reportable segments is set forth below:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(in millions) Infrastructure Solutions Materials Solutions Total Infrastructure Solutions Materials Solutions Total

1 unchanged sentence

Revenue, significant expense and capital expenditure information for the Company's reportable segments is set forth below:

Three Months Ended June 30, 2025 Three Months Ended June 30, 2024

Three Months Ended September 30, 2025 Three Months Ended September 30, 2024

(in millions) Infrastructure Solutions Materials Solutions Total Infrastructure Solutions Materials Solutions Total

22 unchanged sentences

(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.

Six Months Ended June 30, 2025 Six Months Ended June 30, 2024

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

(in millions) Infrastructure Solutions Materials Solutions Total Infrastructure Solutions Materials Solutions Total

22 unchanged sentences

The reconciliation of Reportable Segment Operating Adjusted EBITDA to total "Income (loss) before income taxes" is set forth below:

Three Months Ended June 30, Six Months Ended June 30,

The reconciliation of Reportable Segment Operating Adjusted EBITDA to total "(Loss) income before income taxes" is set forth below:

Three Months Ended September 30, Nine Months Ended September 30,

(in millions) 2025 2024 2025 2024

9 unchanged sentences

Net income (loss) attributable to noncontrolling interest — — 0.1 ( 0.1 )

Income (loss) before income taxes $ 22.6 $ ( 13.7 ) $ 42.3 $ ( 9.0 )

(Loss) income before income taxes $ ( 5.1 ) $ ( 8.5 ) $ 37.2 $ ( 17.5 )

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

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in millions) 2025 2024 2025 2024

16 unchanged sentences

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

Net capitalized implementation costs associated with the ERP implementation totaled $ 30.0 million, of which $ 3.7 million and $ 26.3 million were included in "Prepaid expenses and other assets" and "Other long-term assets," respectively, in the Consolidated Balance Sheets as of June 30, 2025.

Net capitalized implementation costs associated with the ERP implementation totaled $ 29.1 million, of which $ 3.7 million and $ 25.4 million were included in "Prepaid expenses and other assets" and "Other long-term assets," respectively, in the Consolidated Balance Sheets as of September 30, 2025.

Net capitalized implementation costs 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.

Accumulated amortization associated with these capitalized implementation costs totaled $ 7.4 million and $ 5.5 million as of June 30, 2025 and December 31, 2024, respectively.

Accumulated amortization associated with these capitalized implementation costs totaled $ 8.3 million and $ 5.5 million as of September 30, 2025 and December 31, 2024, respectively.

Costs associated with these strategic transformation programs are presented below:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in millions) 2025 2024 2025 2024

10 unchanged sentences

Certain of the costs associated with these decisions are separately identified as restructuring.

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

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

Restructuring charges and the gain on sale of property and equipment, net are presented below:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in millions) 2025 2024 2025 2024

6 unchanged sentences

Total gain on sale of property and equipment, net — — ( 0.1 ) ( 1.1 )

Restructuring and other asset gains, net $ ( 0.1 ) $ 0.7 $ ( 0.1 ) $ ( 0.1 )

Restructuring and other asset (gains) losses, net $ ( 0.2 ) $ 8.4 $ ( 0.3 ) $ 8.3

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

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in millions) 2025 2024 2025 2024

4 unchanged sentences

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

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in millions) 2025 2024 2025 2024

2 unchanged sentences

Total gain on sale of property and equipment, net $ — $ — $ ( 0.1 ) $ ( 1.1 )

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

and Americas Coil Tubing LLP v.

for $ 8.4 million, which was paid in the fourth quarter of 2024.

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, the Company

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 and other asset gains, net" in the Consolidated Statements of Operations.

Earnings (Loss) Per Common Share

Basic earnings (loss) per common share is determined by dividing "Net income (loss) attributable to controlling interest" by the weighted average number of common shares outstanding during the reporting period.

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

In connection with this review, the Company effected workforce reductions during the second quarter of 2024, whereby charges of $ 0.9 million were incurred and recorded in "Restructuring and other asset (gains) losses, net" in the Consolidated Statements of Operations.

(Loss) Earnings Per Common Share

Basic (loss) earnings per common share is determined by dividing "Net (loss) income attributable to controlling interest" by the weighted average number of common shares outstanding during the reporting period.

Diluted (loss) earnings per common share includes the dilutive effect of common stock equivalents, consisting of restricted stock units, performance stock units 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.

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

The following table sets forth a reconciliation of the number of shares used in the computation of basic and diluted earnings (loss) per common share:

Three Months Ended June 30, Six Months Ended June 30,

The following table sets forth a reconciliation of the number of shares used in the computation of basic and diluted (loss) earnings per common share:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

3 unchanged sentences

Antidilutive securities excluded from the calculation of diluted earnings per share 261,116 63,173 6,095 78,473

Subsequent Events

The Company has evaluated all events subsequent to the balance sheet date as of June 30, 2025 through the date of issuance of these consolidated financial statements and has determined that, except as set forth below, there are no subsequent events that require disclosure.

On July 1, 2025, the Company completed the previously announced acquisition of TerraSource Holdings, LLC ("TerraSource"), a market-leading manufacturer of material processing equipment and related aftermarket parts serving complementary crushing, screening and separation applications (such acquisition, the "Acquisition").

Pursuant to the Acquisition, the Company acquired 100 % of the equity interests of TerraSource.

The total cash consideration paid for by the Company to the sellers of TerraSource was $ 245.0 million on a cash-free, debt-free basis, subject to a customary purchase price adjustment.

The Acquisition is expected to provide the Company with access to adjacent markets in materials processing equipment and related aftermarket parts and significant growth and value creation opportunities.

Simultaneously, with the closing of the Acquisition, on July 1, 2025 (the "Financing Effective Date"), the Company entered into a credit agreement with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto from time to time (the "2025 Credit Agreement") that provides for (i) a revolving credit facility, a term loan facility, a swingline facility and a letter of credit facility, in an initial aggregate amount of up to $ 600.0 million and (ii) an incremental facilities limit in an aggregate amount not to exceed $ 150.0 million (collectively, the "2025 Credit Facilities").

Loans advanced under the revolving credit facility and the term loan facility must be repaid on (i) July 1, 2030 or (ii) earlier as specified in the 2025 Credit Agreement.

The Company expects to use the proceeds of the revolving credit facility, letter of credit facility and swingline facility (i) to finance capital expenditures, (ii) for working capital and other general corporate purposes of the Company and its subsidiaries, and (iii) in the case of letters of credit, for the backstop or replacement of letters of credit existing prior to the Financing Effective Date and to support general corporate purposes.

On the Financing Effective Date, the Company used the proceeds from the term loan facility, together with cash on hand, to (i) finance the Acquisition, (ii) repay existing indebtedness of the Company and its subsidiaries, including repayment of all amounts outstanding under the 2022 Credit Facility, and (iii) the payment of transaction expenses incurred in connection with the Acquisition and the 2025 Credit Facilities.

At the Company’s election, revolving credit loans and term loans advanced under the 2025 Credit Agreement shall bear interest at a rate per annum equal to (i) a forward-looking term rate based on the secured overnight financing rate for the applicable interest period ("Term SOFR"), as selected by the Company, plus an applicable margin ranging between 1.75 % and 2.75 % per annum, or (ii) the highest of the Wells Fargo Bank, National Association prime rate, the Federal Funds rate plus 0.50 %, and Term SOFR for a one month tenor in effect on such day plus 1.00 % (“Base Rate”), plus an applicable margin ranging between 0.75 %

and 1.75 % per annum.

Swingline loans shall bear interest at the Base Rate, plus an applicable margin ranging between 0.75 % and 1.75 % per annum.

The Company will also pay a commitment fee ranging from 0.15 % to 0.35 % per annum to the lenders under the revolving credit facility on the average amount by which the aggregate commitments of the lenders exceed utilization of the revolving credit facility.

The applicable margins and the commitment fee are determined based on the Company's Consolidated Total Net Leverage Ratio (as defined in the 2025 Credit Agreement) at the relevant time.

The obligations of the Company in respect of the 2025 Credit Facilities are secured and are guaranteed by the U.S.

domestic subsidiaries of the Company, subject to customary exceptions.

These limitations are subject to customary exceptions.

The 2025 Credit Agreement also contains customary representations and warranties.

Upon the occurrence of an event of default, the outstanding obligations under the 2025 Credit Agreement may be accelerated and become due and payable immediately.

In addition, if certain change of control events occur with respect to the Company, the Company will be required to repay the loans outstanding under the 2025 Credit Facilities.

The Company expects the Acquisition and related financing to have a material impact on its future financial position and results of operations.

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-Q

Item 1. Financial Statements