ASTEC INDUSTRIES INC
10-Q/A, 1996-03-14
CONSTRUCTION MACHINERY & EQUIP
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 SECURITIES & EXCHANGE COMMISSION   
Washington, D. C.  20549   
   
FORM 10-Q/A  
   
(As Amended)  
   
   
(Mark One)   
   
[  X  ]  Quarterly report pursuant to section 13 or 15(d) of the Securities    
Exchange Act of 1934.  For the quarterly period ended September 30,    
1995.   
   
[       ]  Transition report pursuant to section 13 or 15(d) of the  Securities 
Exchange Act of 1934.  For the Transition period from  _______________   
to _______________.   
   
Commission File Number                    0-14714   
   
Astec Industries, Inc.   
(Exact Name of Registrant as Specified in its Charter)   
   
        Tennessee     						                   62-0873631   
(State or other jurisdiction of                IRS. Employer 
incorporation or organization)                 identification No.)   
  
4101 Jerome Avenue, Chattanooga, Tennessee     37407   
(Address of Principal Executive Offices) 		    (Zip Code)   
   
(423) 867-4210   
(Registrant's Telephone Number, Including Area Code)   
	   
	Indicate by check mark whether the registrant (1) has filed all    
reports required to be filed by Section 13 or 15 (d) of the Securities    
Exchange Act of 1934 during the preceding 12 months (or for such    
shorter period that the registrant was required to file such reports), and  (2) 
has been subject to such filing requirements for the past 90 days.   
   
YES___X______                                          NO_________   
   
APPLICABLE ONLY TO CORPORATE ISSUERS   
   
	The number of shares outstanding of registrant's Common  Stock,   
par value $0.20 per share, as of September 30, 1995 was  10,092,199.   
<PAGE>   
ASTEC INDUSTRIES, INC.             INDEX                       Page Number   
								   
PART I - Financial Information   
   
	Item 1.  Financial Statements-Unaudited   
   
		Consolidated Balance Sheets as of September 30, 1995, December 31, 1994   
		and September 30, 1994				  
   
		Consolidated Statements of Income for the Three Months and Nine Months   
		Ended September 30, 1995 and 1994		   
   
		Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 
  1995 and 1994					   
   
		Notes to Unaudited Consolidated Financial  Statements				 
	   
   
	 Item 2.  Management's Discussion and Analysis of Financial Condition and  
           Results of Operations					   
   
PART II - Other Information   
   
	Item 1.  Legal Proceedings				  
   
	Item 6.  Exhibits					 	  
   
Signature Page							   
<PAGE> 
PART I 
ITEM I 
                     FINANCIAL STATEMENTS 
 
 
ASTEC INDUSTRIES, INC. AND      
SUBSIDIARIES 
 
 
 
 
CONSOLIDATED BALANCE  
SHEETS 
 
 
 
 
(As Amended) 
 
 
 
 
(IN THOUSANDS) 
 
 
 
 
UNAUDITED 
 
 
 
 
 
 
 
 
 
ACCOUNT DESCRIPTION 
SEPTEMBER 30 
DECEMBER 31 
SEPTEMBER 30 
 
 
 1995 
1994 
 1994 
 
 
 
 
 
 
ASSETS 
 
 
 
 
CURRENT ASSETS 
 
 
 
 
CASH AND CASH EQUIVALENTS 
$2,008 
$10,471 
$1,677 
 
 
 
 
 
 
RECEIVABLES - NET 
41,906 
30,068 
27,270 
 
 
 
 
 
 
INVENTORIES 
56,410 
56,310 
46,155 
 
 
 
 
 
 
PREPAID EXPENSES AND OTHER  
4,595 
5,288 
5,833 
 
 
 
 
 
 
PATENT DAMAGE ESCROW FUNDS 
0 
0 
12,795 
 
 
 
 
 
 
TOTAL CURRENT ASSETS 
104,919 
102,137 
93,730 
 
 
 
 
 
 
PROPERTY AND EQUIPMENT - NET 
48,922 
42,349 
37,751 
 
 
 
 
 
 
OTHER ASSETS 
11,016 
11,478 
3,385 
 
 
 
 
 
 
TOTAL ASSETS 
$164,857 
$155,964 
$134,866 
 
 
 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY 
 
 
 
 
CURRENT LIABILITIES 
 
 
 
 
 
 
 
 
 
NOTES PAYABLE 
$1,917 
$8,073 
 
 
 
 
 
 
 
CURRENT MATURITIES OF LONG-TERM DEBT 
500 
500 
$500 
 
 
 
 
 
 
ACCOUNTS PAYABLE - TRADE 
16,271 
14,262 
13,183 
 
 
 
 
 
 
RESERVE FOR PATENT DAMAGES 
0 
0 
13,736 
 
 
 
 
 
 
OTHER ACCRUED LIABILITIES 
17,471 
26,302 
12,601 
 
 
 
 
 
 
TOTAL CURRENT LIABILITIES 
36,159 
49,137 
40,020 
 
 
 
 
 
 
 
 
 
 
 
LONG-TERM DEBT, LESS CURRENT MATURITIES 
26,780 
16,155 
18,700 
 
 
 
 
 
 
OTHER LONG-TERM LIABILITIES 
654 
299 
793 
 
 
 
 
 
 
TOTAL SHAREHOLDERS' EQUITY 
101,264 
90,373 
75,353 
 
 
 
 
 
 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 
$164,857 
$155,964 
$134,866 
 
 
<PAGE> 
ASTEC INDUSTRIES, INC. AND SUBSIDIARIES 
 
 
 
 
 
CONSOLIDATED STATEMENTS OF INCOME 
 
 
 
 
 
(As Amended) 
 
 
 
 
 
(IN THOUSANDS, EXCEPT PER SHARE INFORMATION) 
 
 
 
 
 
 UNAUDITED 
 
 
 
 
 
 
 
 
 
 
 
 
     THREE MONTHS  
ENDED 
THREE MONTHS  
ENDED 
       NINE MONTHS  
ENDED 
       NINE MONTHS  
ENDED 
 
 
                           
SEPTEMBER 30 
                           
SEPTEMBER 30 
                           
SEPTEMBER 30 
                           
SEPTEMBER 30 
 
 
1995 
1994 
1995 
1994 
 
 
 
 
 
 
 
NET SALES 
$65,015 
$49,021 
$192,927 
$157,941 
 
 
 
 
 
 
 
COST OF SALES 
51,717 
37,805 
151,981 
121,683 
 
 
 
 
 
 
 
GROSS PROFIT 
13,298 
11,216 
40,946 
36,258 
 
 
 
 
 
 
 
S,G, & A EXPENSES 
9,255 
7,998 
29,651 
23,832 
 
 
 
 
 
 
 
PATENT SUIT DAMAGES & EXPENSES 
0 
43 
 
205 
 
 
 
 
 
 
 
INCOME FROM OPERATIONS 
4,043 
3,175 
11,295 
12,221 
 
 
 
 
 
 
 
INTEREST EXPENSE 
546 
119 
1,618 
331 
 
 
 
 
 
 
 
OTHER INCOME, NET OF EXPENSE 
367 
321 
5,533 
(2) 
 
 
 
 
 
 
 
INCOME BEFORE INCOME TAXES 
3,864 
3,377 
15,210 
11,888 
 
 
 
 
 
 
 
INCOME TAXES 
1,096 
246 
5,196 
669 
 
 
 
 
 
 
 
NET INCOME 
$2,768 
$3,131 
$10,014 
$11,219 
 
 
 
 
 
 
 
 
 
 
 
 
 
EARNINGS PER COMMON AND  
COMMON 
 
 
 
 
 
        EQUIVALENT SHARE  
$0.27 
$0.32 
$0.99 
$1.14 
 
 
 
 
 
 
 
 
 
 
 
 
 
WEIGHTED AVERAGE NUMBER OF  
COMMON AND 
 
 
 
 
 
        COMMON EQUIVALENT SHARES  
OUTSTANDING  
10,092,199 
9,805,185 
10,065,100 
9,801,032 
 
<PAGE> 
ASTEC INDUSTRIES, INC. AND SUBSIDIARIES 
 
 
 
CONSOLIDATED STATEMENTS OF CASH FLOWS 
 
 
 
(IN THOUSANDS) 
 
 
 
 UNAUDITED 
 
 
 
 
             NINE MONTHS ENDED 
 
 
 
SEPTEMBER 30 
SEPTEMBER 30 
 
 
 1995 
 1994 
 
 
 
 
 
CASH FLOWS FROM OPERATING ACTIVITIES: 
 
 
 
NET INCOME   
$7,794 
$11,219 
 
ADJUSTMENTS TO RECONCILE NET INCOME TO 
 
 
 
    NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES: 
 
 
 
DEPRECIATION AND AMORTIZATION 
3,796 
2,898 
 
PROVISION FOR DOUBTFUL ACCOUNTS 
265 
141 
 
PROVISION FOR INVENTORY RESERVE 
1,806 
1,422 
 
PROVISION FOR WARRANTY RESERVE 
2,670 
2,313 
 
FOREIGN CURRENCY TRANSLATION ADJUSTMENT 
(265) 
 
 
(GAIN) LOSS ON SALE OF FIXED ASSETS 
146 
(144) 
 
GAIN ON SALE BUSINESS 
(468) 
 
 
 
 
 
 
(INCREASE) DECREASE IN: 
 
 
 
RECEIVABLES 
(13,869) 
(9,149) 
 
INVENTORIES 
(4,815) 
(7,572) 
 
PREPAID EXPENSES AND OTHER  
497 
(4,211) 
 
PATENT DAMAGE ESCROW FUNDS 
 
(486) 
 
OTHER RECEIVABLES 
269 
828 
 
OTHER ASSETS 
376 
(710) 
 
 
 
 
 
INCREASE (DECREASE) IN: 
 
 
 
ACCOUNTS PAYABLE 
4,647 
3,014 
 
ACCRUED PRODUCT WARRANTY 
(2,940) 
(1,590) 
 
OTHER ACCRUED LIABILITIES 
(7,559) 
(2,521) 
 
TAXES PAYABLE 
(104) 
(241) 
 
RESERVE FOR PATENT DAMAGES 
 
486 
 
 
 
 
 
TOTAL ADJUSTMENTS 
(15,548) 
(15,522) 
 
 
 
 
 
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES 
(7,754) 
(4,303) 
 
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES: 
 
 
 
PROCEEDS FROM SALE OF PROPERTY 
 
 
 
    AND EQUIPMENT - NET 
86 
278 
 
EXPENDITURES FOR PROPERTY AND EQUIPMENT 
(10,525) 
(16,977) 
 
NET CASH OUTFLOW WITH SALE OF BUSINESS 
(919) 
 
 
CASH PAYMENTS IN CONNECTION WITH BUSINESS 
 
 
 
  COMBINATION, NET OF CASH ACQUIRED 
(835) 
 
 
 
 
 
 
NET CASH USED BY INVESTING ACTIVITIES 
(12,193) 
(16,699) 
 
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES: 
 
 
 
NET BORROWINGS UNDER REVOLVING 
 
 
 
    CREDIT LOAN 
10,489 
5,200 
 
BORROWINGS (REPAYMENTS) UNDER LOAN 
 
0 
 
      AND NOTE AGREEMENTS 
985 
13,990 
 
PROCEEDS FROM ISSUANCE OF COMMON STOCK 
10 
31 
 
 
 
 
 
NET CASH PROVIDED BY FINANCING ACTIVITIES 
11,484 
19,221 
 
 
 
 
 
NET INCREASE (DECREASE) IN CASH 
(8,463) 
(1,781) 
 
CASH AT BEGINNING OF PERIOD 
10,471 
3,458 
 
 
 
 
 
CASH AT END OF PERIOD 
$2,008 
$1,677 
 
 
<PAGE>  
ASTEC INDUSTRIES, INC.   
   
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS   
   
1.	The information contained in the unaudited consolidated balance   
sheets, the  unaudited consolidated statements of income, and the unaudited   
consolidated statements of  cash flows reflect all adjustments consisting of   
normal recurring accruals which are, in the  opinion of management,   
necessary to present a fair statement of the results for the periods  covered.
   
2.	Receivables are net of allowance for doubtful accounts of   
$1,671,000, $1,684,000 and $1,054,000 for September 30, 1995, December   
31, 1994 and September  30, 1994, respectively.   
   
3.	Inventories are stated at the lower of first-in, first-out, cost or   
market and consist  of the following:   
                                  (in thousands)   
                             September 30,       December 31,    September 30,
                                1995                1994             1994  
  
Raw Materials                     $25,471            $26,705          $19,028  
Work-in-Process                     9,526             14,380            7,242  
Finished Goods                     21,413             15,225           19,885  
  Total                             $56,410            $56,310        $46,155  
  
   
4.	Property and equipment is stated at cost.  Property and equipment   
is net of  accumulated depreciation of  $23,264,000, $23,529,000 and   
$22,414,000 for September  30, 1995, December 31, 1994 and September   
30, 1994, respectively.   
   
5.	Earnings per share are computed in accordance with APB No. 15   
and are based on  the weighted average number of shares outstanding for   
each respective period.   
   
6.	Certain customers have financed purchases of Astec products   
through  arrangements in which Astec is contingently liable for customer   
debt aggregating  approximately $7,639,000 at September 30, 1995,   
$13,800,000 at December 31, 1994,  and $12,215,000 at September 30,   
1994.   
   
7.	There have been no material developments in legal proceedings   
previously  reported.  See "Management's Discussion and Analysis of   
Financial Condition and Results  of Operations" in Part I - Item 2   
"Contingencies" of this Report.   
   
8.	Approximately 80% of Astec's business volume normally occurs   
during the first  nine months of each year.   
   
9.	As disclosed in Note 2 to the Company's financial statements   
included in the 1994  Annual Report, the Company acquired the remaining   
shares of Wibau-Astec on November  7, 1994 and on October 17, 1994 the   
Company acquired the operating assets and liabilities  of Gibat Ohl.    
Effective June 30, 1995 the Company sold 100% of the stock of Wibau-  
Astec to Wirtgen Gesellschaft mit beschrankter Haftung, a German   
equipment  manufacturer.  The following unaudited pro forma summary   
presents the consolidated  results of operations for the three and nine   
months ended September 30, 1995 and 1994 as    
if the acquisition of Gibat Ohl and the disposition of Wibau-Astec had   
occurred at the  beginning of these years after giving effect to certain   
adjustments.  The pro forma results  have been prepared for comparative   
purposes only and do not purport to be indicative of  the results that would   
have occurred had the transaction occurred at the beginning of 1994  and   
1995 or of results which may occur in the future.   
 <TABLE> 
                                     (in thousands)   
 
                        Three months         Three months           Nine months            Nine months  
                           ended               ended                  ended                   ended  
                      September 30, 1994     September 30, 1995    September 30, 1994    September 30, 1994  
<CAPTION> 
<S>                        <C>                 <C>                  <C>                   <C> 
Net sales                  $49,987             $65,015              $168,618              $188,116  
Net income                   3,522               2,768                13,291                 8,483  
Net income per  
common and   
common equivalent  
share                         $.36                $.27                 $1.35                   $.84  
  
</TABLE>  
  
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF	FINANCIAL CONDITION AND  
         RESULTS OF OPERATION   
   
Results of Operations   
   
	For the three-month period ended September 30, 1995, net sales   
increased to  $65,015,000 from $49,021,000 for the same period of 1994,   
representing a 32.6%  increase.  At September 30, 1994 the Company   
owned only 50% of Wibau-Astec and its  operations were accounted for on   
the equity basis of accounting and were not included in  consolidated sales,   
gross profit or selling, general & administrative expenses.  Excluding  the   
sales of CEI Enterprises, Inc. ("CEI"),which was acquired in the first   
quarter of 1995,  and Wibau-Astec and Gibat Ohl, which were acquired in   
the fourth quarter of 1994, sales  increased to $55,014,000 or 12.2% for the   
third quarter ended September 30, 1995.   International sales by domestic   
subsidiaries, increased from $14,846,000 for the quarter  ended September   
30, 1994, to $15,203,000 for the quarter ended September 30, 1995,    
representing a 2.4% increase.  International sales represent 6.6% and 7.2%   
of total sales  for the three months ended September 30, 1995 and 1994,   
respectively.  For  the nine-month period ended September 30, 1995, net   
sales were $192,927,000 compared to net  sales of $157,941,000 for the   
same period of 1994, representing a 22.2% increase.  CEI,    
Wibau-Astec and Gibat Ohl accounted for $9,396,000 or 26.9% of the   
$34,986,000 increase in sales for the nine months ended September 30, 1995.   
For the nine months  ended September 30, 1995 international sales increased to  
$43,086,000 from $35,537,000  for the nine months ended September 30,   
1994, representing a 21.2% increase.   International sales from domestic   
subsidiaries represent 22.3% and 22.5% of total net  sales, for the nine   
months ended September 30, 1995 and 1994, respectively.   
   
	Gross profit for the quarter ended September 30, 1995 increased to   
$13,298,000,  from $11,216,000 for the quarter ended September 30, 1994.    
The gross profit percentage  for the three months ended September 30, 1995   
and 1994 was 20.5% and 22.9%,  respectively. Gross profit for the nine   
months ended September 30, 1995 increased to  $40,946,000 from   
$36,258,000 at September 30, 1994, a 12.9% increase, but the gross  profit   
percentage declined from 23.0% to 21.2%. The quarter and year-to-date   
declines in  the gross profit percentage is primarily attributable to the   
softness in the trencher market, a  new product line recently introduced by   
Trencor which has yet to attain positive margins,  and low margins in the   
German operation.   
   
	Selling, general, and administrative expenses for the third quarter   
of 1995 were  $9,255,000 or 14.2% of net sales, compared to $7,998,000 or   
16.3% of net sales for the  same period of 1994.  Selling, general and   
administrative expenses for the third quarter of  1995 include the expenses   
of  Wibau-Astec, CEI and Gibat Ohl which total approximately  $973,000.   
The Company did not own Gibat Ohl or CEI during the third quarter of   
1994.   For the nine months ended September 30, 1995 and 1994, selling,   
general and  administrative expenses were $29,651,000 or 15.4% of net   
sales and $23,832,000 or  15.1% of net sales, respectively.  Wibau-Astec,   
CEI and Gibat Ohl account for  $4,861,000 of the increases in selling,   
general and administrative expenses for the nine  months ended September   
30, 1995.  Other increases in expenses for the nine months ended    
September 30, 1995 include legal, international travel, commissions and   
promotion  expenses related to equipment shows.    
   
	Interest expense increased to $546,000 for the quarter ended   
September 30, 1995  from $119,000 for the quarter ended September 30,   
1994.  Interest expense as a  percentage of net sales increased to 0.8% for   
the quarter ended September 30, 1995 from  0.2% for the same period of   
1994. The increase in interest expense for the third quarter of  1995 is   
attributable to usage of the Company's revolving line of credit.  Interest   
expense  for the nine months ended September 30, 1995 and 1994 was   
$1,618,000 and $331,000,    
respectively, with the majority of the increase relating to usage of the   
Company's revolving  line of credit.  Inventory built in anticipation of an   
even larger increase in sales and the  increase in trade receivables are   
principally responsible for the increase in the usage of the  revolving line of 
credit.   
   
	Other income, net of other expense, was $367,000, or 0.6% of net   
sales for the quarter ended September 30, 1995, compared to other income   
net of expense of $321,000, or 0.7% of net sales for the quarter ended   
September 30, 1994. Other income, net of expense for the quarter ended   
September 30, 1995 includes $150,000 from a settlement  related to the   
violation of a patent owned by the Company.  Other income, for the third   
quarter of 1994 included a loss of approximately $517,000 from the Wibau-  
Astec joint venture. Excluding the effect of the loss from the joint venture  
for the third quarter of    
1994, the other income, net of expense was $838,000 or 1.7% of net sales   
for the nine  months.  Other income, net of expense increased to $5,533,000   
at September 30, 1995  from a net other expense of $2,000 at September 30,   
1994. For the nine months ended  September 30, 1994, other income net of   
expense included a loss from the Wibau-Astec  joint venture of $1,740,000.    
Excluding the loss, other income was $1,738,000 for the nine  months   
ended September 30, 1994.  In addition to the cash settlement above, other   
income  for the nine months ended September 30, 1995 includes a pre-tax   
gain and related other  income from the sale of Wibau-Astec of   
approximately $4,220,000.   
	   
	Income tax expense for the third quarter of 1995 increased to   
$1,096,000 from  $246,000 for the third quarter of 1994.  Income tax   
expense for the nine months ended  September 30, 1995 and 1994 was   
$5,196,000 and $669,000, respectively.  Years prior to  1995 benefited from   
tax loss carryforwards, but most of 1995 and future earnings will be  fully   
taxed.   
	   
	Backlog at September 30, 1995 was $29,721,000 compared to   
$28,737,000 at  September 30, 1994.  The backlog at September 30, 1995   
includes amounts from the  newly acquired CEI and from Gibat Ohl.    
Excluding the backlog of these companies, the  backlog at September 30,   
1995 compared to that of  September 30, 1994 for the remaining    
companies, in total,  has decreased approximately $1,788,000.   
   
	Earnings per share were $.27 for the third quarter of 1995   
compared to $.32 for  the same period of 1994.  Earnings per share for the   
nine months ended September 30,  1995 were $.99 compared to $1.14 for   
the same period in 1994.    
  
Liquidity and Capital Resources   
   
	As of September 30, 1995, the Company had working capital of   
$68,759,000 compared to $53,710,000 at September 30, 1994.   
	   
	Total short-term borrowings, including current maturities of long-  
term debt, were $2,417,000 September 30, 1995.  Long-term debt less   
current maturities was $26,780,000  at September 30,1995. Debt   
outstanding at September 30, 1995 consists of industrial    
revenue bonds issued to finance capital expenditures, short term notes   
payable issued by  foreign subsidiaries for working capital and the   
outstanding balance on the revolving line  of credit.   
   
	Capital expenditures in 1995, for plant expansion and for further   
modernization of    
the Company's manufacturing processes, are expected to approach   
$15,000,000.  The  Company expects to finance these expenditures using   
internally generated funds.  Capital  expenditures at September 30, 1995   
were $13,740,000.   
   
	In July, 1994, an unsecured revolving line of credit was signed for   
$15,000,000  with The First National Bank of Chicago that expires   
September 30, 1997.  On May 22,  1995, the Company amended the   
agreement to increase the revolving line to $22,000,000.   The outstanding   
balance on the revolving line of credit at September 30, 1995 was    
$13,740,000. The Company was in violation of the capital expenditures   
covenant which  limits 1995 capital expenditures to $10,000,000.  A waiver   
for this violation has been  received from The First National Bank of   
Chicago.  The Company was in compliance with  all remaining financial   
covenants at September 30, 1995.   
   
	On July 24, 1995, the Company announced the sale of 100% of the   
stock of  Wibau-Astec, a German subsidiary, to Wirtgen Gesellschaft mit   
beschrankter Haftung, a  German equipment manufacturer for cash and   
other considerations including the  assumption of Wibau debt by Wirtgen.    
The Astec technology used by Wibau-Astec was  not included in the sale but   
was purchased by the Company's remaining German  subsidiary, Gibat Ohl.   
   
Contingencies   
   
	The Company is engaged in certain pending litigation involving   
claims or other  matters arising in the normal course of business.  Most of   
these claims involve product  liability or other  tort claims for property   
damage or personal injury against which the  Company is insured.  As a   
part of its litigation management program, the Company  maintains general   
liability insurance covering product liability and other similar tort claims    
providing the Company coverage of $8,000,000 subject to a substantial self-  
insured  retention under the terms of which the Company has the right to   
coordinate and control the  management of its claims and the defense of   
these actions.   
   
	The Company's Milwaukee based subsidiary, Telsmith, Inc., was a   
defendant in a    
patent infringement action brought by Nordberg, Inc., a manufacturer of a   
competing line  of rock crushing equipment, seeking monetary damages and   
an injunction to cease an  alleged infringement of a patent on certain   
components used in the production of its rock  crushing equipment.  In the   
patent suit on March 30, 1995, the United States district Court  for the   
Eastern District of Wisconsin issued a ruling in favor of the Company and   
entered  a declaratory judgment in favor of Telsmith, Inc. and against   
Plaintiff Nordberg, Inc.  declaring that claims 8 through 11 and 13 of   
Nordberg's United States patent No. 4,478, 373, entitled "Conical Crusher"   
are invalid.  The Court also entered judgment  in favor of Telsmith, Inc. and   
against Nordberg, Inc. dismissing Nordberg's claim of    
infringement against Telsmith.  The Company was pleased with the court's   
decision, but  has filed a Notice of Appeal asking the United States Court of   
Appeals for the Federal  Circuit to overturn the trial court's decision not to
award Telsmith its attorney's fees in the  case.  Nordberg did not cross-  
appeal to the Federal Circuit on the Telsmith judgment.  The  time for   
doing so has now expired.  The judgment has therefore become "final" as to   
those  issues not raised by Telsmith on appeal.  Briefing on the Telsmith   
appeal has been  complete, and the parties are awaiting word from the Court   
as to where oral argument will  be held.   
   
	On October 28, 1993, the Company was also named as a defendant   
in a patent  infringement action brought by Gencor, Inc., a manufacturer of   
a competing line of asphalt  plants, seeking monetary damages and an   
injunction to cease an alleged plant product line.   This case was filed in 
the U.S. District Court for the Middle District of Florida, and is still in 
the discovery phase.  On July 14, 1995, the court entered an order granting 
in part the  Company's motion for summary judgment on the issue of   
infringement of the subject  Gencor patent.  The court held as a matter of   
law that the Company is not guilty of literal  infringement of the subject   
patent.  The court did, however, rule that there is a triable issue  of fact  
as to whether the Company's double barrel drum mixer infringes the subject    
Gencor patent under the doctrine of equivalents, thus significantly limiting   
the grounds on    
which Gencor can pursue the infringement claim against the Company.   
Trial is presently  set to commence on January 22, 1996 in Orlando.    
Management believes this case to be  without merit and intends to   
vigorously defend this suit; however, due to the uncertainties  inherent in   
the litigation process, the Company is unable to predict the ultimate   
outcome of  this litigation.   
   
	Management has reviewed all claims and lawsuits and, upon the   
advice of its  litigation counsel, has made provision for any estimable losses; 
however, the Company is  unable to predict the ultimate outcome of the   
outstanding claims and lawsuits.   
   
PART II - OTHER INFORMATION   
   
Item 1.  Legal Proceedings   
   
	There have been no material developments in the legal proceedings   
previously  reported by the registrant since the filing of its Quarterly Report 
on Form 10Q for the  quarter ended June 30, 1995, described on Part I-Item   
2, "Contingencies" of this report.   See "Management's Discussion and   
Analysis of Financial Condition and Results of  Operations" in Part I - Item   
2 "Contingencies" of this Report.   
   
Item 6.  Exhibits and Reports on Form 8-K   
   
	(a)	The following Exhibits    are filed with this Report:   
   
	11	Statement Regarding Computation of Per Share Earnings.   
   
	(b)	Reports on Form 8-K.   
   
		A report on Form 8-K was filed during the third quarter of 1995 in connection 
  with the	disposition of Wibau-Astec to Wirtgen Gesellschaft mit  beschrankter
 Haftung, a German equipment manufacturer.  
   
<PAGE>   
SIGNATURES   
   
   
	Pursuant to the requirements of the Securities Exchange Act of   
1934, the registrant has duly caused this report to be signed on its behalf by  
the undersigned thereunto duly authorized.   
   
   
ASTEC INDUSTRIES, INC.   
(Registrant)   
   
              			   
            3/14/96 	                			        		  /s/ J. Don Brock   
            Date 	                    				              J. Don Brock   
                                         						        	Chairman of the  
Board   
                                                 							and President   
   
   
   
   
   
	           3/14/96                         						/s/ Albert E.  
Guth   
        	   Date		                   			              Albert E. Guth   
                                               							Senior Vice   
                                                      President   
                                               							Treasurer,  
Secretary   
                                                						and Principal   
                                                      Financial Officer   
<PAGE>   
EXHIBIT 11		   
   
Statement Regarding Computation of Per Share Earnings   
   
<PAGE> 
  
ASTEC INDUSTRIES, INC.   
   
EXHIBIT (11) - COMPUTATIONS OF EARNINGS PER SHARE   
   
9/30/95   
(in thousands)   
   
Shares for Earnings Per Share Computations:     
	Primary:   
		Weighted average outstanding during year		 	10,065   
		Common Stock equivalents for stock options	    124   
   
		TOTAL					 	                               	10,189   
   
   
	Fully Diluted:   
		Weighted average outstanding during year		 	 10,065   
		Common Stock equivalents for stock options	     125   
   
		TOTAL					 	                                	10,190   
   
   
Earnings Applicable to Common Stock:   
	Net Income						                         	   $10,014   
      
Earnings Per Share (Based on Weighted Average Number    
	of Common and Common Equivalent Shares Outstanding):   
		Net Income					                          	     $.99   
   
   
Additional Computations of EPS:   
	Fully Diluted:   
		Net Income					                        	       $.99   
   
   
 The Exhibits are numbered in accordance with Item 601 of Regulation S-K.  
 Dilutive effect of common stock equivalents on both primary and fully   
diluted Earnings Per Share is less than 3% and, in accordance with APB Opinion  
No. 15, Earnings Per Share on the face of the Statements of Income is based  
on only the weighted average number of common shares outstanding.  The above  
calculations have been provided for reporting purposes only.   
  
  

<TABLE> <S> <C>
  
<ARTICLE> 5  
<RESTATED>   
<MULTIPLIER> 1,000  
         
<S>                             <C>  
<PERIOD-TYPE>                   9-MOS  
<FISCAL-YEAR-END>                          DEC-31-1995  
<PERIOD-END>                               SEP-30-1995  
<CASH>                                           2,008  
<SECURITIES>                                         0  
<RECEIVABLES>                                   41,906  
<ALLOWANCES>                                     1,671  
<INVENTORY>                                     56,410  
<CURRENT-ASSETS>                               104,919  
<PP&E>                                          48,922  
<DEPRECIATION>                                   3,757  
<TOTAL-ASSETS>                                 164,857  
<CURRENT-LIABILITIES>                           36,159  
<BONDS>                                              0  
                                0  
                                          0  
<COMMON>                                         2,018  
<OTHER-SE>                                      99,246  
<TOTAL-LIABILITY-AND-EQUITY>                   164,857  
<SALES>                                        192,927  
<TOTAL-REVENUES>                               192,927  
<CGS>                                          151,981  
<TOTAL-COSTS>                                  151,981  
<OTHER-EXPENSES>                                29,651  
<LOSS-PROVISION>                                   265  
<INTEREST-EXPENSE>                               1,618  
<INCOME-PRETAX>                                 15,210  
<INCOME-TAX>                                     5,196  
<INCOME-CONTINUING>                             10,014  
<DISCONTINUED>                                       0  
<EXTRAORDINARY>                                      0  
<CHANGES>                                            0  
<NET-INCOME>                                    10,014  
<EPS-PRIMARY>                                      .99  
<EPS-DILUTED>                                      .99  
          

</TABLE>


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