aca-20240331

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


(Mark One)
☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024


			OR
☐			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 1-38494

Arcosa, Inc.

(Exact name of registrant as specified in its charter)


Delaware		82-5339416
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

500 N. Akard Street, Suite 400
Dallas,	Texas	75201
(Address of principal executive offices)		(Zip Code)

(972) 942-6500

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($0.01 par value)	ACA	New York Stock Exchange

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 þ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer ☐ Non-accelerated filer ☐

Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

At April 15, 2024, the number of shares of common stock outstanding was 48,582,544.

ARCOSA, INC.

FORM 10-Q

TABLE OF CONTENTS


Caption			Page

PART I
Item 1. Financial Statements			3
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			20
Item 3. Quantitative and Qualitative Disclosures a bout Market Risk			30
Item 4. Controls and Procedures			31

PART II
Item 1. Legal Proceedings			32
Item 1A. Risk Factors			32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			32
Item 3. Defaults Upon Senior Securities			32
Item 4. Mine Safety Disclosures			32
Item 5. Other Information			32
Item 6. Exhibits			33

SIGNATURES			34

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PART I

Item 1. Financial Statements

Arcosa, Inc. and Subsidiaries

Consolidated Statements of Operations

(unaudited)


	Three Months Ended March 31,
	2024		2023

	(in millions)
Revenues	$	598.6	$	549.2
Operating costs:
Cost of revenues	487.0		440.6
Selling, general, and administrative expenses	69.1		62.5
Gain on disposition of property, plant, equipment, and other assets	(3.9)		(22.6)
Gain on sale of storage tanks business	(7.0)		(6.4)

	545.2		474.1
Total operating profit	53.4		75.1

Interest expense	8.3		7.1
Other, net (income) expense	(2.2)		(1.9)
Income before income taxes	47.3		69.9

Provision for income taxes	8.1		14.2





Net income	$	39.2	$	55.7

Net income per common share:
Basic	$	0.81	$	1.15
Diluted	$	0.80	$	1.14
Weighted average number of shares outstanding:
Basic	48.5		48.3
Diluted	48.9		48.8
Dividends declared per common share	$	0.05	$	0.05

See accompanying Notes to Consolidated Financial Statements.

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Arcosa, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(unaudited)


	Three Months Ended March 31,
	2024		2023

	(in millions)
Net income	$	39.2	$	55.7
Other comprehensive income (loss):
Derivative financial instruments:
Unrealized gains (losses) arising during the period, net of tax expense (benefit) of $0.0 and $0.0	—		0.1
Reclassification adjustments for (gains) losses included in net income, net of tax expense (benefit) of $0.0 and $0.1	—		(0.4)
Currency translation adjustment:
Unrealized gains (losses) arising during the period, net of tax expense (benefit) of $0.0 and $0.0	(0.4)		0.1

	(0.4)		(0.2)
Comprehensive income	$	38.8	$	55.5

See accompanying Notes to Consolidated Financial Statements.

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Arcosa, Inc. and Subsidiaries

Consolidated Balance Sheets


	March 31, 2024		December 31, 2023
	(unaudited)
	(in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	176.5	$	104.8

Receivables, net of allowance	366.2		357.1

Inventories:
Raw materials and supplies	199.8		210.8
Work in process	43.6		42.7
Finished goods	160.6		148.3
	404.0		401.8

Other	47.0		48.3
Total current assets	993.7		912.0


Property, plant, and equipment, net	1,358.1		1,336.3
Goodwill	984.3		990.7
Intangibles, net	265.5		270.7
Deferred income taxes	6.8		6.8
Other assets	59.7		61.4
	$	3,668.1	$	3,577.9
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	275.6	$	272.5
Accrued liabilities	113.2		117.4
Advance billings	39.5		34.5


Current portion of long-term debt	6.6		6.8
Total current liabilities	434.9		431.2

Debt	600.6		561.9
Deferred income taxes	187.2		179.6
Other liabilities	71.6		73.2
	1,294.3		1,245.9


Stockholders’ equity:

Common stock – 200.0 shares authorized	0.5		0.5
Capital in excess of par value	1,689.6		1,682.8
Retained earnings	701.7		664.9
Accumulated other comprehensive loss	(16.6)		(16.2)
Treasury stock	(1.4)		—
	2,373.8		2,332.0
	$	3,668.1	$	3,577.9

See accompanying Notes to Consolidated Financial Statements.

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Arcosa, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(unaudited)


	Three Months Ended March 31,
	2024		2023

	(in millions)
Operating activities:
Net income	$	39.2	$	55.7
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation, depletion, and amortization	42.8		38.8

Stock-based compensation expense	6.7		5.5

Provision for deferred income taxes	7.1		7.4
Gains on disposition of property, plant, equipment, and other assets	(3.9)		(22.6)
Gain on sale of storage tanks business	(7.0)		(6.4)

(Increase) decrease in other assets	(2.2)		3.4
Increase (decrease) in other liabilities	(2.4)		(2.6)
Other	(4.4)		3.5
Changes in current assets and liabilities:
(Increase) decrease in receivables	(10.2)		(66.4)
(Increase) decrease in inventories	4.5		(10.9)
(Increase) decrease in other current assets	1.2		4.6
Increase (decrease) in accounts payable	3.7		10.5
Increase (decrease) in advance billings	5.0		8.0
Increase (decrease) in accrued liabilities	0.4		(1.2)



Net cash provided by operating activities	80.5		27.3

Investing activities:

Proceeds from disposition of property, plant, equipment, and other assets	4.2		23.9
Proceeds from sale of storage tanks business	6.7		2.0
Capital expenditures	(54.4)		(44.4)
Acquisitions, net of cash acquired	—		(15.6)




Net cash required by investing activities	(43.5)		(34.1)

Financing activities:


Payments to retire debt	(1.7)		(1.9)
Proceeds from issuance of debt	40.0		—

Dividends paid to common stockholders	(2.4)		(2.4)
Purchase of shares to satisfy employee tax on vested stock	(1.2)		(0.1)






Net cash provided (required) by financing activities	34.7		(4.4)
Net increase (decrease) in cash and cash equivalents	71.7		(11.2)
Cash and cash equivalents at beginning of period	104.8		160.4
Cash and cash equivalents at end of period	$	176.5	$	149.2

See accompanying Notes to Consolidated Financial Statements.

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Arcosa, Inc. and Subsidiaries

Consolidated Statements of Stockholders' Equity

(unaudited)


		Common Stock				Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Loss			Treasury Stock				Total Stockholders’ Equity
	Shares		$0.01 Par Value									Shares		Amount
	(in millions, except par value)
Balances at December 31, 2022		48.4		$	0.5	$	1,684.1	$	515.5	$	(15.7)		—		$	—	$	2,184.4
Net income		—		—		—		55.7		—			—		—		55.7
Other comprehensive income		—		—		—		—		(0.2)			—		—		(0.2)
Cash dividends on common stock		—		—		—		(2.4)		—			—		—		(2.4)
Restricted shares, net				—		6.2		—		—					(0.5)		5.7



Balances at March 31, 2023		48.4		$	0.5	$	1,690.3	$	568.8	$	(15.9)		—		$	(0.5)	$	2,243.2


Balances at December 31, 2023		48.6		$	0.5	$	1,682.8	$	664.9	$	(16.2)		—		$	—	$	2,332.0
Net income		—		—		—		39.2		—			—		—		39.2
Other comprehensive income		—		—		—		—		(0.4)			—		—		(0.4)
Cash dividends on common stock		—		—		—		(2.4)		—			—		—		(2.4)
Restricted shares, net		—		—		6.8		—		—			—		(1.4)		5.4



Balances at March 31, 2024		48.6		$	0.5	$	1,689.6	$	701.7	$	(16.6)		—		$	(1.4)	$	2,373.8

See accompanying Notes to Consolidated Financial Statements.

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Arcosa, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(unaudited)

Note 1. Overview and Summary of Significant Accounting Policies

Basis of Presentation

Arcosa, Inc. and its consolidated subsidiaries (“Arcosa,” the “Company,” “we,” or “our”), headquartered in Dallas, Texas, is a provider of infrastructure-related products and solutions with leading positions in construction, engineered structures, and transportation markets in North America. Arcosa is a Delaware corporation and was incorporated in 2018 as an independent, publicly-traded company, listed on the New York Stock Exchange.

The accompanying Consolidated Financial Statements are unaudited and have been prepared from the books and records of Arcosa, Inc. and its consolidated subsidiaries. All normal and recurring adjustments necessary for a fair presentation of the financial position of the Company and the results of operations, comprehensive income/loss, and cash flows have been made in conformity with accounting principles generally accepted in the U.S. (“GAAP”). All significant intercompany accounts and transactions have been eliminated. Because of seasonal and other factors, the financial condition and results of operations for the three months ended March 31, 2024 may not be indicative of Arcosa's expected business, financial condition, and results of operations for the year ending December 31, 2024.

These interim financial statements and notes are condensed as permitted by the instructions to Form 10-Q and should be read in conjunction with the audited Consolidated Financial Statements of the Company included in its Annual Report on Form 10-K for the year ended December 31, 2023.

Stockholders' Equity

In December 2022, the Company’s Board of Directors (the “Board") authorized a new $50.0 million share repurchase program effective January 1, 2023 through December 31, 2024 to replace a program of the same amount that expired on December 31, 2022. For the three months ended March 31, 2024, the Company did not repurchase any shares. As of March 31, 2024, the Company had a remaining authorization of $36.2 million under the program.

Revenue Recognition

Revenue is measured based on the allocation of the transaction price in a contract to satisfied performance obligations. The transaction price does not include any amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. The following is a description of principal activities from which the Company generates its revenue, separated by reportable segments. Payments for our products and services are generally due within normal commercial terms. For a further discussion regarding the Company’s reportable segments, see Note 4 Segment Information.

Construction Products

The Construction Products segment recognizes substantially all revenue when the customer has accepted the product and legal title of the product has passed to the customer.

Engineered Structures

Within the Engineered Structures segment, revenue is recognized for wind towers and certain utility structures over time as the products are manufactured using an input approach based on the costs incurred relative to the total estimated costs of production. We recognize revenue over time for these products as they are highly customized to the needs of an individual customer resulting in no alternative use to the Company if not purchased by the customer after the contract is executed. In addition, we have the right to bill the customer for our work performed to date plus at least a reasonable profit margin for work performed. As of March 31, 2024, we had a contract asset of $56.7 million related to these contracts, compared to $66.8 million as of December 31, 2023, which is included in receivables, net of allowance, within the Consolidated Balance Sheets. The decrease in the contract asset is attributed to timing of deliveries of finished structures to customers during the period. For all other products, revenue is recognized when the customer has accepted the product and legal title of the product has passed to the customer.

Transportation Products

The Transportation Products segment recognizes revenue when the customer has accepted the product and legal title of the product has passed to the customer.

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Unsatisfied Performance Obligations

The following table includes estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied or partially satisfied as of March 31, 2024 and the percentage of the outstanding performance obligations as of March 31, 2024 expected to be delivered during the remainder of 2024:


	Unsatisfied performance obligations as of March 31, 2024
	Total Amount		Percent expected to be delivered in 2024
	(in millions)
Engineered Structures:
Utility, wind, and related structures	$	1,366.7	40	%


Transportation Products:
Inland barges	$	294.4	73	%

Of the remaining unsatisfied performance obligations for utility, wind, and related structures, 29% are expected to be delivered during 2025 with the remainder expected to be delivered through 2028. All of the remaining unsatisfied performance obligations for inland barges are expected to be delivered during 2025.

Income Taxes

The liability method is used to account for income taxes. Deferred income taxes represent the 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. Valuation allowances reduce deferred tax assets to an amount that will more likely than not be realized.

The Company regularly evaluates the likelihood of realization of tax benefits derived from positions it has taken in various federal and state filings after consideration of all relevant facts, circumstances, and available information. For those tax positions that are deemed more likely than not to be sustained, the Company recognizes the benefit it believes is cumulatively greater than 50% likely to be realized. To the extent the Company were to prevail in matters for which accruals have been established or be required to pay amounts in excess of recorded reserves, the effective tax rate in a given financial statement period could be materially impacted.

Financial Instruments

The Company considers all highly liquid debt instruments to be cash and cash equivalents if purchased with a maturity of three months or less. Financial instruments that potentially subject the Company to a concentration of credit risk are primarily cash investments and receivables. The Company places its cash investments in bank deposits and highly-rated money market funds, and its investment policy limits the amount of credit exposure to any one commercial issuer. We seek to limit concentrations of credit risk with respect to receivables with control procedures that monitor the credit worthiness of customers, together with the large number of customers in the Company's customer base and their dispersion across different industries and geographic areas. As receivables are generally unsecured, the Company maintains an allowance for doubtful accounts based upon the expected credit losses. Receivable balances determined to be uncollectible are charged against the allowance. To accelerate the conversion to cash, the Company may sell a portion of its trade receivables to third parties. The Company has no recourse to these receivables once they are sold but may have continuing involvement related to servicing and collection activities. The impact of these transactions in the Company's Consolidated Statements of Operations for the three months ended March 31, 2024 was not significant. The carrying values of cash, receivables, and accounts payable are considered to be representative of their respective fair values.

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Derivative Instruments

The Company may, from time to time, use derivative instruments to mitigate the impact of changes in interest rates, commodity prices, or changes in foreign currency exchange rates. For derivative instruments designated as hedges, the Company formally documents the relationship between the derivative instrument and the hedged item, as well as the risk management objective and strategy for the use of the derivative instrument. This documentation includes linking the derivative to specific assets or liabilities on the balance sheet, commitments, or forecasted transactions. At the time a derivative instrument is entered into, and at least quarterly thereafter, the Company assesses whether the derivative instrument is effective in offsetting the changes in fair value or cash flows of the hedged item. Any change in the fair value of the hedged instrument is recorded in accumulated other comprehensive loss (“AOCL”) as a separate component of stockholders' equity and reclassified into earnings in the period during which the hedged transaction affects earnings. When derivative instruments are in place, the Company monitors its positions and the credit ratings of its counterparties to mitigate the risk of loss due to counterparties' non-performance.

Recent Accounting Pronouncements

Recently adopted accounting pronouncements

Effective January 1, 2024, the Company adopted Accounting Standards Update No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The Company will adopt additional disclosure requirements within its annual reporting for the year ending December 31, 2024 and its interim reporting for the quarter ending March 31, 2025.

Recently issued accounting pronouncements not adopted as of March 31, 2024

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which is intended to improve the transparency of income tax disclosures by requiring 1) consistent categories and greater disaggregation of information in the rate reconciliation and 2) income taxes paid disaggregated by jurisdiction. The standard also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 will become effective for public companies during annual reporting periods beginning after December 15, 2024, with early adoption permitted. Although ASU 2023-09 only modifies the Company's required income tax disclosures, the Company is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements.

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Note 2. Acquisitions and Divestitures

2024 Acquisitions

In April 2024, we completed the acquisition of Ameron Pole Products LLC ("Ameron"), a leading manufacturer of highly engineered, premium concrete and steel poles for a broad range of infrastructure applications, including lighting, traffic, electric distribution, and small-cell telecom, for a total purchase price of $180.0 million. With operations in Alabama, California, and Oklahoma, Ameron will be included in our Engineered Structures segment. The acquisition was funded with $160.0 million of borrowings under our revolving credit facility and cash on hand.

2023 Acquisitions

On December 20, 2023, we completed the acquisition of certain assets and liabilities of Lake Point Holdings, LLC and Lake Point Restoration LLC, (collectively "Lake Point") a Florida based natural aggregates business in our Construction Products segment, for a total purchase price of $65.0 million. The acquisition was funded with $60.0 million of borrowings under our revolving credit facility and cash on hand. The acquisition was recorded as a business combination based on a valuation of the assets acquired and liabilities assumed at their acquisition date fair value using unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities ("Level 3" inputs). The preliminary valuation resulted in the recognition of, among others, $13.2 million of property, plant, and equipment, $19.1 million of mineral reserves, $11.5 million of permits, and $15.4 million of goodwill in our Construction Products segment. We expect to complete our purchase price allocation as soon as reasonably possible, not to exceed one year from the acquisition date. Adjustments to the preliminary purchase price allocation could be material, particularly with respect to our preliminary estimates of mineral reserves, permits, and property, plant, and equipment.

In October 2023, we completed the acquisition of certain assets and liabilities of a Phoenix, Arizona based recycled aggregates business and the acquisition of certain assets and liabilities of a Florida based recycled aggregates business in our Construction Products segment. The purchase price of these acquisitions were not significant.

In September 2023, we completed the acquisition of certain assets and liabilities of a Houston, Texas based stabilized sand producer in our Construction Products segment. The purchase price of the acquisition was not significant.

In March 2023, we completed the stock acquisition of a Houston, Texas based shoring, trench, and excavation products business in our Construction Products segment. In February 2023, we completed the acquisition of certain assets and liabilities of a Phoenix, Arizona based recycled aggregates business in our Construction Products segment. The purchase prices of these acquisitions were not significant.

Divestitures

There were no divestitures completed during the three months ended March 31, 2024 and 2023.

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Note 3. Fair Value Accounting

Assets and liabilities measured at fair value on a recurring basis are summarized below:


	Fair Value Measurement as of March 31, 2024
	Level 1		Level 2		Level 3		Total

	(in millions)
Assets:
Cash equivalents(1)	$	80.0	$	—	$	—	$	80.0




Total assets	$	80.0	$	—	$	—	$	80.0

Liabilities:

Contingent consideration(2)	$	—	$	—	$	2.7	$	2.7
Total liabilities	$	—	$	—	$	2.7	$	2.7

	Fair Value Measurement as of December 31, 2023
	Level 1		Level 2		Level 3		Total

	(in millions)







Liabilities:

Contingent consideration(2)	$	—	$	—	$	2.7	$	2.7
Total liabilities	$	—	$	—	$	2.7	$	2.7

(1) Included in other assets on the Consolidated Balance Sheets.

(2) Current portion included in accrued liabilities and non-current portion included in other liabilities on the Consolidated Balance Sheets.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date. An entity is required to establish a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair values are listed below:

Level 1 – This level is defined as quoted prices in active markets for identical assets or liabilities. The Company’s cash equivalents are instruments of the U.S. Treasury or highly-rated money market mutual funds.

Level 2 – This level is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Interest rate hedges are valued at exit prices obtained from each counterparty. See Note 7 Debt.

Level 3 – This level is defined as unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Contingent consideration relates to estimated future payments owed to the sellers of businesses previously acquired. We estimate the fair value of the contingent consideration using a discounted cash flow model. The fair value is sensitive to changes in the forecast of sales and changes in discount rates and is reassessed quarterly based on assumptions used in our latest projections.

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Note 4. Segment Information

The Company reports operating results in three principal business segments:

Construction Products. The Construction Products segment primarily produces and sells natural and recycled aggregates, specialty materials, and construction site support equipment, including trench shields and shoring products.

Engineered Structures. The Engineered Structures segment primarily manufactures and sells steel structures for infrastructure businesses, including utility structures for electricity transmission and distribution, structural wind towers, traffic structures, and telecommunication structures. These products share similar manufacturing competencies and steel sourcing requirements and can be manufactured across our North American footprint. The segment also manufactures concrete utility structures.

Transportation Products. The Transportation Products segment primarily manufactures and sells inland barges, fiberglass barge covers, winches, marine hardware, and steel components for railcars and other transportation and industrial equipment.

The financial information for these segments is shown in the tables below. We operate principally in North America.


	Three Months Ended March 31,
	Revenues				Operating Profit (Loss)
	2024		2023		2024		2023

	(in millions)
Aggregates and specialty materials	$	221.7	$	211.0
Construction site support	29.5		25.1
Construction Products	251.2		236.1		$	28.8	$	49.5

Utility, wind, and related structures	231.6		207.7

Engineered Structures	231.6		207.7		26.3		29.9

Inland barges	79.7		68.1
Steel components	36.1		37.3
Transportation Products	115.8		105.4		14.6		10.1



Segment Totals	598.6		549.2		69.7		89.5
Corporate	—		—		(16.3)		(14.4)

Consolidated Total	$	598.6	$	549.2	$	53.4	$	75.1

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Note 5. Property, Plant, and Equipment

The following table summarizes the components of property, plant, and equipment as of March 31, 2024 and December 31, 2023.


	March 31, 2024		December 31, 2023

	(in millions)
Land	$	144.6	$	140.2
Mineral reserves	548.0		546.9
Buildings and improvements	375.4		345.6
Machinery and other	1,164.1		1,121.0
Construction in progress	87.6		115.5
	2,319.7		2,269.2
Less accumulated depreciation and depletion	(961.6)		(932.9)
	$	1,358.1	$

SEC Form 10-Q filed by Arcosa Inc.