aca-20230930

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 SEPTEMBER 30, 2023


			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 October 13, 2023, the number of shares of common stock outstanding was 48,759,966.

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			22
Item 3. Quantitative and Qualitative Disclosures a bout Market Risk			34
Item 4. Controls and Procedures			34

PART II
Item 1. Legal Proceedings			35
Item 1A. Risk Factors			35
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			35
Item 3. Defaults Upon Senior Securities			35
Item 4. Mine Safety Disclosures			35
Item 5. Other Information			35
Item 6. Exhibits			3 6

SIGNATURES			37

Table of Contents

PART I

Item 1. Financial Statements

Arcosa, Inc. and Subsidiaries

Consolidated Statements of Operations

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022

	(in millions)
Revenues	$	591.7	$	603.9	$	1,725.7	$	1,742.5
Operating costs:
Cost of revenues	484.6		488.8		1,388.9		1,411.4
Selling, general, and administrative expenses	61.3		67.8		194.5		196.7
Gain on disposition of property, plant, equipment, and other assets	(2.6)		(1.7)		(25.8)		(6.5)
Gain on sale of storage tanks business	—		—		(6.4)		—

	543.3		554.9		1,551.2		1,601.6
Total operating profit	48.4		49.0		174.5		140.9

Interest expense	6.7		8.6		20.9		23.5
Other, net (income) expense	(1.3)		(0.2)		(5.8)		1.1
Income before income taxes	43.0		40.6		159.4		116.3

Provision for income taxes	7.5		8.6		27.3		25.1





Net income	$	35.5	$	32.0	$	132.1	$	91.2

Net income per common share:
Basic	$	0.73	$	0.66	$	2.71	$	1.88
Diluted	$	0.72	$	0.66	$	2.70	$	1.87
Weighted average number of shares outstanding:
Basic	48.7		48.3		48.5		48.2
Diluted	48.8		48.5		48.7		48.5
Dividends declared per common share	$	0.05	$	0.05	$	0.15	$	0.15

See accompanying Notes to Consolidated Financial Statements.

Table of Contents

Arcosa, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022

	(in millions)
Net income	$	35.5	$	32.0	$	132.1	$	91.2
Other comprehensive income (loss):
Derivative financial instruments:
Unrealized gains (losses) arising during the period, net of tax expense (benefit) of $0.0, $0.3, $0.1, and $0.9	—		0.9		0.2		3.2
Reclassification adjustments for (gains) losses included in net income, net of tax expense (benefit) of $0.2, ($0.1), $0.4, and ($0.3)	(0.6)		0.1		(1.4)		0.9
Currency translation adjustment:
Unrealized gains (losses) arising during the period, net of tax expense (benefit) of $0.0, ($0.2), $0.0, and ($0.2)	(0.1)		(0.5)		0.1		(0.6)

	(0.7)

SEC Form 10-Q filed by Arcosa Inc.