# Arcosa, Inc.: Form 10-Q for the period ended Mar 31, 2025

- Company: [Arcosa, Inc.](/companies/aca.md) (CIK 1739445)
- Form: 10-Q
- Filed: 2025-05-07
- Accepted by EDGAR: May 7, 2025, 11:57 ET
- Period: 2025-03-31
- Accession: 0001739445-25-000067
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1739445/000173944525000067/aca-20250331.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1739445/000173944525000067/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-01-01 to 2025-03-31 | $632.0m | us-gaap:Revenues |
| Cost of revenue | 3 months, 2025-01-01 to 2025-03-31 | $506.6m | us-gaap:CostOfRevenue |
| Selling, general and administrative | 3 months, 2025-01-01 to 2025-03-31 | $73.7m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2025-01-01 to 2025-03-31 | $55.8m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-01-01 to 2025-03-31 | $28.3m | us-gaap:InterestExpense |
| Income tax | 3 months, 2025-01-01 to 2025-03-31 | $5.6m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-01-01 to 2025-03-31 | $23.6m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-01-01 to 2025-03-31 | $0.48 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-01-01 to 2025-03-31 | $0.48 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-01-01 to 2025-03-31 | 49,200,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2025-01-01 to 2025-03-31 | −$700.0k | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2025-01-01 to 2025-03-31 | $34.0m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 3 months, 2025-01-01 to 2025-03-31 | $2.5m | us-gaap:PaymentsOfDividendsCommonStock |
| Cash and equivalents | at 2025-03-31 | $167.9m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-03-31 | $1.01bn | us-gaap:AssetsCurrent |
| Total assets | at 2025-03-31 | $4.93bn | us-gaap:Assets |
| Current liabilities | at 2025-03-31 | $510.0m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-03-31 | $2.48bn | us-gaap:Liabilities |
| Shareholders' equity | at 2025-03-31 | $2.45bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 36,566 characters.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. Our MD&A is presented in the following sections:

- Company Overview
- Market Outlook
- Executive Overview
- Results of Operations
- Liquidity and Capital Resources
- Recent Accounting Pronouncements
- Forward-Looking Statements

Our MD&A should be read in conjunction with the Consolidated Financial Statements of Arcosa, Inc. and its consolidated subsidiaries (“Arcosa,” “Company,” “we,” or “our”) and related Notes in Part I, Item 1 of this Quarterly Report on Form 10-Q and the Consolidated Financial Statements and related Notes in Item 8, “Financial Statements and Supplementary Data”, of our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Annual Report on Form 10-K”).

### Company Overview

Arcosa, headquartered in Dallas, Texas, is a provider of infrastructure-related products and solutions with leading brands serving construction, engineered structures, and transportation markets in North America. Arcosa is a Delaware corporation and was incorporated in 2018 as a publicly-traded company, listed on the New York Stock Exchange.

### Market Outlook

- Within our Construction Products segment, market demand remains healthy overall when seasonal weather conditions have been normal, supported by increased infrastructure spending and private non-residential activity. The outlook for single-family residential housing continues to be impacted by higher interest rates and home affordability, which has negatively impacted volumes. We have been successful in managing inflationary cost pressures through proactive price increases.
- Within our Engineered Structures segment, our backlog as of March 31, 2025 provides good production visibility for the remainder of 2025. Our customers remain committed to taking delivery of these orders. In utility structures, order and inquiry activity continues to be healthy, as customers remain focused on grid hardening and reliability initiatives. The passage of the Inflation Reduction Act ("IRA") in August 2022, which included a long-term extension of the Production Tax Credit for new wind farm projects and introduced new Advanced Manufacturing Production (“AMP”) tax credits for companies that domestically manufacture and sell clean energy equipment in the U.S., is a significant catalyst for our wind towers business. Since the passage of the IRA, we have received new orders of $1.1 billion for delivery through 2028, a large portion of which will support wind energy expansion projects in the Southwest. As a result, we have opened a new plant in New Mexico and started delivering towers from this facility in the second quarter of 2024. The timing of new orders may be unpredictable, particularly as the market adjusts to a new presidential administration. However, we remain confident that further investment in wind energy is needed to meet the load growth demands in the U.S., and we continue to have discussions with our customers about additional orders for 2026 and beyond.
- Within our Transportation Products segment, our backlog for inland barges as of March 31, 2025 was $333.6 million, up 19.1% from the start of the year. Our customers remain committed to taking delivery of these orders. Our barge business is recovering from cyclical lows resulting from the onset of the COVID-19 pandemic when order levels fell sharply due to high steel prices throughout 2022 and 2023. Over this time, customer inquiries have remained healthy, initially for dry barges and more recently for tank barges. Both fleets continue to age as new builds have not kept pace with scrapping, which indicates future replacement demand. During the first quarter, we received orders of $142 million primarily for tank barges, which extends our tank barge backlog well into 2026. For dry barges, we have open slots in the fourth quarter to fill our 2025 planned capacity.

### Executive Overview

#### Recent Developments

In October 2024, the Company completed the acquisition of the construction materials business of Stavola Holding Corporation and its affiliated entities ("Stavola") for $1.2 billion in cash. Stavola, which is reported within the Construction Products segment, serves the New York-New Jersey MSA through its network of five hard rock natural aggregates quarries, twelve asphalt plants, and three recycled aggregates sites.

In August 2024, the Company completed the sale of its steel components business. Previously reported in the Transportation Products segment, the steel components business was a leading supplier of railcar coupling devices, railcar axles, and circular forgings. As the steel components business was not core to Arcosa's long-term strategy, its divestiture was not considered a strategic shift that would have a major effect on the Company's operations or financial results either from a quantitative or qualitative perspective. As such, it is not reported as a discontinued operation.

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 is included in our Engineered Structures segment.

#### Financial Operations and Highlights

- Revenues for the three months ended March 31, 2025 increased 5.6% to $632.0 million compared to the three months ended March 31, 2024 due to higher revenues in Engineered Structures and Construction Products, partially offset by lower revenues in Transportation Products resulting from the divestiture of the steel components business.
- Operating profit for the three months ended March 31, 2025 totaled $55.8 million, an increase of $2.4 million year-over-year driven by higher operating profit in Engineered Structures and Transportation Products, partially offset by a decrease in Construction Products primarily driven by the seasonally dilutive impact of the acquired Stavola business, which is more impacted by the winter months than our legacy operations.
- Selling, general, and administrative expenses increased 6.7% for the three months ended March 31, 2025 compared to the same period in 2024 primarily due to additional costs from recently acquired businesses. As a percentage of revenues, selling, general, and administrative expenses were 11.7% for the three months ended March 31, 2025, compared to 11.5% for the same period in 2024.
- Interest expense totaled $28.3 million, an increase of $20.0 million year-over-year driven by the additional debt incurred to finance the Stavola acquisition.
- The effective tax rate for the three months ended March 31, 2025 was 19.2%, compared to 17.1% for the same period in 2024. See Note 10 Income Taxes to the Consolidated Financial Statements.
- Net income for the three months ended March 31, 2025 was $23.6 million, compared to $39.2 million for the same period in 2024.

Our Engineered Structures and Transportation Products segments operate in cyclical industries. Additionally, results in our Construction Products segment are affected by weather and seasonal fluctuations with the second and third quarters historically being the quarters with the highest revenues.

#### Unsatisfied Performance Obligations (Backlog)

As of March 31, 2025, December 31, 2024, and March 31, 2024, our unsatisfied performance obligations, or backlog, were as follows:

*(in millions)*

| Engineered Structures: | March 31, 2025 | December 31, 2024 | March 31, 2024 |
| --- | ---: | ---: | ---: |
| Utility, wind, and related structures | **$1,094.1** | $1,190.8 | $1,366.7 |
| Transportation Products: |  |  |  |
| Inland barges | **$333.6** | $280.1 | $294.4 |

Approximately 59% of the unsatisfied performance obligations for utility, wind, and related structures in our Engineered Structures segment are expected to be delivered during 2025, approximately 15% are expected to be delivered during 2026, and the remainder are expected to be delivered through 2028. Approximately 63% of the unsatisfied performance obligations for inland barges in our Transportation Products segment are expected to be delivered during 2025, and the remainder are expected to be delivered during 2026.

### Results of Operations

#### Overall Summary

#### Revenues

*(in millions)*

|  | Three Months Ended March 31, 2025 | 2024 | Percent Change |
| --- | ---: | ---: | ---: |
| Construction Products | **$262.8** | $251.2 | **4.6%** |
| Engineered Structures | **284.8** | 231.6 | **23.0** |
| Transportation Products | **84.4** | 115.8 | **(27.1)** |
| Consolidated Total | **$632.0** | $598.6 | **5.6** |

### Three Months Ended March 31, 2025 versus Three Months Ended March 31, 2024

- Revenues increased 5.6%.
- Revenues from Construction Products increased primarily due to the contribution from the Stavola acquisition, which closed in October 2024.
- Revenues from Engineered Structures increased primarily due to higher volumes in our wind towers business and the contribution from the acquired Ameron business, which closed in April 2024.
- Revenues from Transportation Products decreased due to the divestiture of the steel components business, which was completed in August 2024, partially offset by higher barge revenues.

#### Operating Costs

*(in millions)*

|  | Three Months Ended March 31, 2025 | 2024 | Percent Change |
| --- | ---: | ---: | ---: |
| Construction Products | **$244.5** | $222.4 | **9.9%** |
| Engineered Structures | **245.8** | 205.3 | **19.7** |
| Transportation Products | **70.5** | 101.2 | **(30.3)** |
| Segment Totals before Corporate Expenses | **560.8** | 528.9 | **6.0** |
| Corporate | **15.4** | 16.3 | **(5.5)** |
| Consolidated Total | **$576.2** | $545.2 | **5.7** |
| Depreciation, depletion, and amortization(1) | **$53.6** | $42.8 | **25.2** |

(1) Depreciation, depletion, and amortization are components of operating costs.

### Three Months Ended March 31, 2025 versus Three Months Ended March 31, 2024

- Operating costs increased 5.7%.
- Operating costs for Construction Products increased due to additional costs from the acquired Stavola business.
- Operating costs for Engineered Structures increased primarily due to higher volumes in wind towers and increased costs from the acquired Ameron business.
- Operating costs for Transportation Products decreased primarily due to the divestiture of the steel components business, partially offset by higher inland barge volumes.
- Depreciation, depletion, and amortization expense increased as a result of recent acquisitions and organic growth investments.
- Selling, general, and administrative expenses increased 6.7% primarily due to additional costs from recently acquired businesses. As a percentage of revenues, selling, general, and administrative expenses was 11.7% for the three months ended March 31, 2025, compared to 11.5% for the same period in 2024.

#### Operating Profit (Loss)

*(in millions)*

|  | Three Months Ended March 31, 2025 | 2024 | Percent Change |
| --- | ---: | ---: | ---: |
| Construction Products | **$18.3** | $28.8 | **(36.5)%** |
| Engineered Structures | **39.0** | 26.3 | **48.3** |
| Transportation Products | **13.9** | 14.6 | **(4.8)** |
| Segment Totals before Corporate Expenses | **71.2** | 69.7 | **2.2** |
| Corporate | **(15.4)** | (16.3) | **(5.5)** |
| Consolidated Total | **$55.8** | $53.4 | **4.5** |

### Three Months Ended March 31, 2025 versus Three Months Ended March 31, 2024

- Operating profit increased 4.5%.
- Operating profit in Construction Products decreased primarily due to the seasonally dilutive impact of the acquired Stavola business.
- Operating profit in Engineered Structures increased due to higher wind tower volumes, operating improvements in our utility structures business and the accretive impact of the acquired Ameron business.
- Excluding the impact of the divested steel components business, operating profit in Transportation Products increased due to higher barge volumes.

For further discussion of revenues, costs, and the operating results of individual segments, see *Segment Discussion* below.

#### Other Income and Expense

Other, net (income) expense consists of the following items:

*(in millions)*

|  | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Interest income | **$(1.8)** | $(1.7) |
| Foreign currency exchange transactions | **0.1** | (0.5) |
| Other, net (income) expense | **$(1.7)** | $(2.2) |

#### Income Taxes

The provision for income taxes results in effective tax rates that differ from the statutory rates. The Company's effective tax rate for the three months ended March 31, 2025 was 19.2% compared to 17.1% for the same period in 2024. The change in the tax rate for the three months ended March 31, 2025 is primarily due higher state taxes and foreign adjustments.

Our effective tax rate differs from the federal tax rate of 21.0% due to AMP tax credits, state income taxes, statutory depletion deductions, compensation-related items, and other foreign adjustments. See Note 10 Income Taxes to the Consolidated Financial Statements for further discussion of income taxes.

#### Segment Discussion

### Construction Products

*($ in millions)*

| Revenues: | Three Months Ended March 31, 2025 | 2024 | Percent Change |
| --- | ---: | ---: | ---: |
| Aggregates | **$165.3** | $158.9 | **4.0%** |
| Specialty materials and asphalt | **73.2** | 63.2 | **15.8** |
| Aggregates intrasegment sales | **(4.1)** | (0.4) | **925.0** |
| Total Construction Materials | **234.4** | 221.7 | **5.7** |
| Construction site support | **28.4** | 29.5 | **(3.7)** |
| Total revenues | **262.8** | 251.2 | **4.6** |
| Operating costs: |  |  |  |
| Cost of revenues | **217.1** | 198.3 | **9.5** |
| Selling, general, and administrative expenses | **31.2** | 28.0 | **11.4** |
| Gain on disposition of property, plant, equipment, and other assets | **(3.8)** | (3.9) |  |
| Operating profit | **$18.3** | $28.8 | **(36.5)** |
| Depreciation, depletion, and amortization(1) | **$38.6** | $30.1 | **28.2** |

(1) Depreciation, depletion, and amortization are components of operating profit.

### Three Months Ended March 31, 2025 versus Three Months Ended March 31, 2024

- Revenues increased 4.6% primarily due to the acquisition of Stavola which contributed $26.4 million to revenues during the quarter. Organic revenues in our construction materials businesses declined as higher pricing was offset by lower volumes, a decrease in freight revenue, and a reduction in revenue from recently divested operations. Revenues in our trench shoring business decreased 3.7% primarily due to reduced steel prices and lower volumes.
- Cost of revenues increased 9.5% due to increased costs from the Stavola acquisition, including higher depreciation, depletion, and amortization expense. This was partially offset by a decrease in costs for our legacy businesses driven by lower organic volumes. As a percentage of revenues, cost of revenues increased to 82.6% in the current period, compared to 78.9% in the prior period.
- Selling, general, and administrative expenses increased 11.4% due to additional costs from Stavola partially offset by lower costs in our legacy businesses. Selling, general, and administrative expenses as a percentage of revenues was 11.9% in the current period, compared to 11.1% in the prior period.
- Operating profit decreased 36.5% primarily due to impact of the Stavola acquisition, which is more seasonally impacted by the winter months than our legacy operations. Stavola reduced operating profit by $11 million in the current period. On an organic basis, operating profit increased slightly as increased unit profitability was partially offset by volume declines.
- Depreciation, depletion, and amortization expense increased 28.2% primarily due to the acquisition of Stavola, including the fair market value write-up of long-lived assets.

### Engineered Structures

*($ in millions)*

| Revenues: | Three Months Ended March 31, 2025 | 2024 | Percent Change |
| --- | ---: | ---: | ---: |
| Utility, wind, and related structures | **$284.8** | $231.6 | **23.0%** |
| Total revenues | **284.8** | 231.6 | **23.0** |
| Operating costs: |  |  |  |
| Cost of revenues | **222.6** | 193.8 | **14.9** |
| Selling, general, and administrative expenses | **23.2** | 18.5 | **25.4** |
| Gain on sale of business | **—** | (7.0) |  |
| Operating profit | **$39.0** | $26.3 | **48.3** |
| Depreciation and amortization(1) | **$12.7** | $7.9 | **60.8** |

(1) Depreciation and amortization are components of operating profit.

### Three Months Ended March 31, 2025 versus Three Months Ended March 31, 2024

- Revenues increased 23.0% primarily due to higher volumes in our wind towers business and the contribution from the acquired Ameron business. Revenues for utility structures decreased slightly as higher volumes and improved product mix was offset by lower steel prices.
- Cost of revenues increased 14.9% primarily due to increased costs from the acquired Ameron business and higher wind towers volumes. Costs of revenues for utility structures declined as lower steel costs more than offset increased volumes. As a percentage of revenues, cost of revenues decreased to 78.2% in the current period, compared to 83.7% in the prior period. This decrease is partially attributed to startup costs incurred in the prior period for the new concrete utility structure and wind tower facilities.
- Selling, general, and administrative expenses increased 25.4% primarily due to additional costs from the acquired Ameron business. Selling, general, and administrative expenses as a percentage of revenues was 8.1% in the current period, compared to 8.0% in the prior period.
- Operating profit increased 48.3% primarily due to higher wind tower volumes, operating improvements in our utility structures business and the accretive impact of the acquired Ameron business.
- Depreciation and amortization expense increased primarily due to the acquired Ameron business and organic growth investments.

### Unsatisfied Performance Obligations (Backlog)

As of March 31, 2025, the backlog for utility, wind, and related structures was $1,094.1 million, compared to $1,190.8 million and $1,366.7 million as of December 31, 2024 and March 31, 2024, respectively. Approximately 59% of these unsatisfied performance obligations are expected to be delivered during 2025, approximately 15% during 2026, and the remainder are expected to be delivered through 2028.

### Transportation Products

*($ in millions)*

| Revenues: | Three Months Ended March 31, 2025 | 2024 | Percent Change |
| --- | ---: | ---: | ---: |
| Inland barges | **$84.4** | $79.7 | **5.9%** |
| Steel components | **—** | 36.1 | **(100.0)** |
| Total revenues | **84.4** | 115.8 | **(27.1)** |
| Operating costs: |  |  |  |
| Cost of revenues | **66.9** | 94.9 | **(29.5)** |
| Selling, general, and administrative expenses | **3.9** | 6.3 | **(38.1)** |
| Gain on sale of business | **(0.3)** | — |  |
| Operating profit | **$13.9** | $14.6 | **(4.8)** |
| Depreciation and amortization (1) | **$1.9** | $4.0 | **(52.5)** |

(1) Depreciation and amortization are components of operating profit.

### Three Months Ended March 31, 2025 versus Three Months Ended March 31, 2024

- Revenues decreased 27.1% resulting from the sale of the steel components business. Inland barge revenues increased 5.9%, driven by higher tank barge deliveries.
- Cost of revenues decreased 29.5% driven by the steel components divestiture, partially offset by higher cost of revenues for the inland barge business due to increased volumes.
- Selling, general, and administrative expenses were roughly flat, excluding the impact of the steel components business from the prior period.
- Operating profit increased 12.4%, excluding the impact of the steel components divestiture, driven by increased operating profit for the barge business primarily due to increased tank barge volumes.

### Unsatisfied Performance Obligations (Backlog)

As of March 31, 2025, the backlog for inland barges was $333.6 million, compared to $280.1 million and $294.4 million as of December 31, 2024 and March 31, 2024, respectively. Approximately 63% of the unsatisfied performance obligations for inland barges are expected to be delivered during 2025, and the remainder are expected to be delivered in 2026.

### Corporate

*(in millions)*

|  | Three Months Ended March 31, 2025 | 2024 | Percent Change |
| --- | ---: | ---: | ---: |
| Corporate overhead costs | **$15.4** | $16.3 | **(5.5)%** |

### Three Months Ended March 31, 2025 versus Three Months Ended March 31, 2024

- Corporate overhead costs decreased 5.5% primarily due to lower acquisition and divestiture-related expenses of $0.8 million, compared to $1.6 million for the same period in 2024.

### Liquidity and Capital Resources

Arcosa’s primary liquidity requirement consists of funding our business operations, including operating expenses, capital expenditures, working capital investment, and our regular quarterly dividend. Our primary sources of liquidity include cash flow from operations, our existing cash balance, availability under the revolving credit facility, and, as necessary, the issuance of additional long-term debt or equity. We may also consider undertaking disciplined acquisitions, organic growth, investment projects, additional return of capital to stockholders, or funding other general corporate purposes to the extent we have available liquidity.

### Cash Flows

The following table summarizes our cash flows from operating, investing, and financing activities for the three months ended March 31, 2025 and 2024:

*(in millions)*

| Total cash provided by (required by): | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Operating activities | **$(0.7)** | $80.5 |
| Investing activities | **(11.4)** | (43.5) |
| Financing activities | **(7.3)** | 34.7 |
| Net increase (decrease) in cash and cash equivalents | **$(19.4)** | $71.7 |

***Operating Activities.*** Net cash required by operating activities for the three months ended March 31, 2025 was $0.7 million, compared to $80.5 million of net cash provided by operating activities for the three months ended March 31, 2024.

- The changes in current assets and liabilities resulted in a net use of cash of $80.7 million for the three months ended March 31, 2025, compared to a net source of cash of $4.6 million for the three months ended March 31, 2024. The current year activity was primarily driven by an increase in receivables and a decrease in advanced billings and accrued liabilities, partially offset by higher accounts payable.

***Investing Activities.*** Net cash required by investing activities for the three months ended March 31, 2025 was $11.4 million, compared to $43.5 million for the three months ended March 31, 2024.

- Capital expenditures for the three months ended March 31, 2025 were $34.0 million, compared to $54.4 million for the same period last year. Full-year capital expenditures are expected to be approximately $145 to $165 million in 2025.
- Proceeds from the sale of property, plant, and equipment and other assets totaled $5.0 million for the three months ended March 31, 2025, compared to $4.2 million for the same period in 2024.
- For the three months ended March 31, 2025, cash received from acquisitions was $17.6 million due to escrow funds that were returned to Arcosa related to contractual purchase price adjustments in connection with the Stavola acquisition. There was no acquisition activity during the same period in 2024.
- There were no proceeds from the sale of businesses during the three months ended March 31, 2025, compared to $6.7 million for the same period in 2024.

***Financing Activities.*** Net cash required by financing activities during the three months ended March 31, 2025 was $7.3 million, compared to net cash provided by financing activities of $34.7 million for the same period in 2024.

- Current year activity was driven by scheduled debt payments, dividends paid during the period, and shares purchased to satisfy employee taxes on vested stock.

### Other Investing and Financing Activities

### Revolving Credit Facility, Term Loan, and Senior Notes

In August 2023, we entered into the Credit Agreement to increase our revolving credit facility from $500.0 million to $600.0 million, extend the maturity date of our revolving credit facility from January 2, 2025 to August 23, 2028, and refinance and repay in full the remaining balance of the term loan then outstanding under our prior credit facility.

On August 15, 2024, we entered into an amendment to the Credit Agreement to, among other things, (i) increase our revolving credit facility from $600.0 million to $700.0 million, (ii) collateralize the amended revolving credit facility with substantially all of our and our subsidiary guarantors' personal property (with certain exceptions), (iii) make the applicable margin for revolving borrowings, letters of credit and the commitment fee rate be based on our consolidated net leverage ratio (permitting up to $150.0 million of unrestricted cash to be netted from the calculation thereof), (iv) modify the margin for SOFR-based revolving borrowings and letters of credit to range from 1.25% to 2.50% per annum, (v) modify the margin for base rate revolving borrowings to range from 0.25% to 1.50%, (vi) modify the commitment fee that accrues on the unused portion of the revolving credit facility to range from 0.20% to 0.45%, and (vii) modify the maximum permitted leverage ratio to include a net debt concept (permitting up to $150.0 million of unrestricted cash to be netted from the calculation thereof), and to provide that such ratio shall be no greater than 5.00 to 1.00 during the fourth quarter of 2024 and the next two fiscal quarters, 4.50 to 1.00 for the next following two fiscal quarters, and 4.00 to 1.00 for each fiscal quarter thereafter (however, this maximum permitted leverage ratio may be increased to 4.50 to 1.00 for up to four fiscal quarters if a material acquisition is entered into). These amendments did not become effective until the closing of the Stavola acquisition on October 1, 2024. The amended revolving credit facility's maturity date of August 23, 2028 remains unchanged.

As of March 31, 2025, we had no outstanding loans borrowed and approximately $0.1 million of letters of credit outstanding under our revolving credit facility, which left $699.9 million available for borrowing. The majority of our letters of credit expire in 2025, and the majority of our letter of credit obligations support the Company’s various insurance programs and generally renew by their terms each year.

The interest rates for revolving loans under the Credit Agreement are variable based on the daily simple or term SOFR, plus a 10-basis point credit spread adjustment, or an alternate base rate, in each case plus a margin for borrowing. A commitment fee accrues on the average daily unused portion of the revolving credit facility. The margin for revolving borrowings and commitment fee rate are determined based on the Company’s consolidated total net leverage ratio (as measured by a consolidated funded indebtedness, less the aggregate amount of unrestricted cash up to a maximum amount not to exceed $150.0 million, to consolidated EBITDA ratio). As of March 31, 2025, the margin for borrowing based on SOFR was set at 2.00% and the commitment fee rate was set at 0.35%.

The revolving credit facility portion of the Credit Agreement requires the maintenance of certain ratios related to leverage and interest coverage. As of March 31, 2025, we were in compliance with all such financial covenants. Borrowings under the Credit Agreement are guaranteed by certain domestic subsidiaries of the Company. On October 1, 2024, we collateralized our obligations under the Credit Agreement with substantially all of our and our subsidiary guarantors' personal property (with certain exceptions).

The Credit Agreement provides for a Term Loan in an aggregate principal amount of $700.0 million. The Term Loan was funded on October 1, 2024 with the closing of the Stavola acquisition, of which $100.0 million was used to pay down the Company's revolving credit facility. The Term Loan requires, among other things, (i) mandatory prepayments from excess cash flow on an annual basis, commencing with the fiscal year ending December 31, 2025, (ii) mandatory prepayments with proceeds of certain asset sales and debt issuances, and (iii) quarterly principal amortization payments in an amount equal to 0.25% of the initial Term Loan. The Term Loan has a maturity date of October 1, 2031. The interest rate for the Term Loan is based on SOFR plus 2.25% per year. The Term Loan is prepayable at any time without penalty. The Term Loan is guaranteed by the same subsidiaries of the Company that guarantee our revolving credit facility, and the Term Loan is secured on a pari passu basis with our revolving credit facility.

On August 26, 2024, the Company issued $600.0 million aggregate principal amount of 6.875% 2024 Notes that mature in August 2032. Interest on the 2024 Notes is payable semiannually in February and August. In April 2021, the Company issued $400.0 million aggregate principal amount of 4.375% senior unsecured notes (the "2021 Notes", and together with the 2024 Notes, the "Senior Notes") that mature in April 2029. Interest on the 2021 Notes is payable semiannually in April and October. The Senior Notes are senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by each of the Company’s domestic subsidiaries that is a guarantor under our Credit Agreement. The terms of each indenture governing the Senior Notes, among other things, limit the ability of the Company and each of its subsidiaries to create liens on assets, enter into sale and leaseback transactions, and consolidate, merge or transfer all or substantially all of its assets and the assets of its subsidiaries. The terms of each indenture also limit the ability of the Company’s non-guarantor subsidiaries to incur certain types of debt.

We believe, based on our current business plans, that our existing cash, available liquidity, and cash flow from operations will be sufficient to fund necessary capital expenditures and operating cash requirements for the foreseeable future.

### Dividends and Repurchase Program

In February 2025, the Company declared a quarterly cash dividend of $0.05 per share that was paid on April 30, 2025.

In December 2024, the Board authorized a $50.0 million share repurchase program effective January 1, 2025 through December 31, 2026 to replace an expiring program of the same amount. For the three months ended March 31, 2025, the Company did not repurchase any shares, leaving the full amount of the $50.0 million authorization available as of March 31, 2025. See Note 1 Overview and Summary of Significant Accounting Policies to the Consolidated Financial Statements.

### Recent Accounting Pronouncements

See Note 1 Overview and Summary of Significant Accounting Policies to the Consolidated Financial Statements for information about recent accounting pronouncements.

### Forward-Looking Statements

This Quarterly Report on Form 10-Q (or statements otherwise made by the Company or on the Company's behalf from time to time in other reports, filings with the SEC, news releases, conferences, internet postings, or otherwise) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not historical facts are forward-looking statements and involve risks and uncertainties. These forward-looking statements include expectations, beliefs, plans, objectives, future financial performances, estimates, projections, goals, and forecasts. Arcosa uses the words “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” “plans,” and similar expressions to identify these forward-looking statements. Potential factors, which could cause our actual results of operations to differ materially from those in the forward-looking statements include, among others:

- the impact of pandemics, epidemics, or other public health emergencies on our sales, operations, supply chain, employees, and financial condition;
- market conditions and customer demand for our business products and services;
- the cyclical and seasonal nature of the industries in which we compete;
- variations in weather in areas where our construction products are sold, used, or installed;
- naturally occurring events and other events and disasters causing disruption to our manufacturing, product deliveries, and production capacity, thereby giving rise to an increase in expenses, loss of revenue, and property losses;
- competition and other competitive factors;
- our ability to identify, consummate, or integrate acquisitions of new businesses or products, or divest any business;
- the timing of introduction of new products;
- the timing and delivery of customer orders or a breach of customer contracts;
- the credit worthiness of customers and their access to capital;
- product price changes;
- changes in mix of products sold;
- the costs incurred to align manufacturing capacity with demand and the extent of its utilization;
- the operating leverage and efficiencies that can be achieved by our manufacturing businesses;
- availability and costs of steel, component parts, supplies, and other raw materials;
- changing technologies;
- surcharges and other fees added to fixed pricing agreements for steel, component parts, supplies and other raw materials;
- increased costs due to inflation or tariffs;
- interest rates and capital costs;
- counter-party risks for financial instruments;
- our indebtedness or leverage levels;
- long-term funding of our operations;
- taxes;
- costs and availability of sufficient insurance coverage;
- material nonpayment or nonperformance by any of our key customers;
- the stability of the governments and political and business conditions in certain foreign countries, particularly Mexico;
- public infrastructure expenditures;
- changes in import and export quotas and regulations;
- business conditions in emerging economies;
- costs and results of litigation;
- changes in accounting standards or inaccurate estimates or assumptions in the application of accounting policies;
- legal, regulatory, and environmental issues, including compliance of our products with mandated specifications, standards, or testing criteria and obligations to remove and replace our products following installation or to recall our products and install different products manufactured by us or our competitors;
- actions by the executive and legislative branches of the U.S. government relative to federal government budgeting, taxation policies, government expenditures, U.S. borrowing/debt ceiling limits, and trade policies, including tariffs, and border closures;
- our ability to sufficiently protect our intellectual property rights;
- our ability to mitigate against cybersecurity incidents, including ransomware, malware, phishing emails, and other electronic security threats;
- if the Company's sustainability efforts are not favorably received by stockholders;
- if the Company does not realize some or all of the benefits expected from certain provisions of the IRA, including the AMP tax credits for wind towers; and
- the delivery or satisfaction of any backlog or firm orders.

Any forward-looking statement speaks only as of the date on which such statement is made. Arcosa undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made. For a discussion of risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, see Item 1A, “Risk Factors” in our 2024 Annual Report on Form 10-K and future Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

## Market risk

As filed, 289 characters.

There has been no material change in our market risks since December 31, 2024 as set forth in our 2024 Annual Report on Form 10-K. See Note 9 Other, Net to the Consolidated Financial Statements for the impact of foreign exchange rate fluctuations for the three months ended March 31, 2025.

## Controls and procedures

As filed, 1,433 characters.

### Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures designed to ensure that it is able to collect and record the information it is required to disclose in the reports it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) with the Securities and Exchange Commission (“SEC”), to process, summarize, and disclose this information within the time periods specified in the rules of the SEC, and that such information is accumulated and communicated to management, including our Chief Executive and Chief Financial Officers, in a timely fashion. The Company’s Chief Executive and Chief Financial Officers are responsible for establishing and maintaining these disclosure controls and procedures and evaluating their effectiveness (as defined in Rule 13(a)-15l under the Exchange Act). Based on their evaluation of the Company’s disclosure controls and procedures that took place as of the end of the period covered by this report, the Chief Executive and Chief Financial Officers believe that these disclosure controls and procedures were effective.

### Changes in Internal Control over Financial Reporting

During the period covered by this report, there have been no changes in the Company’s internal control over financial reporting that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

## Risk factors

As filed, 126 characters.

There have been no material changes in the Company's risk factors from those set forth in our 2024 Annual Report on Form 10-K.

Filed May 7, 2025.
Source: SEC EDGAR, the filing index for accession 0001739445-25-000067. Last ingested by Listed: Nov 2, 2026, 08:01 ET. No prices; not investment advice.