Toggle SGML Header (+)


Section 1: 8-K (8-K)

Document
false0001739445 0001739445 2019-12-12 2019-12-12



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
 
December 12, 2019

401606941_arcosalogo-orangea10.jpg
Arcosa, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
Delaware
 
001-38494
 
82-5339416
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
  
 
 
 
 
 
500 N. Akard Street, Suite 400
 
 
 
 
Dallas,
Texas
 
 
 
75201
(Address of principal executive offices)
 
 
 
(Zip Code)

Registrant's telephone number, including area code: (972) 942-6500

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.






Item 1.01     Entry into a Material Definitive Agreement.

On December 12, 2019, Arcosa MS2, LLC (“Buyer”), a Delaware limited liability company and indirect wholly-owned subsidiary of Arcosa, Inc. (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Cherry Industries, Inc., a Texas corporation (“Industries”), and certain affiliated real estate holding companies (collectively, the “Cherry Companies”), the sellers set forth in the Purchase Agreement, Leonard L. Cherry in his capacity as “Sellers’ Representative” under the Purchase Agreement, and Arcosa Materials, Inc., a Delaware corporation, solely as buyer guarantor under the Purchase Agreement. The Cherry Companies is a leading producer of natural and recycled aggregates in the Houston, Texas market.

At the closing of the Transaction (as defined below), Buyer would acquire from the sellers all of the issued and outstanding capital stock and partnership interests, as applicable, of the Cherry Companies (the “Transaction”), for a cash purchase price of approximately $298 million, upon the terms and subject to the conditions set forth in the Purchase Agreement.

The Purchase Agreement includes customary representations, warranties and covenants. The closing of the Transaction is subject to customary closing conditions, including, among others, (i) the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (ii) the absence of legal restraints preventing the consummation of the acquisition, (iii) the accuracy of the representations and warranties contained in the Purchase Agreement (subject to certain qualifications) and (iv) the performance by the parties of their respective obligations under the Purchase Agreement in all material respects.

The Purchase Agreement contains certain termination rights for Buyer and the Sellers, including the right to terminate the Purchase Agreement if the Transaction has not been consummated by February 28, 2020.

The foregoing description of the Purchase Agreement and the transactions contemplated thereby is qualified in its entirety by the full text of the Purchase Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

The Purchase Agreement will be included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, Buyer or any of their respective businesses, subsidiaries or affiliates. The representations, warranties and covenants contained in the Purchase Agreement (a) were made by the parties thereto only for purposes of that agreement and as of specific dates; (b) were made solely for the benefit of the parties to the Purchase Agreement; (c) may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Purchase Agreement (such disclosures include information that has been included in public disclosures, as well as additional non-public information); (d) may have been made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts; and (e) may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Buyer or any of their respective subsidiaries or affiliates. Additionally, the representations, warranties, covenants, conditions and other terms of the Purchase Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Purchase Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company that is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q and other documents that are filed with the Securities and Exchange Commission.

Item 7.01     Regulation FD Disclosure.

On December 12, 2019, the Company issued a press release announcing the entry into Purchase Agreement to acquire the Cherry Companies. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Also on December 12, 2019, the Company disseminated an investor presentation which is intended to be a supplement to the press release announcing the proposed Transaction. A copy of the investor presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.






The information in Item 7.01 of this report (including Exhibits 99.1 and 99.2) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing. Additionally, the submission of this Item 7.01 in this report on Form 8-K is not an admission of the materiality of any information in this Item 7.01 of this report that is required to be disclosed solely by Regulation FD.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
Description
Arcosa, Inc. Press Release dated December 12, 2019
Arcosa, Inc. Investor Presentation dated December 2019
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)






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 hereunto duly authorized.

 
Arcosa, Inc.
 
 
 
December 12, 2019
By:
/s/ Scott C. Beasley
 
 
Name: Scott C. Beasley
 
 
Title: Chief Financial Officer



(Back To Top)

Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit
Exhibit 99.1

401606941_arcosalogo-orangea10.jpg

News Release


FOR IMMEDIATE RELEASE
Arcosa, Inc. Announces Agreement to Acquire Cherry Companies

Acquisition Expands Aggregates Business into Attractive Houston Region
Builds Leadership Position in Growing Recycled Aggregates Market
Provides Platform for Additional Growth in Natural and Recycled Aggregates
Conference Call Scheduled for 4:30 p.m. Eastern Time Today to Discuss the Transaction


DALLAS, Texas - ARCOSA, Inc. - December 12, 2019:
Arcosa, Inc. (NYSE: ACA) (“Arcosa” or the “Company”), a provider of infrastructure-related products and solutions, today announced that it has reached a definitive agreement to acquire Cherry Industries, Inc. and affiliated entities (“Cherry” or “Cherry Companies”) for $298 million.

Cherry is a leading producer of natural and recycled aggregates in the Houston, Texas market. For the twelve-month period ended September 30, 2019, Cherry had revenues of approximately $176 million and EBITDA of approximately $37 million.

Established in 1952, Cherry has developed a unique platform of mines, processing facilities, and services across the Houston area to offer a range of construction materials to customers. It serves diverse infrastructure markets, including highway, industrial, commercial, and residential markets, and also provides concrete demolition services, primarily to secure raw material for recycled aggregates.

Cherry adds 12 Houston locations to Arcosa’s existing 19 active aggregate and specialty materials locations in Texas, building out Arcosa’s footprint in a key Texas market with healthy population growth, major highway investments, and positive private demand drivers.

Commenting on the transaction, Antonio Carrillo, Arcosa’s President and CEO, noted, “We are very excited about this acquisition. The transaction is aligned with our strategic plan, accelerating the growth of our high-value Construction Products segment and enhancing our geographic position within Texas. Cherry’s unique platform will provide additional organic and acquisition growth opportunities in Houston and adjacent markets in Texas and the Gulf Coast. Cherry’s unique business model of offering aggregates in combination with recycled aggregates represents an opportunity for Arcosa to replicate in other regions.

“Additionally, the acquisition gives us an immediate leadership position in recycled aggregates, a growing product category due to resource scarcity and ESG benefits. Recycling aggregates decreases landfill use and improves air quality by reducing haul distances and energy consumption. Cherry is the largest recycled aggregates company in the country, and we look forward to building on Cherry’s leadership position.”


972.942.6500
 
arcosa.com




401606941_arcosalogo-orangea10.jpg

Leonard Cherry, President of Cherry added, “We are very pleased to join Arcosa, which represents an excellent cultural and strategic fit for our employees and our business. We look forward to working with the Construction Products team to grow our natural and recycled aggregates business in Houston and in new markets.”

The Company expects to fund the $298 million purchase price with a combination of cash on-hand and borrowings available under its credit facility. The transaction, which has been approved by the Company’s Board of Directors, is subject to customary closing conditions and regulatory provisions under the Hart-Scott-Rodino Act and is expected to close in the first quarter of 2020.

The transaction is expected to be accretive to earnings in 2020, and the Company expects to provide guidance for full year 2020 when it releases its fourth quarter and full year 2019 results in late February 2020.

Gibson Dunn acted as legal advisor to Arcosa. Stephens, Inc. served as financial advisor and Bradley Arant Boult Cummings LLP acted as legal advisor to Cherry.

Conference Call Information

A conference call is scheduled for 4:30 p.m. Eastern time today to discuss the transaction. A slide presentation for this conference call will be posted on the Company’s website at http://ir.arcosa.com/Events approximately 15 minutes before the start of the call.  The conference call number is 877-830-2589 for domestic callers and 785-424-1737 for international callers.  The conference ID is ARCOSA.  An audio playback will be available through 11:59 p.m. Eastern time on December 26, 2019 by dialing 800‑839‑5689 for domestic callers and 402‑220‑2570 for international callers. A live audio webcast of the conference call with a slide presentation will be available to the public and a replay will be available after the call by visiting Arcosa’s website at http://ir.arcosa.com/Events.

About Arcosa

Arcosa, Inc. (NYSE:ACA), headquartered in Dallas, Texas, is a provider of infrastructure-related products and solutions with leading positions in construction, energy, and transportation markets. Arcosa reports its financial results in three principal business segments: the Construction Products Group, the Energy Equipment Group, and the Transportation Products Group. For more information, visit www.arcosa.com.

Some statements in this release, which are not historical facts, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about Arcosa’s estimates, expectations, beliefs, intentions or strategies for the future. Arcosa uses the words “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” “guidance,” “outlook,” and similar expressions to identify these forward-looking statements. Forward-looking statements speak only as of the date of this release, and Arcosa expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, except as required by federal securities laws. Forward-looking statements are based on management’s current views and assumptions and involve risks and uncertainties that could cause actual results to differ materially from historical experience or our present expectations, including but not limited to assumptions, risks and uncertainties regarding achievement of the expected benefits of Arcosa’s spin-off from Trinity; tax treatment of the spin-off; inability to consummate the Cherry acquisition within the expected time period or at all, failure to successfully integrate Cherry, or failure to achieve the expected benefits of the acquisition; market conditions and customer demand for Arcosa’s business products and services; the cyclical nature of, and seasonal or weather impact on, the industries in which Arcosa competes; competition and other competitive

972.942.6500
2
arcosa.com



401606941_arcosalogo-orangea10.jpg

factors; governmental and regulatory factors; changing technologies; availability of growth opportunities; market recovery; improving margins; and Arcosa’s ability to execute its long-term strategy, and such forward-looking statements are not guarantees of future performance. For further discussion of such risks and uncertainties, see "Risk Factors" and the "Forward-Looking Statements" section of "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Arcosa's Form 10-K for the year-ended December 31, 2018, as may be revised and updated by Arcosa's Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

CONTACTS
Scott C. Beasley
Gail M. Peck
David Gold
Chief Financial Officer
SVP, Finance & Treasurer
ADVISIRY Partners
 
 
 
T 972.942.6500
 
T 212.661.2220

TABLE TO FOLLOW



972.942.6500
3
arcosa.com




Reconciliation of EBITDA for Cherry
(in millions)
(unaudited)

“EBITDA” is defined as Cherry’s net income plus interest expense, income taxes, and depreciation and amortization. EBITDA is not a calculation based on generally accepted accounting principles. The amounts included in the EBITDA calculation, however, are derived from amounts included in the historical statements of operations data. In addition, EBITDA should not be considered as an alternative to net income or operating income as an indicator of Cherry’s operating performance, or as an alternative to operating cash flows as a measure of liquidity. We believe EBITDA assists investors in comparing a company’s performance on a consistent basis without regard to depreciation and amortization and other expenses, which can vary significantly depending upon many factors.


EBITDA for Cherry (For the Trailing Twelve Months Ended September 30, 2019)
 
 
 
Net income
$
28.5

Add:
 
Interest expense
0.1

Provision for income taxes
1.2

Depreciation and amortization expense
7.1

EBITDA
$
36.9



972.942.6500
4
arcosa.com
(Back To Top)

Section 3: EX-99.2 (EXHIBIT 99.2)

exh992cherrywebcast
Exhibit 99.2 Overview of Cherry Acquisition December 12, 2019


 
How to Find Us OUR WEBSITE NYSE TICKER www.arcosa.com ACA HEADQUARTERS INVESTOR CONTACT Arcosa, Inc. [email protected] 500 North Akard Street, Suite 400 Dallas, Tx 75201 2 / Moving Infrastructure Forward


 
Forward-Looking Statements Some statements in this presentation, which are not historical facts, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about Arcosa, Inc.’s (“Arcosa” or the “Company”) estimates, expectations, beliefs, intentions or strategies for the future. Arcosa uses the words “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” “guidance,” “outlook,” “vision,” and similar expressions to identify these forward-looking statements. Forward-looking statements speak only as of the date of this presentation, and Arcosa expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, except as required by federal securities laws. Forward-looking statements are based on management’s current views and assumptions and involve risks and uncertainties that could cause actual results to differ materially from historical experience or our present expectations, including but not limited to assumptions, risks and uncertainties regarding achievement of the expected benefits of Arcosa’s separation from Trinity Industries, Inc. (“Trinity”; NYSE:TRN); tax treatment of the separation; failure to successfully close or integrate the Cherry acquisition, or failure to achieve the expected benefits of the acquisition; market conditions and customer demand for Arcosa’s business products and services; the cyclical nature of, and seasonal or weather impact on, the industries in which Arcosa competes; competition and other competitive factors; governmental and regulatory factors; changing technologies; availability of growth opportunities; market recovery; improving margins; and Arcosa’s ability to execute its long-term strategy, and such forward-looking statements are not guarantees of future performance. For further discussion of such risks and uncertainties, see “Risk Factors” and the “Forward-Looking Statements” section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Arcosa’s Form 10-K for the year ended December 31, 2018, as may be revised and updated by Arcosa’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Non-GAAP Financial Measures This presentation contains financial measures that have not been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Reconciliations of non-GAAP financial measures to the closest GAAP measure are provided in the Appendix. Presentation of Financials The spin-off of the Company by Trinity was completed on November 1, 2018. The Company’s financial statements for periods prior to November 1, 2018 were presented on a “carve-out” basis. The carve-out financials of the Company are not necessarily representative of the amounts that would have been reflected in the financial statements had the Company been an independent company during the applicable periods. 3 / Moving Infrastructure Forward


 
Executive Summary . On December 12th, we announced an agreement to acquire the Cherry Companies (“Cherry”) for $298M . Cherry is a leading provider of natural and recycled aggregates in greater Houston, with 12 locations in the area. Cherry had trailing 12 month revenues of $176M and EBITDA of ~$37M as of 09/30/2019, implying an ~8x EBITDA multiple . The acquisition is a strong strategic fit for several reasons: - Expands Arcosa’s aggregates business into the greater Houston market, a key gap in our current Texas network - Builds leadership position in recycled aggregates, a growing product category due to resource scarcity and ESG benefits - Provides platform to replicate Cherry’s natural and recycled aggregates offering in additional geographies - Accelerates Arcosa’s overall portfolio shift into Construction Products, a key Stage 1 Initiative . We expect to fund the transaction with a combination of cash on-hand and advances under our credit facility, and expect to close the acquisition in Q1 2020 4 / Moving Infrastructure Forward


 
Cherry Companies Highlights $176M Natural Aggregates Recycled Aggregates Revenue $37M . Mining and processing of sand, including . Crushing and recycling concrete to re-use EBITDA processing into stabilized materials by as aggregates mixing with cement 6M+ Strategic Rationale Tons Produced . Expands aggregates business into the greater Houston market, a key gap in our current Texas network Annually . Builds leadership position in recycled aggregates, a growing product category due to resource scarcity and ESG benefits . Provides platform to replicate Cherry’s natural and recycled aggregates offering in new geographies 12 . Accelerates Arcosa’s overall portfolio shift into Construction Products Houston Locations Note: Revenue and EBITDA are TTM as of 09/30/19 5 / Moving Infrastructure Forward


 
Broad Construction Materials Product Offering Cherry produces and sells a range of construction materials used in infrastructure Materials1: ~95% of EBITDA Natural Aggregates/Stabilized Sand Recycled Aggregate Products Demolition Services: ~5% of EBITDA . Road/bridge, commercial/ industrial, and other demolition, . . Mining of sand from owned and leased reserves, Variety of material types derived from crushed primarily to provide raw material including processing into stabilized sand, a concrete, ranging from screened rock to stabilized for recycled aggregates products mixture of sand, cement, and water crushed concrete . Demolition has declined in strategic importance over time, . Stabilized sand is primarily used for backfill, . Used in diverse applications, including road base, and Cherry now buys ~40% of bedding, and site preparation (e.g., underground backfill, ballast, and erosion control raw material for recycled aggregates from 3rd parties utilities, pipeline support, retaining walls) Provides raw material for recycled aggregates products 1 Freight is included in materials EBITDA. TTM as of 09/30/19 6 / Moving Infrastructure Forward


 
Unique Platform with Sustainable Competitive Advantages Cherry’s competitive advantages have helped it build a market-leading platform that generates attractive financial returns Cherry’s Competitive Advantages Attractive Financial Returns Network of Access to critical raw . Demonstrated history of revenue and EBITDA strategically located products, both facilities and reserve internally and growth positions externally . EBITDA margins of ~21% Comprehensive Long-term customer solution offering to and supplier . Broad base of construction-related customers, serve range of relationships with Top 10 customers accounting for only 24% customers of 2018 revenues Top-tier management team with deep Technical expertise in . Stable platform expected to produce high returns Houston expertise; concrete recycling and on capital through a cycle strong cultural fit with repurposing Arcosa 7 / Moving Infrastructure Forward


 
Attractive Houston Market Transaction expands Arcosa’s aggregates business into greater Houston market, a key gap in our current Texas network Houston’s end market fundamentals suggest …and Cherry’s continued growth… platform fills in a key gap in our current . Population Annual 2.6% population growth from 2008- Texas/Gulf Coast growth 2018 was >3x the US average Aggregate mines network Specialty locations . Houston metro area had second highest Cherry locations total growth in the US from 2010-2018, behind only Dallas-Fort Worth Houston-area Cherry locations Montgomery Washington . Liberty Major ~$11B long term TxDOT plan to enhance Cherry Headquarters Austin infrastructure Houston’s highway system; major projects Waller Recycling Facility Harris investments include I-45, I-10, and US 59 Chambers Stabilized Facility . Fort Bend Traffic named as the “biggest problem facing Galveston people in Houston today” Recycling + Stabilized Facility Brazoria Sources: Rice University / Kinder Institute of Urban Research, US Census Bureau, TxDOT Unified Transportation Program (2020) 8 / Moving Infrastructure Forward


 
Recycled Aggregates: A Platform for Growth Acquisition builds leadership position in recycled aggregates, a growing product category due to resource scarcity and ESG benefits Demand drivers Description . Virgin natural aggregates are becoming more scarce near established metropolitan Resource areas, as decades of growth and development have depleted reserves. Scarcity is scarcity most pronounced in areas that lack coarse aggregates (e.g., TX coastal areas) . Permitting challenges are likely to push quarries further from dense, urban centers Cherry was listed as Environmental . Recycling of demolished aggregates reduces landfill use the largest recycled benefits . Shortening length of freight hauls reduces GHG emissions and road congestion aggregates producer in the US, ahead of several large . As part of “Road to Recycling” initiative, TxDOT has prioritized using recycled Increased aggregates players aggregates where possible: “Natural resources are conserved, waste disposal is product and a number of acceptance reduced, and air quality is improved due to reduced haul distances and reduced independent players energy consumption” Increased focus . Particularly in Houston and other areas with adverse weather events, recycled on erosion / aggregates are a cost-competitive material to meet increased demand for erosion flood control and flood control projects Source: Construction & Demolition Recycling (March 2019); TxDOT 9 / Moving Infrastructure Forward


 
Accelerates Arcosa’s portfolio shift into Construction Products The acquisition is consistent with our strategy to grow Construction Products and reduce the cyclicality of our overall portfolio Arcosa Construction Materials Platform Infrastructure-related End Markets Aggregates Specialty Materials Public Infrastructure Private Infrastructure Lightweight aggregates Highways Residential Natural aggregates Building products Buildings Commercial Recycled aggregates Non-Highway Industrial Agricultural and other infrastructure specialty materials Other Markets (Industrial, Agricultural, Oil & Gas) 10 / Moving Infrastructure Forward


 
Transaction and Financing Overview • Purchase price of ~$298M, pending customary working capital or post-closing adjustments • At of the end of Q3-19, we reported $389M of liquidity and a net cash position Financing • We expect to fund the transaction with a combination of cash on-hand and advances under our credit facility; currently in the process of upsizing our credit facility to supplement remaining liquidity • Pro forma net debt to Adjusted EBITDA would be approximately 1x following the acquisition • Subject to customary closing conditions and regulatory provisions under the Hart-Scott-Rodino Act Expected • Expected closing in Q1 2020 closing • Transaction is expected to be accretive to earnings in 2020, following completion • We expect to provide overall Company guidance for full year 2020 when we release fourth quarter Accretion and full year 2019 results in late February 2020 1 Proforma Q3-19, (Purchase Price of $298M minus cash of $128 plus existing debt of $108M divided by TTM Adjusted EBITDA of $233M + $37M Cherry EBITDA) 11 / Moving Infrastructure Forward


 
Investment Highlights Cherry’s unique platform of Grows Arcosa’s Recycled Aggregates stabilized sand, recycled construction materials positioned to grow as a aggregates, and services presence in attractive category due to resource creates sustainable Houston market scarcity and ESG benefits competitive advantage Provides platform to replicate Cherry’s natural Accelerates Arcosa’s and recycled aggregates overall portfolio shift into offering in new Construction Products geographies 12 / Moving Infrastructure Forward


 
Appendix 13 / Moving Infrastructure Forward


 
EBITDA Reconciliation $ Millions (For the Trailing Twelve Months Ended September 30, 2019) Net income $28.5 Add: Interest expense 0.1 Provision for income taxes 1.2 Depreciation & amortization expense 7.1 EBITDA $36.9 “EBITDA” is defined as Cherry’s net income plus interest expense, income taxes, depreciation and amortization. EBITDA is not a calculation based on generally accepted accounting principles. The amounts included in the EBITDA calculation, however, are derived from amounts included in the historical statements of operations data. In addition, EBITDA should not be considered as an alternative to net income or operating income as an indicator of Cherry’s operating performance, or as an alternative to operating cash flows as a measure of liquidity. We believe EBITDA assists investors in comparing a company’s performance on a consistent basis without regard to depreciation and amortization and other expenses, which can vary significantly depending upon many factors. 14 / Moving Infrastructure Forward


 
(Back To Top)