- Expands Traffic and Telecommunication Structures Offerings
- Provides Entry into Complementary Concrete and Steel Pole
Lighting Market
- Transaction Accelerates Engineered Structures Growth
Profile
Arcosa, Inc. (NYSE: ACA) (“Arcosa,” the “Company,” “We,” or
“Our,”), a provider of infrastructure-related products and
solutions, today announced that it has completed the previously
announced acquisition of Ameron Pole Products LLC (“Ameron”) from
NOV Inc. (NYSE: NOV) for $180 million.
Founded in 1970, Ameron is 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. With four manufacturing
facilities strategically located in Alabama, California, and
Oklahoma, Ameron serves its customers with a nationwide presence.
For the year ended December 31, 2023, Ameron had revenues of
approximately $94 million and Adjusted EBITDA of approximately $20
million.
The acquisition was funded with a combination of cash on-hand
and $160 million of borrowings from our revolving credit
facility.
Antonio Carrillo, President and Chief Executive Officer,
commented, “We are pleased to welcome Ameron and its experienced
management team to the Arcosa family. Ameron expands our product
offerings in traffic and telecom structures and establishes our
foothold in the attractive concrete and steel lighting pole market.
This transaction accelerates the long-term growth profile of our
Engineered Structures segment, while underscoring our disciplined
acquisition strategy. Supported by robust cash flow, we continue to
seek attractively-priced, complementary acquisitions that
strengthen our position in Arcosa’s higher growth end markets.”
The Company plans to update its full year 2024 revenue and
Adjusted EBITDA guidance for the acquisition at the time of the
release of its first quarter results.
Weil, Gotshal & Manges LLP served as legal advisor to
Arcosa.
Non-GAAP Financial Measures
This press release 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 included in the accompanying table
to this release.
About Arcosa
Arcosa, Inc., headquartered in Dallas, Texas, is a provider of
infrastructure-related products and solutions with leading
positions in construction, engineered structures, and
transportation markets. Arcosa reports its financial results in
three principal business segments: Construction Products,
Engineered Structures, and Transportation Products. 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,” “strategy,” “plans,” 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
the completion of the Ameron acquisition; the impact of pandemics
on Arcosa’s business; failure to successfully integrate
acquisitions or divest any business, or failure to achieve the
expected benefits of acquisitions or divestitures; 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; ability to improve margins; the impact of inflation and
costs of materials; assumptions regarding achievements of the
expected benefits from the Inflation Reduction Act; the delivery or
satisfaction of any backlog or firm orders; 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, 2023 and as may
be revised and updated by Arcosa's Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K.
Reconciliation of Ameron Pro Forma Adjusted EBITDA (in
millions) (unaudited)
“EBITDA” is defined as net income plus interest, taxes,
depreciation, depletion, and amortization. “Pro-Forma Adjusted
EBITDA” is defined as Ameron's EBITDA plus pro forma adjustments
for non-recurring items. GAAP does not define Pro-Forma Adjusted
EBITDA and it should not be considered as an alternative to
earnings measures defined by GAAP, including net income. We believe
Pro-Forma Adjusted EBITDA assists investors in comparing a
company's performance on a consistent basis without regard to
depreciation, depletion, amortization, and other items which can
vary significantly depending on many factors.
Year Ended
December 31, 2023
Net income, before intercompany
adjustments
$
14.9
Add:
Interest expense, net
—
Provision for income taxes(1)
—
Depreciation and amortization expense
4.9
EBITDA
19.8
Add:
Inventory revaluation
(0.4
)
Other non-recurring
0.4
Pro Forma Adjusted EBITDA
$
19.8
(1) Pass through entity and not subject to federal income
taxes
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version on businesswire.com: https://www.businesswire.com/news/home/20240409385618/en/
MEDIA CONTACT: media@arcosa.com
INVESTOR CONTACTS
Gail M. Peck Chief Financial Officer
Erin Drabek Director of Investor Relations
T 972.942.6500 InvestorResources@arcosa.com
David Gold ADVISIRY Partners
T 212.661.2220 David.Gold@advisiry.com
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