Arcosa, Inc 8-K/A, filed Dec 16, 2024

Arcosa, Inc. (ACA)

8-K/A 2024-12-16 For: 2024-10-01

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Added on April 04, 2026

About this 8-K/A

Arcosa, Inc filed this 8-K/A on December 16, 2024, reporting on events of October 1, 2024.

Items reported

Item 9.01: Financial statements and exhibits

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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


Exhibit No.			Description
23.1			Consent of CBIZ CPAs, P.C., independent registered public accounting firm.
99.1			The audited consolidated financial statements of the Target and accompanying notes related thereto as of and for the year ended September 30, 2023.
99.2			The unaudited consolidated financial statements of the Target and accompanying notes related thereto as of and for the nine months ended June 30, 2024.
99.3			The unaudited pro forma condensed combined financial information of Arcosa, Inc. and accompanying notes related thereto as of and for the six months ended June 30, 2024 and the fiscal year ended December 31, 2023.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).


	Arcosa, Inc.
	(Registrant)

December 16, 2024	By:	/s/ Gail M. Peck
		Name: Gail M. Peck
		Title: Chief Financial Officer


			Pages


INDEPENDENT AUDITORS' REPORT			1 - 2

CONSOLIDATED FINANCIAL STATEMENTS

Balance Sheet			3 - 4
Statement of Operations			5
Statement of Changes in Equity			6
Statement of Cash Flows			7


NOTES TO FINANCIAL STATEMENTS			8 - 26


ASSETS
CURRENT ASSETS

Cash	$	25,396,673
Accounts receivable and contract receivables, net of allowance for losses of $1,074,621	55,659,718
Contract assets	1,014,427
Inventories	15,348,970
Prepaid expenses and other current assets	4,149,206
Current portion of derivative financial instrument	1,191,110
TOTAL CURRENT ASSETS	102,760,104

Property, plant, and equipment, at cost, less accumulated depreciation, amortization, and depletion	154,334,586
Investment in affiliate	6,442,433
Advances to related parties, net	513,332
Derivative financial instrument, noncurrent portion	3,767,190
Goodwill	4,884,732
Receivables from unconsolidated affiliated companies	3,759,644
Plant permit, net of accumulated amortization of $350,000	1,150,000
Right-of-use lease assets, net of accumulated amortization of $780,727	22,344,721
Intangibles, net of accumulated amortization of $2,061,096	2,148,904
Other assets, net	1,424,916
Cash surrender value of officers' life insurance	696,544
TOTAL OTHER ASSETS	47,132,416

TOTAL ASSETS	$	304,227,106


Date of Report (Date of Earliest Event Reported):						October 1, 2024


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


LIABILITIES AND EQUITY
CURRENT LIABILITIES

Current portion of long-term debt obligations	$	6,836,700
Accounts payable and accrued expenses	14,642,257
Lease liabilities, current portion	509,571
Contract liabilities	23,689
TOTAL CURRENT LIABILITIES	22,012,217

LONG-TERM LIABILITIES
Long-term debt obligations, less current portion above	35,811,925
Payables to unconsolidated affiliated companies	858,491
Lease liabilities, less current portion above	22,732,850
Asset retirement obligations	3,475,500
TOTAL LIABILITIES	84,890,983

STOCKHOLDERS' EQUITY
Common stock, no par value, 1,000 Class A voting shares authorized; 96 shares issued and outstanding	775,840
Common stock, no par value, 200,000 Class B nonvoting shares authorized; 102,962 shares issued and outstanding	102,962
Additional paid-in capital	3,977,555
Retained earnings	215,135,806
TOTAL STOCKHOLDERS' EQUITY	219,992,163
NONCONTROLLING INTEREST	(656,040)
TOTAL EQUITY	219,336,123
TOTAL LIABILITIES AND EQUITY	$	304,227,106


Product revenue	$	224,850,930
Service revenue	30,549,166
TOTAL REVENUES	255,400,096

Cost of products sold	146,992,684
Cost of services provided	32,394,643
TOTAL COST OF REVENUES	179,387,327

GROSS PROFIT	76,012,769

General and administrative expenses	25,097,632
Gain on disposal of property, plant, and equipment	7,344,720
OPERATING INCOME	58,259,857

OTHER INCOME (EXPENSES)
Unrealized losses on derivative financial instrument	(32,594)
Other income, net	152,851
Rental income	1,711,820
Interest income	15,458
Interest expense	(1,292,265)
OTHER INCOME (EXPENSES), NET	555,270

NET INCOME	58,815,127
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS	1,155,627
NET INCOME ATTRIBUTABLE TO STAVOLA HOLDING CORPORATION	$	59,970,754


	Common Stock					Additional				Total
	Class A			Class B		Paid-in		Retained		Stockholders'		Noncontrolling		Total
	Shares	Amount		Shares	Amount	Capital		Earnings		Equity		Interests		Equity
Balances, September 30, 2022	96	$	775,840	102,962	$102,962	$	3,977,555	$	204,196,494	$	209,052,851	$	499,587	$	209,552,438
Net income (loss)	—	—		—	—	—		59,970,754		59,970,754		(1,155,627)		58,815,127
Distributions to stockholders	—	—		—	—	—		(49,031,442)		(49,031,442)		—		(49,031,442)
Balances, September 30, 2023	96	$	775,840	102,962	$102,962	$	3,977,555	$	215,135,806	$	219,992,163	$	(656,040)	$	219,336,123


CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	58,815,127
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation, amortization and depletion	16,986,690
Amortization of intangible assets and other assets, net	584,628
Accretion expense	127,500
Bad debt recovery	(405,349)
Unrealized losses on fair value of derivative financial instrument	32,594
Gain on disposal of property, plant, and equipment	(7,344,720)
Non-cash lease expense	780,727
Increase in cash surrender value of officers' life insurance	(11,720)
Decrease (increase) in operating assets
Accounts receivable and contract receivables, net	20,468,722
Contract assets	449,098
Inventories	(3,809,870)
Prepaid expenses and other current assets	(844,358)
Decrease in operating liabilities
Accounts payable and accrued expenses	(7,216,517)
Operating lease liabilities	(1,096,425)
Contract liabilities	(95,136)
Total adjustments	18,605,864
NET CASH FLOWS FROM OPERATING ACTIVITIES	77,420,991

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant, and equipment	(23,842,750)
Proceeds from sale of property, plant, and equipment	10,208,438
Increase in receivables from unconsolidated affiliated companies	(251,942)
Increase in other assets, net	(406,369)
NET CASH FLOWS FROM INVESTING ACTIVITIES	(14,292,623)

CASH FLOWS FROM FINANCING ACTIVITIES
Net repayments under revolving line of credit	(5,000,000)
Repayments of long-term debt obligations	(8,083,910)
Distributions of stockholders	(49,031,442)
NET CASH FLOWS FROM FINANCING ACTIVITIES	(62,115,352)
NET INCREASE IN CASH AND CASH EQUIVALENTS	1,013,016
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR	24,383,657
CASH AND CASH EQUIVALENTS - END OF YEAR	$	25,396,673


Raw materials	$	1,313,230
Finished goods	14,035,740

Total inventories	$	15,348,970


						Estimated
ASSETS						Useful Lives

Land improvements						3-20 Years
Buildings and building improvements						5-39 Years
Plants						7-15 Years
Machinery and equipment						3-10 Years
Automobiles and trucks						3-5 Years
Capitalized quarry reclamation costs						20 Years
Furniture, fixtures, and office equipment						7 Years


			Quoted Prices in		Significant Other
			Active Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
Description	Fair Value		(Level 1)		(Level 2)		(Level 3)
Cash surrender value of life insurance	$	696,544	$	—	$	—	$	696,544
Derivative financial instrument	$	4,958,300	$	—	$	4,958,300	$	—


Balance, beginning of year	$	684,824
Total unrealized gains	11,720
Balance, end of year	$	696,544


As of September 30, 2023
	Stavola Mining and		Rosano Howell		Stavola Holdings
	Development, LLC		Asphalt		Pennsylvania, LLC
Balance sheets	and Subsidiary		Company, LLC		and Subsidiaries
Assets
Cash	$	—	$	—	$	200
Accounts receivable	1,141,895		1,830,806		2,592,985
Inventories	—		—		1,936,671
Prepaid expenses and other current assets	73,704		616,815		922,934
Property, plant, and equipment, net	3,045,318		443,228		31,723,607
Goodwill	—		—		1,097,250
Intangible assets, net	—		—		1,689,863
Plant permits, net	—		—		1,150,000
Total assets	$	4,260,917	$	2,890,849	$	41,113,510
Liabilities and members' equity (deficit)
Accounts payable and accrued expenses	$	25,701,632	$	6,233,975	$	16,985,709
Members' equity (deficit)	(21,440,715)		(3,343,126)		24,127,801
Total liabilities and members' equity (deficit)	$	4,260,917	$	2,890,849	$	41,113,510
For the Year Ended September 30, 2023
	Stavola Mining and		Rosano Howell		Stavola Holdings
Summarized statements of operations	Development, LLC		Asphalt		Pennsylvania, LLC
Revenues	$	—	$	—	$	6,585,164
Cost of sales	—		—		(6,370,456)
General and administrative expenses	—		—		(663,098)
Other income (expense), net	(177,064)		(581,919)		51,746
Net loss	$	(177,064)	$	(581,919)	$	(396,644)


Asphalt	$	156,830,796
Aggregates	59,758,375
Contracting	30,549,166
Recycling	8,261,759
Total revenues	$	255,400,096


Contract assets:
Costs and estimated earnings in excess of billings on uncompleted contracts	$	304,051
Retainage receivable	710,376
	$	1,014,427

Contract liabilities:
Retainage payable	$	23,689


Costs incurred on uncompleted contracts	$	18,865,096
Estimated earnings on uncompleted contracts	685,104
	19,550,200
Less billings on uncompleted contracts	19,246,149
	$	304,051


Contract assets:
Contract assets, beginning of year	$	1,463,525
Change in costs and estimated earnings in excess of billings on uncompleted contracts	(354,804)
Change in retainage receivable	(94,294)
Contract assets, end of year	$	1,014,427

Contract liabilities:
Contract liabilities, beginning of year	$	118,825
Change in billings in excess of estimated costs and estimated earnings on uncompleted contracts	(62,441)
Change in retainage receivable	(32,695)
Contract liabilities, end of year	$	23,689


Land and land improvements	$	39,535,507
Mineral rights of properties	17,063,061
Buildings and building improvements	12,665,712
Plants	96,351,525
Machinery and equipment	83,031,568
Automobiles and trucks	10,410,879
Capitalized quarry reclamation costs	2,107,632
Furniture, fixtures, and office equipment	886,055
Construction-in-progress	5,713,134
	267,765,073
Less accumulated depreciation, amortization, and depletion	113,430,487
	$	154,334,586


	Weighted	Gross
	Average	Carrying		Accumulated		Net Carrying
	Useful Life	Amount		Amortization		Amount
Customer relationships	5.3	$	4,200,000	$	(2,051,096)	$	2,148,904
Plant permit	7.7	1,500,000		(350,000)		1,150,000
Other	—	10,000		(10,000)		—
		$	5,710,000	$	(2,411,096)	$	3,298,904


Years Ending September 30,
2024	$	540,000
2025	540,000
2026	540,000
2027	249,000
2028	240,000
Thereafter	1,189,904
	$	3,298,904


Balance sheets	(Unaudited)	September 30, 2023
Assets
Current assets		$	9,024,318
Other assets		17,230,253
Total assets		$	26,254,571

Liabilities and partners' capital
Long-term liabilities		$	4,203,392
Partners' capital		22,051,179
Total liabilities and partners' capital		$	26,254,571

		Year Ended
Summarized statements of income	(Unaudited)	September 30, 2023
Revenues		$	3,494,599
Gross profit		$	2,600,612
Net income		$	2,544,302


Term loan agreement	$	40,000,000
Notes payable	2,329,455
Term loan payable	319,170
Total long-term debt	42,648,625
Less current portion	6,836,700
Noncurrent portion	$	35,811,925


Balance, beginning of year	$	1,848,000
Present value of new asset retirement obligation	1,500,000
Accretion expense	127,500
Balance, end of year	$	3,475,500


Stavola Management Company	$	2,934,395
Stavola Realty Company	551,274
Other Affiliates	273,975
Progress Park Associates, Inc.	(858,491)
	$	2,901,153


Receivables from unconsolidated affiliates	$	3,759,644

Payables from unconsolidated affiliates	$	858,491


Years Ending September 30,

2024	$	1,216,000
2025	1,216,000
2026	1,191,000
2027	910,000
2028	910,000
Thereafter	37,745,000
	$	43,188,000


Operating lease cost	$	2,551,539
Short-term lease cost	494,091
Variable lease cost	64,138

Total lease cost	$	3,109,768


Year Ending September 30,
2024	$	2,223,000
2025	2,231,000
2026	2,353,000
2027	2,443,000
2028	2,452,000
Thereafter	30,525,000
Total future minimum lease payments	42,227,000
Less: imputed interest	18,984,579
	23,242,421
Less current portion	509,571
	$	22,732,850


Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	2,867,237

Right-of-use assets obtained in exchange for lease obligations at adoption date:
Operating leases	$	23,125,477

Right-of-use assets obtained in exchange for lease obligations after adoption date:
Operating leases	$	—


Weighted average remaining lease term, in years:
Operating leases	16.80

Weighted average discount rate:
Operating leases	7.45		%


			Pages


CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Balance Sheet			1 - 2
Statement of Operations			3
Statement of Changes in Equity			4
Statement of Cash Flows			5


NOTES TO FINANCIAL STATEMENTS			6 - 15


LIABILITIES
CURRENT LIABILITIES

Current portion of long-term debt obligations	$	6,496,820
Accounts payable and accrued expenses	30,704,768
Lease liabilities, current portion	544,415
Contract liabilities	819,681
TOTAL CURRENT LIABILITIES	38,565,684

Long-term debt obligations, less current portion above	31,352,375
Payables to unconsolidated affiliated companies	1,663,054
Lease liabilities, less current portion above	22,321,836
Asset retirement obligations	3,560,557
TOTAL LIABILITIES	97,463,506

EQUITY
STOCKHOLDERS' EQUITY
Common stock, no par value, 1,000 Class A voting shares authorized; 96 shares issued and outstanding	775,840
Common stock, no par value, 200,000 Class B nonvoting shares authorized; 102,962 shares issued and outstanding	102,962
Additional paid-in capital	3,977,555
Retained earnings	225,138,720
TOTAL STOCKHOLDERS' EQUITY	229,995,077
NONCONTROLLING INTERESTS	(2,737,282)
TOTAL EQUITY	227,257,795
TOTAL LIABILITIES AND EQUITY	$	324,721,301


Product Revenue	$	179,658,938
Service Revenue	20,203,439
TOTAL REVENUES	199,862,377

Cost of products sold	115,706,968
Cost of services provided	21,276,754
TOTAL COST OF REVENUES	136,983,722

GROSS PROFIT	62,878,655

General and administrative expenses	19,070,879
Gain on disposal of property, plant, and equipment	28,247
OPERATING INCOME	43,836,023

OTHER INCOME (EXPENSES)
Unrealized losses on derivative financial instrument	(1,148,150)
Other income, net	(298,894)
Rental income	1,330,315
Interest income	613,800
Interest expense	(931,410)
OTHER INCOME (EXPENSES), NET	(434,339)

NET INCOME	43,401,684
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS	2,081,242
NET INCOME ATTRIBUTABLE TO STAVOLA HOLDING CORPORATION	$	45,482,926


Raw materials	$	1,260,822
Finished goods	12,472,435

Total inventories	$	13,733,257


Balance, beginning of period	$	696,544
Total unrealized gains	13,511
Balance, end of period	$	710,055


As of June 30, 2024
	Stavola Mining and		Rosano Howell		Stavola Holdings
	Development, LLC		Asphalt		Pennsylvania, LLC
Balance sheet	and Subsidiary		Company, LLC		and Subsidiaries
Assets
Cash	$	—	$	—	$	—
Accounts receivable	1,140,940		1,838,031		2,972,544
Inventories	—		—		2,972,628
Prepaid expenses and other current assets	76,869		714,856		1,345,476
Property, plant, and equipment, net	2,909,904		445,287		31,784,902
Goodwill	—		—		1,097,250
Intangible assets, net	—		—		1,509,863
Plant permits, net	—		—		1,037,500
Total assets	$	4,127,713	$	2,998,174	$	42,720,163
Liabilities and members' equity (deficit)
Accounts payable and accrued expenses	$	25,701,632	$	6,700,513	$	20,181,187
Members' equity (deficit)	(21,573,919)		(3,702,339)		22,538,976
Total liabilities and members' equity (deficit)	$	4,127,713	$	2,998,174	$	42,720,163

For the Nine-Months Ended June 30, 2024
	Stavola Mining and		Rosano Howell		Stavola Holdings
	Development, LLC		Asphalt		Pennsylvania, LLC
	and Subsidiary		Company, LLC		and Subsidiaries
Summarized statement of operations
Revenues	$	—	$	—	$	6,266,945
Cost of sales	—		—		(7,268,968)
General and administrative expenses	(901)		(6,014)		(612,391)
Other income (expense), net	(132,303)		(353,197)		25,587
Net loss	$	(133,204)	$	(359,211)	$	(1,588,827)


Asphalt	$	122,365,441
Aggregates	51,031,048
Contracting	20,203,439
Recycling	6,262,449
Total revenues	$	199,862,377