(Mark One)
|
|
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
|
|
OR
|
¨
|
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
82-5339416
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
500 N. Akard Street, Suite 400, Dallas, Texas
|
75201
|
(Address of principal executive offices)
|
(Zip Code)
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Title of each class
|
Name of each exchange
on which registered
|
Common Stock ($0.01 par value)
|
New York Stock Exchange
|
Caption
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Page
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Construction Products
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|
Energy Equipment
|
|
Transportation Products
|
|
|
|
|
|
|
|
Primary products
|
|
•
Natural aggregates
•
Lightweight aggregates
•
Specialty milled or processed materials
•
Trench shields and shoring products
|
|
•
Wind towers
•
Utility structures
•
Storage tanks
|
|
•
Inland barges
•
Fiberglass barge covers and other components
•
Axles and couplers for railcars and locomotives
•
Industrial and mining components
|
Primary markets served
|
|
•
Residential, commercial, and industrial construction
•
Road and bridge construction
•
Underground construction
•
Agriculture
•
Specialty building products
|
|
•
Wind power generation
•
Power transmission and distribution
•
Gas and liquids storage for residential, agriculture, and industrial markets
|
|
•
Transportation products serving numerous markets, including:
•
Agriculture/food products
•
Refined products
•
Chemicals
•
Upstream oil
•
Railcar manufacturers and maintenance operations
|
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
|
|
(in millions)
|
||||||
Energy Equipment Group:
|
|
|
|
|
||||
Wind towers and utility structures
|
|
$
|
633.1
|
|
|
$
|
899.0
|
|
Other
|
|
$
|
55.1
|
|
|
*
|
|
|
|
|
|
|
|
||||
Transportation Products Group:
|
|
|
|
|
||||
Inland barges
|
|
$
|
230.5
|
|
|
$
|
98.2
|
|
Business Group
|
December 31,
2018 |
|
Construction Products Group
|
1,159
|
|
Energy Equipment Group
|
3,366
|
|
Transportation Products Group
|
1,261
|
|
Corporate
|
103
|
|
|
5,889
|
|
Name
|
|
Age
|
|
Office
|
|
Officer
Since
|
Antonio Carrillo*
|
|
52
|
|
President and Chief Executive Officer
|
|
2018
|
Scott C. Beasley*
|
|
38
|
|
Chief Financial Officer
|
|
2018
|
Reid S. Essl*
|
|
37
|
|
President, Construction Products
|
|
2018
|
Kerry S. Cole*
|
|
50
|
|
President, Energy Equipment
|
|
2018
|
Jesse E. Collins, Jr.*
|
|
52
|
|
President, Transportation Products
|
|
2018
|
Bryan P. Stevenson*
|
|
46
|
|
Chief Legal Officer
|
|
2018
|
Kathryn A. Collins
|
|
55
|
|
Chief Human Resources Officer
|
|
2018
|
Mary E. Henderson*
|
|
60
|
|
Chief Accounting Officer
|
|
2018
|
Gail M. Peck
|
|
51
|
|
Senior Vice President, Finance and Treasurer
|
|
2018
|
•
|
allow Arcosa to more effectively pursue its own distinct operating priorities and strategies, enable Arcosa's management to pursue its own separate opportunities for long-term growth and profitability and to recruit, retain, and motivate employees pursuant to compensation policies which are appropriate for Arcosa's lines of business;
|
•
|
permit Arcosa to concentrate its financial resources solely on its own operations, providing greater flexibility to invest capital in its business in a time and manner appropriate for its distinct strategy and business needs; and
|
•
|
enable investors to evaluate the merits, performance, and future prospects of Arcosa's businesses and to invest in Arcosa separately based on these distinct characteristics.
|
•
|
Arcosa will need to make significant investments to replicate or outsource certain systems, infrastructure, and functional expertise after its Separation from Trinity. These initiatives to develop Arcosa’s independent ability to operate without access to Trinity’s existing operational and administrative infrastructure will be costly to implement. Arcosa may not be able to operate its business efficiently or at comparable costs, and its profitability may decline; and
|
•
|
Arcosa has relied upon Trinity for working capital requirements and other cash requirements, including in connection with Arcosa’s previous acquisitions. Subsequent to the Separation, Trinity no longer provides Arcosa with funds to finance Arcosa’s working capital or other cash requirements. Arcosa’s access to and cost of debt financing may be different from the historical access to and cost of debt financing under Trinity. Differences in access to and cost of debt financing may result in differences in the interest rate charged to Arcosa on financings, as well as the amounts of indebtedness, types of financing structures, and debt markets that may be available to Arcosa, which could have an adverse effect on Arcosa’s business, financial condition, results of operations, and cash flows.
|
•
|
entering into any transaction resulting in the acquisition of 40 percent or more of its stock or substantially all of its assets, whether by merger or otherwise;
|
•
|
merging, consolidating, or liquidating;
|
•
|
issuing equity securities beyond certain thresholds;
|
•
|
repurchasing its capital stock unless certain condition are met; and
|
•
|
ceasing to actively conduct its business.
|
•
|
Arcosa’s quarterly or annual earnings, or those of other companies in its industry;
|
•
|
the failure of securities analysts to cover Arcosa common stock as a stand-alone company;
|
•
|
actual or anticipated fluctuations in Arcosa’s operating results;
|
•
|
changes in earnings estimates by securities analysts or Arcosa’s ability to meet those estimates;
|
•
|
Arcosa’s ability to meet its forward looking guidance;
|
•
|
the operating and stock price performance of other comparable companies;
|
•
|
overall market fluctuations and domestic and worldwide economic conditions; and
|
•
|
other factors described in these “Risk Factors” and elsewhere in this Annual Report on Form 10-K.
|
•
|
rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings;
|
•
|
the right of Arcosa’s Board of Directors to issue preferred stock without stockholder approval;
|
•
|
the ability of Arcosa’s directors, and not stockholders, to fill vacancies (including those resulting from an enlargement of the Board of Directors) on Arcosa’s Board of Directors;
|
•
|
the initial division of Arcosa’s Board of Directors into three classes of directors, with each class serving a staggered term; and
|
•
|
a provision that directors serving on a classified board may be removed by stockholders only for cause.
|
|
Approximate Square Feet
(1)
|
|
Approximate Square Feet Located In
(1)
|
|||||||||||
|
Owned
|
|
Leased
|
|
US
|
|
Mexico
|
|
Canada
|
|||||
Construction Products Group
|
625,300
|
|
|
61,100
|
|
|
636,200
|
|
|
—
|
|
|
50,200
|
|
Energy Equipment Group
|
2,265,300
|
|
|
448,500
|
|
|
1,679,100
|
|
|
1,034,700
|
|
|
—
|
|
Transportation Products Group
|
1,505,100
|
|
|
116,300
|
|
|
1,621,400
|
|
|
—
|
|
|
—
|
|
Corporate and Business Unit Offices
(2)
|
20,200
|
|
|
50,200
|
|
|
50,200
|
|
|
20,200
|
|
|
—
|
|
|
4,415,900
|
|
|
676,100
|
|
|
3,986,900
|
|
|
1,054,900
|
|
|
50,200
|
|
|
Production Capacity Utilized
(1)
|
|
Construction Products Group
(2)
|
75
|
%
|
Energy Equipment Group
|
70
|
%
|
Transportation Products Group
|
55
|
%
|
|
11/1/2018
|
|
11/30/18
|
|
12/31/2018
|
||||||
Arcosa, Inc.
|
$
|
100
|
|
|
$
|
99
|
|
|
$
|
101
|
|
S&P Small Cap 600 Index
|
$
|
100
|
|
|
$
|
100
|
|
|
$
|
88
|
|
S&P Small Cap 600 Construction & Engineering Industry Index
|
$
|
100
|
|
|
$
|
97
|
|
|
$
|
87
|
|
Period
|
|
Number of Shares Purchased
(1)
|
|
Average Price Paid per Share
(1)
|
|
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
(2)
|
|
Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
(2)
|
||||||
October 1, 2018 through October 31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
November 1, 2018 through November 30, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
December 1, 2018 through December 31, 2018
|
|
136,037
|
|
|
$
|
24.40
|
|
|
124,272
|
|
|
$
|
47,002,522
|
|
Total
|
|
136,037
|
|
|
$
|
24.40
|
|
|
124,272
|
|
|
$
|
47,002,522
|
|
(1)
|
These columns include the following transactions during the three months ended
December 31, 2018
: (i) the surrender to the Company of 11,765 shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees and (ii) the purchase of
124,272
shares of common stock on the open market as part of the stock repurchase program.
|
(2)
|
In
December 2018
, the Company’s Board of Directors authorized a new
$50 million
share repurchase program that expires
December 31, 2020
.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(in millions, except per share data)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
1,460.4
|
|
|
$
|
1,462.4
|
|
|
$
|
1,704.0
|
|
|
$
|
2,140.4
|
|
|
$
|
1,966.8
|
|
Income before income taxes
|
95.0
|
|
|
130.1
|
|
|
197.2
|
|
|
219.2
|
|
|
241.5
|
|
|||||
Provision for income taxes
|
19.3
|
|
|
40.4
|
|
|
74.2
|
|
|
84.2
|
|
|
85.0
|
|
|||||
Net income
|
$
|
75.7
|
|
|
$
|
89.7
|
|
|
$
|
123.0
|
|
|
$
|
135.0
|
|
|
$
|
156.5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.55
|
|
|
$
|
1.84
|
|
|
$
|
2.52
|
|
|
$
|
2.77
|
|
|
$
|
3.21
|
|
Diluted
|
$
|
1.54
|
|
|
$
|
1.84
|
|
|
$
|
2.52
|
|
|
$
|
2.77
|
|
|
$
|
3.21
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average number of shares outstanding
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
48.8
|
|
|
48.8
|
|
|
48.8
|
|
|
48.8
|
|
|
48.8
|
|
|||||
Diluted
|
48.9
|
|
|
48.8
|
|
|
48.8
|
|
|
48.8
|
|
|
48.8
|
|
|||||
Dividends declared per common share
|
$
|
0.05
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
2,172.2
|
|
|
$
|
1,602.5
|
|
|
$
|
1,526.3
|
|
|
$
|
1,603.7
|
|
|
$
|
1,687.5
|
|
Debt
|
$
|
185.5
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
|
$
|
0.7
|
|
|
December 31,
2018 |
|
December 31, 2017
|
||||
|
(in millions)
|
||||||
Energy Equipment Group:
|
|
|
|
||||
Wind towers and utility structures
|
$
|
633.1
|
|
|
$
|
899.0
|
|
Other
|
$
|
55.1
|
|
|
*
|
|
|
|
|
|
|
||||
Transportation Products Group:
|
|
|
|
||||
Inland barges
|
$
|
230.5
|
|
|
$
|
98.2
|
|
|
Year Ended December 31, 2018
|
|
|
|
|||||||||||
|
Revenues
|
|
Percent Change 2018 versus 2017
|
||||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
|||||||||
|
($ in millions)
|
|
|
||||||||||||
Construction Products Group
|
$
|
292.3
|
|
|
$
|
—
|
|
|
$
|
292.3
|
|
|
12.9
|
|
%
|
Energy Equipment Group
|
776.7
|
|
|
3.4
|
|
|
780.1
|
|
|
(7.6
|
)
|
|
|||
Transportation Products Group
|
391.4
|
|
|
—
|
|
|
391.4
|
|
|
7.7
|
|
|
|||
Segment Totals before Eliminations
|
1,460.4
|
|
|
3.4
|
|
|
1,463.8
|
|
|
(0.2
|
)
|
|
|||
Eliminations
|
—
|
|
|
(3.4
|
)
|
|
(3.4
|
)
|
|
|
|
||||
Consolidated Total
|
$
|
1,460.4
|
|
|
$
|
—
|
|
|
$
|
1,460.4
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Year Ended December 31, 2017
|
|
|
|
|||||||||||
|
Revenues
|
|
Percent Change 2017 versus 2016
|
||||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
|||||||||
|
($ in millions)
|
|
|
|
|||||||||||
Construction Products Group
|
$
|
258.9
|
|
|
$
|
—
|
|
|
$
|
258.9
|
|
|
2.8
|
|
%
|
Energy Equipment Group
|
840.2
|
|
|
3.9
|
|
|
844.1
|
|
|
2.0
|
|
|
|||
Transportation Products Group
|
363.3
|
|
|
—
|
|
|
363.3
|
|
|
(42.1
|
)
|
|
|||
Segment Totals before Eliminations
|
1,462.4
|
|
|
3.9
|
|
|
1,466.3
|
|
|
(14.1
|
)
|
|
|||
Eliminations
|
—
|
|
|
(3.9
|
)
|
|
(3.9
|
)
|
|
|
|
||||
Consolidated Total
|
$
|
1,462.4
|
|
|
$
|
—
|
|
|
$
|
1,462.4
|
|
|
(14.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Year Ended December 31, 2016
|
|
|
|
|||||||||||
|
Revenues
|
|
|
|
|||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
|
|
|||||||
|
($ in millions)
|
|
|
|
|||||||||||
Construction Products Group
|
$
|
251.9
|
|
|
$
|
—
|
|
|
$
|
251.9
|
|
|
|
|
|
Energy Equipment Group
|
824.6
|
|
|
2.8
|
|
|
827.4
|
|
|
|
|
||||
Transportation Products Group
|
627.5
|
|
|
—
|
|
|
627.5
|
|
|
|
|
||||
Segment Totals before Eliminations
|
1,704.0
|
|
|
2.8
|
|
|
1,706.8
|
|
|
|
|
||||
Eliminations
|
—
|
|
|
(2.8
|
)
|
|
(2.8
|
)
|
|
|
|
||||
Consolidated Total
|
$
|
1,704.0
|
|
|
$
|
—
|
|
|
$
|
1,704.0
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Construction Products Group
|
$
|
241.9
|
|
|
$
|
205.2
|
|
|
$
|
192.6
|
|
Energy Equipment Group
|
751.5
|
|
|
765.7
|
|
|
739.7
|
|
|||
Transportation Products Group
|
343.0
|
|
|
324.3
|
|
|
540.2
|
|
|||
All Other
|
0.1
|
|
|
0.1
|
|
|
2.1
|
|
|||
Segment Totals before Eliminations and Corporate Expenses
|
1,336.5
|
|
|
1,295.3
|
|
|
1,474.6
|
|
|||
Corporate
|
32.1
|
|
|
39.3
|
|
|
31.4
|
|
|||
Eliminations
|
(3.1
|
)
|
|
(3.9
|
)
|
|
(2.8
|
)
|
|||
Consolidated Total
|
$
|
1,365.5
|
|
|
$
|
1,330.7
|
|
|
$
|
1,503.2
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Construction Products Group
|
$
|
50.4
|
|
|
$
|
53.7
|
|
|
$
|
59.3
|
|
Energy Equipment Group
|
28.6
|
|
|
78.4
|
|
|
87.7
|
|
|||
Transportation Products Group
|
48.4
|
|
|
39.0
|
|
|
87.3
|
|
|||
All Other
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(2.1
|
)
|
|||
Segment Totals before Eliminations and Corporate Expenses
|
127.3
|
|
|
171.0
|
|
|
232.2
|
|
|||
Corporate
|
(32.1
|
)
|
|
(39.3
|
)
|
|
(31.4
|
)
|
|||
Eliminations
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|||
Consolidated Total
|
$
|
94.9
|
|
|
$
|
131.7
|
|
|
$
|
200.8
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Interest income
|
$
|
(0.4
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
Foreign currency exchange transactions
|
(0.2
|
)
|
|
2.2
|
|
|
4.8
|
|
|||
Other
|
(0.4
|
)
|
|
(0.5
|
)
|
|
(1.1
|
)
|
|||
Other, net
|
$
|
(1.0
|
)
|
|
$
|
1.6
|
|
|
$
|
3.6
|
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 versus 2017
|
|
2017 versus 2016
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Construction aggregates
|
$
|
217.9
|
|
|
$
|
204.9
|
|
|
$
|
213.4
|
|
|
6.3
|
%
|
|
(4.0
|
)%
|
Other
|
74.4
|
|
|
54.0
|
|
|
38.5
|
|
|
37.8
|
|
|
40.3
|
|
|||
Total revenues
|
292.3
|
|
|
258.9
|
|
|
251.9
|
|
|
12.9
|
|
|
2.8
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Operating costs:
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of revenues
|
212.6
|
|
|
178.6
|
|
|
170.8
|
|
|
19.0
|
|
|
4.6
|
|
|||
Selling, engineering, and administrative costs
|
29.3
|
|
|
26.6
|
|
|
21.8
|
|
|
10.2
|
|
|
22.0
|
|
|||
Operating profit
|
$
|
50.4
|
|
|
$
|
53.7
|
|
|
$
|
59.3
|
|
|
(6.1
|
)
|
|
(9.4
|
)
|
Operating profit margin
|
17.2
|
%
|
|
20.7
|
%
|
|
23.5
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation, depletion, and amortization
|
$
|
21.9
|
|
|
$
|
18.4
|
|
|
$
|
16.0
|
|
|
19.0
|
|
|
15.0
|
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 versus 2017
|
|
2017 versus 2016
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Wind towers and utility structures
|
$
|
582.9
|
|
|
$
|
652.1
|
|
|
$
|
641.1
|
|
|
(10.6
|
)%
|
|
1.7
|
%
|
Other
|
197.2
|
|
|
192.0
|
|
|
186.3
|
|
|
2.7
|
|
|
3.1
|
|
|||
Total revenues
|
780.1
|
|
|
844.1
|
|
|
827.4
|
|
|
(7.6
|
)
|
|
2.0
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Operating costs:
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of revenues
|
658.3
|
|
|
691.7
|
|
|
670.3
|
|
|
(4.8
|
)
|
|
3.2
|
|
|||
Selling, engineering, and administrative costs
|
70.0
|
|
|
74.0
|
|
|
69.4
|
|
|
(5.4
|
)
|
|
6.6
|
|
|||
Impairment charge
|
23.2
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||
Operating profit
|
$
|
28.6
|
|
|
$
|
78.4
|
|
|
$
|
87.7
|
|
|
(63.5
|
)
|
|
(10.6
|
)
|
Operating profit margin
|
3.7
|
%
|
|
9.3
|
%
|
|
10.6
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
$
|
29.7
|
|
|
$
|
30.2
|
|
|
$
|
31.7
|
|
|
(1.7
|
)
|
|
(4.7
|
)
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 versus 2017
|
|
2017 versus 2016
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Inland barges
|
$
|
170.2
|
|
|
$
|
157.9
|
|
|
$
|
403.1
|
|
|
7.8
|
%
|
|
(60.8
|
)%
|
Steel components
|
221.2
|
|
|
205.4
|
|
|
224.4
|
|
|
7.7
|
|
|
(8.5
|
)
|
|||
Total revenues
|
391.4
|
|
|
363.3
|
|
|
627.5
|
|
|
7.7
|
|
|
(42.1
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Operating costs:
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of revenues
|
320.5
|
|
|
301.2
|
|
|
515.5
|
|
|
6.4
|
|
|
(41.6
|
)
|
|||
Selling, engineering, and administrative costs
|
22.5
|
|
|
23.1
|
|
|
24.7
|
|
|
(2.6
|
)
|
|
(6.5
|
)
|
|||
Operating profit
|
$
|
48.4
|
|
|
$
|
39.0
|
|
|
$
|
87.3
|
|
|
24.1
|
|
|
(55.3
|
)
|
Operating profit margin
|
12.4
|
%
|
|
10.7
|
%
|
|
13.9
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
$
|
15.5
|
|
|
$
|
17.1
|
|
|
$
|
17.9
|
|
|
(9.4
|
)
|
|
(4.5
|
)
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 versus 2017
|
|
2017 versus 2016
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Corporate overhead costs
|
$
|
32.1
|
|
|
$
|
39.3
|
|
|
$
|
31.4
|
|
|
(18.3
|
)%
|
|
25.2
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Total cash provided by (required by):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
118.5
|
|
|
$
|
162.0
|
|
|
$
|
227.8
|
|
Investing activities
|
(364.5
|
)
|
|
(126.4
|
)
|
|
(79.8
|
)
|
|||
Financing activities
|
338.6
|
|
|
(42.8
|
)
|
|
(144.2
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
92.6
|
|
|
$
|
(7.2
|
)
|
|
$
|
3.8
|
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
Contractual Obligations and Commercial Commitments
|
|
Total
|
|
1 Year
or Less
|
|
2-3
Years
|
|
4-5
Years
|
|
After
5 Years
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
Debt
|
|
$
|
185.5
|
|
|
$
|
1.9
|
|
|
$
|
2.3
|
|
|
$
|
181.3
|
|
|
$
|
—
|
|
Operating leases
|
|
28.6
|
|
|
7.7
|
|
|
9.2
|
|
|
4.1
|
|
|
7.6
|
|
|||||
Obligations for purchase of goods and services
|
|
188.4
|
|
|
131.2
|
|
|
39.4
|
|
|
17.8
|
|
|
—
|
|
|||||
Other
|
|
0.4
|
|
|
0.1
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
402.9
|
|
|
$
|
140.9
|
|
|
$
|
51.2
|
|
|
$
|
203.2
|
|
|
$
|
7.6
|
|
•
|
market conditions and customer demand for our business products and services;
|
•
|
the cyclical 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 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;
|
•
|
our ability to identify, consummate, or integrate acquisition of new businesses or products;
|
•
|
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;
|
•
|
competition and other competitive factors, including U.S. and foreign trade practices;
|
•
|
changing technologies;
|
•
|
surcharges and other fees added to fixed pricing agreements for steel, component parts, supplies and other raw materials;
|
•
|
interest rates and capital costs;
|
•
|
counter-party risks for financial instruments;
|
•
|
long-term funding of our operations;
|
•
|
taxes;
|
•
|
the stability of the governments and political and business conditions in certain foreign countries, particularly Mexico;
|
•
|
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 NAFTA and the USMCA;
|
•
|
the use of social or digital media to disseminate false, misleading and/or unreliable or inaccurate information;
|
•
|
the inability to sufficiently protect our intellectual property rights;
|
•
|
if the Company does not realize some or all of the benefits expected to result from the Separation, or if such benefits are delayed;
|
•
|
the Company's ongoing businesses may be adversely affected and subject to certain risks and consequences as a result of the Separation;
|
•
|
if the distribution does not qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, the Company's stockholders at the time of the distribution and the Company could be subject to significant tax liability; and
|
•
|
if the Separation does not comply with state and federal fraudulent conveyance laws and legal dividend requirements.
|
|
Page
|
/s/ ERNST & YOUNG LLP
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions, except per share amounts)
|
||||||||||
Revenues
|
$
|
1,460.4
|
|
|
$
|
1,462.4
|
|
|
$
|
1,704.0
|
|
Operating costs:
|
|
|
|
|
|
||||||
Cost of revenues
|
1,188.4
|
|
|
1,167.7
|
|
|
1,355.9
|
|
|||
Selling, engineering, and administrative expenses
|
153.9
|
|
|
163.0
|
|
|
147.3
|
|
|||
Impairment charge
|
23.2
|
|
|
—
|
|
|
—
|
|
|||
|
1,365.5
|
|
|
1,330.7
|
|
|
1,503.2
|
|
|||
Total operating profit
|
94.9
|
|
|
131.7
|
|
|
200.8
|
|
|||
|
|
|
|
|
|
||||||
Interest expense
|
0.9
|
|
|
—
|
|
|
—
|
|
|||
Other, net (income) expense
|
(1.0
|
)
|
|
1.6
|
|
|
3.6
|
|
|||
|
(0.1
|
)
|
|
1.6
|
|
|
3.6
|
|
|||
Income before income taxes
|
95.0
|
|
|
130.1
|
|
|
197.2
|
|
|||
Provision (benefit) for income taxes:
|
|
|
|
|
|
||||||
Current
|
(3.1
|
)
|
|
30.1
|
|
|
51.1
|
|
|||
Deferred
|
22.4
|
|
|
10.3
|
|
|
23.1
|
|
|||
|
19.3
|
|
|
40.4
|
|
|
74.2
|
|
|||
Net income
|
$
|
75.7
|
|
|
$
|
89.7
|
|
|
$
|
123.0
|
|
|
|
|
|
|
|
||||||
Net income per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.55
|
|
|
$
|
1.84
|
|
|
$
|
2.52
|
|
Diluted
|
$
|
1.54
|
|
|
$
|
1.84
|
|
|
$
|
2.52
|
|
Weighted average number of shares outstanding
(1)
:
|
|
|
|
|
|
||||||
Basic
|
48.8
|
|
|
48.8
|
|
|
48.8
|
|
|||
Diluted
|
48.9
|
|
|
48.8
|
|
|
48.8
|
|
|||
Dividends declared per common share
|
$
|
0.05
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Net income
|
$
|
75.7
|
|
|
$
|
89.7
|
|
|
$
|
123.0
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Derivative financial instruments:
|
|
|
|
|
|
||||||
Unrealized losses arising during the period, net of tax benefit of $0.3, $0.0, and $0.0
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|||
Currency translation adjustment:
|
|
|
|
|
|
||||||
Unrealized losses arising during the period, net of tax benefit of $0.3, $0.0, and $0.0
|
—
|
|
|
(1.4
|
)
|
|
(0.1
|
)
|
|||
Reclassification adjustments for losses included in net income, net of tax benefit of $0.0, $0.0, and $0.0
|
3.0
|
|
|
—
|
|
|
—
|
|
|||
|
2.1
|
|
|
(1.4
|
)
|
|
(0.1
|
)
|
|||
Comprehensive income
|
$
|
77.8
|
|
|
$
|
88.3
|
|
|
$
|
122.9
|
|
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
|
|
(in millions, except per share amounts)
|
||||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
99.4
|
|
|
$
|
6.8
|
|
Receivables, net of allowance for doubtful accounts of $8.7 and $8.6
|
|
291.4
|
|
|
165.3
|
|
||
Inventories:
|
|
|
|
|
||||
Raw materials and supplies
|
|
128.4
|
|
|
91.3
|
|
||
Work in process
|
|
33.3
|
|
|
47.2
|
|
||
Finished goods
|
|
90.8
|
|
|
108.3
|
|
||
|
|
252.5
|
|
|
246.8
|
|
||
Other
|
|
23.7
|
|
|
9.9
|
|
||
Total current assets
|
|
667.0
|
|
|
428.8
|
|
||
|
|
|
|
|
||||
Property, plant, and equipment, net
|
|
803.0
|
|
|
583.1
|
|
||
Goodwill
|
|
615.2
|
|
|
494.3
|
|
||
Deferred income taxes
|
|
6.9
|
|
|
8.8
|
|
||
Other assets
|
|
80.1
|
|
|
87.5
|
|
||
|
|
$
|
2,172.2
|
|
|
$
|
1,602.5
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
86.2
|
|
|
$
|
56.0
|
|
Accrued liabilities
|
|
146.2
|
|
|
118.0
|
|
||
Current portion of long-term debt
|
|
1.8
|
|
|
0.1
|
|
||
Total current liabilities
|
|
234.2
|
|
|
174.1
|
|
||
|
|
|
|
|
||||
Debt
|
|
183.7
|
|
|
0.4
|
|
||
Deferred income taxes
|
|
58.3
|
|
|
11.0
|
|
||
Other liabilities
|
|
11.5
|
|
|
9.1
|
|
||
|
|
487.7
|
|
|
194.6
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Former Parent's net investment
|
|
—
|
|
|
1,427.7
|
|
||
Common stock, $0.01 par value – 200.0 shares authorized at December 31, 2018; 0.0 at December 31, 2017; 48.8 shares issued and outstanding at December 31, 2018; 0.0 at December 31, 2017
|
|
0.5
|
|
|
—
|
|
||
Capital in excess of par value
|
|
1,685.7
|
|
|
—
|
|
||
Retained earnings
|
|
19.5
|
|
|
—
|
|
||
Accumulated other comprehensive loss
|
|
(17.7
|
)
|
|
(19.8
|
)
|
||
Treasury stock – 0.1 shares at December 31, 2018; 0.0 at December 31, 2017
|
|
(3.5
|
)
|
|
—
|
|
||
|
|
1,684.5
|
|
|
1,407.9
|
|
||
|
|
$
|
2,172.2
|
|
|
$
|
1,602.5
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in millions)
|
||||||||||
Operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
75.7
|
|
|
$
|
89.7
|
|
|
$
|
123.0
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation, depletion, and amortization
|
|
67.6
|
|
|
65.7
|
|
|
65.6
|
|
|||
Impairment charge
|
|
23.2
|
|
|
—
|
|
|
—
|
|
|||
Stock-based compensation expense
|
|
9.9
|
|
|
9.0
|
|
|
10.5
|
|
|||
Provision for deferred income taxes
|
|
22.4
|
|
|
10.3
|
|
|
23.1
|
|
|||
Gains on disposition of property and other assets
|
|
(1.1
|
)
|
|
(1.4
|
)
|
|
(1.3
|
)
|
|||
(Increase) decrease in other assets
|
|
6.4
|
|
|
(3.3
|
)
|
|
(4.3
|
)
|
|||
Increase (decrease) in other liabilities
|
|
(1.7
|
)
|
|
(7.6
|
)
|
|
0.9
|
|
|||
Other
|
|
(3.1
|
)
|
|
0.1
|
|
|
—
|
|
|||
Changes in current assets and liabilities:
|
|
|
|
|
|
|
||||||
(Increase) decrease in receivables
|
|
(80.9
|
)
|
|
(26.4
|
)
|
|
0.3
|
|
|||
(Increase) decrease in inventories
|
|
(29.9
|
)
|
|
24.3
|
|
|
56.4
|
|
|||
(Increase) decrease in other current assets
|
|
(10.8
|
)
|
|
(0.6
|
)
|
|
3.1
|
|
|||
Increase (decrease) in accounts payable
|
|
20.6
|
|
|
7.1
|
|
|
(20.5
|
)
|
|||
Increase (decrease) in accrued liabilities
|
|
20.2
|
|
|
(4.9
|
)
|
|
(29.0
|
)
|
|||
Net cash provided by operating activities
|
|
118.5
|
|
|
162.0
|
|
|
227.8
|
|
|||
Investing activities:
|
|
|
|
|
|
|
||||||
Proceeds from disposition of property and other assets
|
|
10.2
|
|
|
3.5
|
|
|
5.0
|
|
|||
Capital expenditures
|
|
(44.8
|
)
|
|
(82.4
|
)
|
|
(84.8
|
)
|
|||
Acquisitions, net of cash acquired
|
|
(333.2
|
)
|
|
(47.5
|
)
|
|
—
|
|
|||
Proceeds from divestitures
|
|
3.3
|
|
|
—
|
|
|
—
|
|
|||
Net cash required by investing activities
|
|
(364.5
|
)
|
|
(126.4
|
)
|
|
(79.8
|
)
|
|||
Financing activities:
|
|
|
|
|
|
|
||||||
Payments to retire debt
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
(0.5
|
)
|
|||
Proceeds from issuance of debt
|
|
180.0
|
|
|
0.6
|
|
|
—
|
|
|||
Shares repurchased
|
|
(3.5
|
)
|
|
—
|
|
|
—
|
|
|||
Capital contribution from Former Parent
|
|
200.0
|
|
|
—
|
|
|
—
|
|
|||
Net transfers from/(to) Former Parent and affiliates
|
|
(34.5
|
)
|
|
(43.0
|
)
|
|
(141.7
|
)
|
|||
Other
|
|
(3.1
|
)
|
|
(0.3
|
)
|
|
(2.0
|
)
|
|||
Net cash provided by (required by) financing activities
|
|
338.6
|
|
|
(42.8
|
)
|
|
(144.2
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
92.6
|
|
|
(7.2
|
)
|
|
3.8
|
|
|||
Cash and cash equivalents at beginning of period
|
|
6.8
|
|
|
14.0
|
|
|
10.2
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
99.4
|
|
|
$
|
6.8
|
|
|
$
|
14.0
|
|
|
|
|
|
Common
Stock
|
|
|
|
|
|
|
|
Treasury
Stock
|
|
|
||||||||||||||||||||
|
|
Former Parent's Net Investment
|
|
Shares
|
|
$0.01 Par Value
|
|
Capital in
Excess of
Par Value
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Shares
|
|
Amount
|
|
Total
Stockholders’
Equity
|
||||||||||||||||
|
|
|
|
(in millions, except par value)
|
||||||||||||||||||||||||||||||
Balances at December 31, 2015
|
|
$
|
1,386.6
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(18.3
|
)
|
|
—
|
|
|
$
|
—
|
|
|
$
|
1,368.3
|
|
Net income
|
|
123.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
123.0
|
|
|||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||||||
Net transfers from Former Parent and affiliates
|
|
(159.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(159.9
|
)
|
|||||||
Restricted shares, net
|
|
10.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.5
|
|
|||||||
Balances at December 31, 2016
|
|
$
|
1,360.2
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(18.4
|
)
|
|
—
|
|
|
$
|
—
|
|
|
$
|
1,341.8
|
|
Net income
|
|
89.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89.7
|
|
|||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|||||||
Net transfers from Former Parent and affiliates
|
|
(31.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31.2
|
)
|
|||||||
Restricted shares, net
|
|
9.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.0
|
|
|||||||
Balances at December 31, 2017
|
|
$
|
1,427.7
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(19.8
|
)
|
|
—
|
|
|
$
|
—
|
|
|
$
|
1,407.9
|
|
Cumulative effect of adopting new accounting standards (see Note 1)
|
|
(4.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
|||||||
Net income
|
|
53.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75.7
|
|
|||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|||||||
Capital contribution from Former Parent
|
|
200.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200.0
|
|
|||||||
Net transfers from Former Parent and affiliates
|
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|||||||
Distribution by Former Parent
|
|
(1,684.6
|
)
|
|
48.8
|
|
|
0.5
|
|
|
1,684.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Cash dividends on common stock
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
||||||||
Restricted shares, net
|
|
8.3
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
9.4
|
|
|||||||
Shares repurchased
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(3.0
|
)
|
|
(3.0
|
)
|
|||||||
Balances at December 31, 2018
|
|
$
|
—
|
|
|
48.8
|
|
|
$
|
0.5
|
|
|
$
|
1,685.7
|
|
|
$
|
19.5
|
|
|
$
|
(17.7
|
)
|
|
(0.1
|
)
|
|
$
|
(3.5
|
)
|
|
$
|
1,684.5
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Sales by Arcosa to Trinity businesses
|
$
|
160.3
|
|
|
$
|
148.3
|
|
|
$
|
187.2
|
|
Purchases by Arcosa from Trinity businesses
|
$
|
44.5
|
|
|
$
|
53.2
|
|
|
$
|
44.2
|
|
|
Unsatisfied performance obligations at
|
|||||
|
December 31, 2018
|
|||||
|
Total
Amount |
|
Percent expected to be delivered in 2019
|
|||
|
(in millions)
|
|
|
|||
Energy Equipment Group:
|
|
|
|
|||
Wind towers and utility structures
|
$
|
633.1
|
|
|
64.0
|
%
|
Other
|
$
|
55.1
|
|
|
100.0
|
%
|
|
|
|
|
|||
Transportation Products Group:
|
|
|
|
|||
Inland barges
|
$
|
230.5
|
|
|
94.0
|
%
|
|
As Reported
|
|
Adjustments
|
|
Balance without adjustment for adoption of ASU 2014-09
|
|||
|
(in millions)
|
|||||||
Consolidated and Combined Statement of Operations
|
|
|
|
|
|
|||
Revenues
|
1,460.4
|
|
|
(24.1
|
)
|
|
1,436.3
|
|
Cost of revenues
|
1,188.4
|
|
|
(17.8
|
)
|
|
1,170.6
|
|
Operating profit
|
94.9
|
|
|
(6.2
|
)
|
|
88.7
|
|
Income before income taxes
|
95.0
|
|
|
(6.2
|
)
|
|
88.8
|
|
Provision for income taxes
|
19.3
|
|
|
(1.4
|
)
|
|
17.9
|
|
Net income
|
75.7
|
|
|
(4.8
|
)
|
|
70.9
|
|
|
|
|
|
|
|
|||
Consolidated and Combined Balance Sheet
|
|
|
|
|
|
|||
Receivables, net of allowance
(1)
|
291.4
|
|
|
(46.5
|
)
|
|
244.9
|
|
Inventories:
|
|
|
|
|
|
|||
Raw materials
|
128.4
|
|
|
—
|
|
|
128.4
|
|
Work in process
|
33.3
|
|
|
17.8
|
|
|
51.1
|
|
Finished goods
|
90.8
|
|
|
27.8
|
|
|
118.6
|
|
|
|
|
|
|
|
|||
Accrued liabilities
|
146.2
|
|
|
(0.2
|
)
|
|
146.0
|
|
Deferred income taxes
|
58.3
|
|
|
(0.1
|
)
|
|
58.2
|
|
Capital in excess of par value
|
1,685.7
|
|
|
5.0
|
|
|
1,690.7
|
|
Retained earnings
|
19.5
|
|
|
(5.6
|
)
|
|
13.9
|
|
|
|
|
|
|
|
|||
Consolidated and Combined Statement of Cash Flows
|
|
|
|
|
|
|||
Operating activities:
|
|
|
|
|
|
|||
Net income
|
75.7
|
|
|
(4.8
|
)
|
|
70.9
|
|
Provisions for deferred income taxes
|
22.4
|
|
(1.3
|
)
|
|
21.1
|
|
|
(Increase) decrease in receivables
|
(80.9
|
)
|
|
38.6
|
|
|
(42.3
|
)
|
(Increase) decrease in inventories
|
(29.9
|
)
|
|
(17.8
|
)
|
|
(47.7
|
)
|
Increase (decrease) in accrued liabilities
|
20.2
|
|
|
(14.7
|
)
|
|
5.5
|
|
Net cash provided by operating activities
|
118.5
|
|
|
—
|
|
|
118.5
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Acquisitions:
|
|
|
|
|
|
||||||
Purchase price
|
$
|
334.1
|
|
|
$
|
63.0
|
|
|
$
|
—
|
|
Net cash paid
|
$
|
333.2
|
|
|
$
|
47.5
|
|
|
$
|
—
|
|
Goodwill recorded
|
$
|
120.9
|
|
|
$
|
25.0
|
|
|
$
|
—
|
|
|
December 31, 2018
|
||
|
(in millions)
|
||
Accounts receivable
|
$
|
23.7
|
|
Inventories
|
12.5
|
|
|
Property, plant, and equipment
|
83.4
|
|
|
Mineral reserves
|
137.1
|
|
|
Goodwill
|
111.4
|
|
|
Other assets
|
5.5
|
|
|
Accounts payable
|
(10.2
|
)
|
|
Accrued and other liabilities
|
(13.2
|
)
|
|
Capital lease obligations
|
(5.3
|
)
|
|
Deferred income taxes
|
(35.8
|
)
|
|
Total net assets acquired
|
$
|
309.1
|
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
||||
|
(in millions)
|
||||||
Revenues
|
$
|
1,604.1
|
|
|
$
|
1,594.4
|
|
Income before income taxes
|
$
|
97.6
|
|
|
$
|
133.6
|
|
|
Fair Value Measurement as of December 31, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
30.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30.0
|
|
Total assets
|
$
|
30.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30.0
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate hedge
(1)
|
$
|
—
|
|
|
$
|
1.2
|
|
|
$
|
—
|
|
|
$
|
1.2
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
1.2
|
|
|
$
|
—
|
|
|
$
|
1.2
|
|
|
|
|
|
|
|
|
|
||||||||
|
Fair Value Measurement as of December 31, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate hedge
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Revenues
|
|
Operating Profit (Loss)
|
|
Assets
|
|
Depreciation, Depletion, & Amortization
|
|
Capital Expenditures
|
||||||||||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
|
|
|
||||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Construction aggregates
|
|
|
|
|
$
|
217.9
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other
|
|
|
|
|
74.4
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Construction Products Group
|
$
|
292.3
|
|
|
$
|
—
|
|
|
292.3
|
|
|
$
|
50.4
|
|
|
$
|
769.8
|
|
|
$
|
21.9
|
|
|
$
|
17.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Wind towers and utility structures
|
|
|
|
|
582.9
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Other
|
|
|
|
|
197.2
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Energy Equipment Group
|
776.7
|
|
|
3.4
|
|
|
780.1
|
|
|
28.6
|
|
|
976.2
|
|
|
29.7
|
|
|
16.0
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Inland barges
|
|
|
|
|
170.2
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Steel components
|
|
|
|
|
221.2
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Transportation Products Group
|
391.4
|
|
|
—
|
|
|
391.4
|
|
|
48.4
|
|
|
305.0
|
|
|
15.5
|
|
|
10.3
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
All Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Segment Totals before Eliminations and Corporate
|
1,460.4
|
|
|
3.4
|
|
|
1,463.8
|
|
|
127.3
|
|
|
2,051.0
|
|
|
67.1
|
|
|
43.5
|
|
|||||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
(32.1
|
)
|
|
121.2
|
|
|
0.5
|
|
|
1.3
|
|
|||||||
Eliminations
|
—
|
|
|
(3.4
|
)
|
|
(3.4
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Consolidated and Combined Total
|
$
|
1,460.4
|
|
|
$
|
—
|
|
|
$
|
1,460.4
|
|
|
$
|
94.9
|
|
|
$
|
2,172.2
|
|
|
$
|
67.6
|
|
|
$
|
44.8
|
|
|
Revenues
|
|
Operating Profit (Loss)
|
|
Assets
|
|
Depreciation, Depletion, & Amortization
|
|
Capital Expenditures
|
||||||||||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
|
|
|
||||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Construction aggregates
|
|
|
|
|
$
|
204.9
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other
|
|
|
|
|
54.0
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Construction Products Group
|
$
|
258.9
|
|
|
$
|
—
|
|
|
258.9
|
|
|
$
|
53.7
|
|
|
$
|
391.2
|
|
|
$
|
18.4
|
|
|
$
|
48.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Wind towers and utility structures
|
|
|
|
|
652.1
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Other
|
|
|
|
|
192.0
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Energy Equipment Group
|
840.2
|
|
|
3.9
|
|
|
844.1
|
|
|
78.4
|
|
|
928.8
|
|
|
30.2
|
|
|
27.7
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Inland barges
|
|
|
|
|
157.9
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Steel components
|
|
|
|
|
205.4
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Transportation Products Group
|
363.3
|
|
|
—
|
|
|
363.3
|
|
|
39.0
|
|
|
257.5
|
|
|
17.1
|
|
|
5.8
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
All Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Segment Totals before Eliminations and Corporate
|
1,462.4
|
|
|
3.9
|
|
|
1,466.3
|
|
|
171.0
|
|
|
1,577.5
|
|
|
65.7
|
|
|
82.4
|
|
|||||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
(39.3
|
)
|
|
25.0
|
|
|
—
|
|
|
—
|
|
|||||||
Eliminations
|
—
|
|
|
(3.9
|
)
|
|
(3.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Combined Total
|
$
|
1,462.4
|
|
|
$
|
—
|
|
|
$
|
1,462.4
|
|
|
$
|
131.7
|
|
|
$
|
1,602.5
|
|
|
$
|
65.7
|
|
|
$
|
82.4
|
|
|
Revenues
|
|
Operating Profit (Loss)
|
|
Assets
|
|
Depreciation, Depletion, & Amortization
|
|
Capital Expenditures
|
||||||||||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
|
|
|
||||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Construction aggregates
|
|
|
|
|
$
|
213.4
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other
|
|
|
|
|
38.5
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Construction Products Group
|
$
|
251.9
|
|
|
$
|
—
|
|
|
251.9
|
|
|
$
|
59.3
|
|
|
$
|
288.1
|
|
|
$
|
16.0
|
|
|
$
|
44.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Wind towers and utility structures
|
|
|
|
|
641.1
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Other
|
|
|
|
|
186.3
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Energy Equipment Group
|
824.6
|
|
|
2.8
|
|
|
827.4
|
|
|
87.7
|
|
|
941.3
|
|
|
31.7
|
|
|
23.8
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Inland barges
|
|
|
|
|
403.1
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Steel components
|
|
|
|
|
224.4
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Transportation Products Group
|
627.5
|
|
|
—
|
|
|
627.5
|
|
|
87.3
|
|
|
272.5
|
|
|
17.9
|
|
|
16.4
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
All Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Segment Totals before Eliminations and Corporate
|
1,704.0
|
|
|
2.8
|
|
|
1,706.8
|
|
|
232.2
|
|
|
1,501.9
|
|
|
65.6
|
|
|
84.8
|
|
|||||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
(31.4
|
)
|
|
24.4
|
|
|
—
|
|
|
—
|
|
|||||||
Eliminations
|
—
|
|
|
(2.8
|
)
|
|
(2.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Combined Total
|
$
|
1,704.0
|
|
|
$
|
—
|
|
|
$
|
1,704.0
|
|
|
$
|
200.8
|
|
|
$
|
1,526.3
|
|
|
$
|
65.6
|
|
|
$
|
84.8
|
|
|
Total Assets
|
|
Long-Lived Assets
|
||||||||||||
|
December 31,
|
||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in millions)
|
||||||||||||||
Mexico
|
$
|
203.8
|
|
|
$
|
172.5
|
|
|
$
|
85.8
|
|
|
$
|
91.9
|
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
|
(in millions)
|
||||||
Land
(1)
|
$
|
316.5
|
|
|
$
|
176.0
|
|
Buildings and improvements
|
267.5
|
|
|
265.8
|
|
||
Machinery and other
|
715.9
|
|
|
598.6
|
|
||
Construction in progress
|
28.8
|
|
|
24.3
|
|
||
|
1,328.7
|
|
|
1,064.7
|
|
||
Less accumulated depreciation and depletion
|
(525.7
|
)
|
|
(481.6
|
)
|
||
|
$
|
803.0
|
|
|
$
|
583.1
|
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
|
(in millions)
|
||||||
Construction Products Group
|
$
|
171.7
|
|
|
$
|
60.3
|
|
Energy Equipment Group
|
416.9
|
|
|
416.9
|
|
||
Transportation Products Group
|
26.6
|
|
|
17.1
|
|
||
|
$
|
615.2
|
|
|
$
|
494.3
|
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
|
(in millions)
|
||||||
Revolving credit facility
|
$
|
180.0
|
|
|
$
|
—
|
|
Capital leases
|
5.5
|
|
|
0.5
|
|
||
Total debt
|
$
|
185.5
|
|
|
$
|
0.5
|
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Revolving credit facility
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
180.0
|
|
|
$
|
—
|
|
Capital leases
|
1.9
|
|
|
1.3
|
|
|
1.0
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
||||||
Total principal payments
|
$
|
1.9
|
|
|
$
|
1.3
|
|
|
$
|
1.0
|
|
|
$
|
1.3
|
|
|
$
|
180.0
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Interest income
|
$
|
(0.4
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
Foreign currency exchange transactions
|
(0.2
|
)
|
|
2.2
|
|
|
4.8
|
|
|||
Other
|
(0.4
|
)
|
|
(0.5
|
)
|
|
(1.1
|
)
|
|||
Other, net (income) expense
|
$
|
(1.0
|
)
|
|
$
|
1.6
|
|
|
$
|
3.6
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(5.4
|
)
|
|
$
|
29.3
|
|
|
$
|
43.9
|
|
State
|
0.8
|
|
|
0.5
|
|
|
3.2
|
|
|||
Foreign
|
1.5
|
|
|
0.3
|
|
|
4.0
|
|
|||
Total current
|
(3.1
|
)
|
|
30.1
|
|
|
51.1
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
|
|
|
|
|
||||||
Effect of Tax Cuts and Jobs Act
|
(1.5
|
)
|
|
(6.2
|
)
|
|
—
|
|
|||
Other
|
24.8
|
|
|
16.6
|
|
|
21.9
|
|
|||
|
23.3
|
|
|
10.4
|
|
|
21.9
|
|
|||
State
|
5.4
|
|
|
0.9
|
|
|
0.3
|
|
|||
Foreign
|
(6.3
|
)
|
|
(1.0
|
)
|
|
0.9
|
|
|||
Total deferred
|
22.4
|
|
|
10.3
|
|
|
23.1
|
|
|||
Provision
|
$
|
19.3
|
|
|
$
|
40.4
|
|
|
$
|
74.2
|
|
|
Year Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Statutory rate
|
21.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes
|
3.1
|
|
|
2.5
|
|
|
1.7
|
|
Domestic production activities deduction
|
—
|
|
|
(2.1
|
)
|
|
(2.1
|
)
|
Changes in valuation allowances and reserves
|
(1.2
|
)
|
|
1.3
|
|
|
0.7
|
|
Changes in tax reserves
|
(1.4
|
)
|
|
0.8
|
|
|
0.4
|
|
Effect of Tax Cuts and Jobs Act
|
(1.6
|
)
|
|
(5.0
|
)
|
|
—
|
|
Prior year true-ups
|
(0.4
|
)
|
|
(2.2
|
)
|
|
(0.6
|
)
|
Foreign adjustments
|
2.4
|
|
|
1.8
|
|
|
2.9
|
|
Other, net
|
(1.6
|
)
|
|
(1.0
|
)
|
|
(0.4
|
)
|
Effective rate
|
20.3
|
%
|
|
31.1
|
%
|
|
37.6
|
%
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Deferred tax liabilities:
|
|
|
|
||||
Depreciation, depletion, and amortization
|
$
|
103.2
|
|
|
$
|
32.6
|
|
Total deferred tax liabilities
|
103.2
|
|
|
32.6
|
|
||
Deferred tax assets:
|
|
|
|
||||
Workers compensation, pensions, and other benefits
|
16.2
|
|
|
16.4
|
|
||
Warranties and reserves
|
2.2
|
|
|
1.2
|
|
||
Tax loss carryforwards and credits
|
31.0
|
|
|
6.8
|
|
||
Inventory
|
10.8
|
|
|
10.0
|
|
||
Accrued liabilities and other
|
(2.7
|
)
|
|
2.7
|
|
||
Total deferred tax assets
|
57.5
|
|
|
37.1
|
|
||
Net deferred tax assets (liabilities) before valuation allowances
|
(45.7
|
)
|
|
4.5
|
|
||
Valuation allowances
|
5.7
|
|
|
7.0
|
|
||
Net deferred tax assets (liabilities) before reserve for uncertain tax positions
|
(51.4
|
)
|
|
(2.5
|
)
|
||
Deferred tax assets included in reserve for uncertain tax positions
|
—
|
|
|
0.3
|
|
||
Adjusted net deferred tax assets (liabilities)
|
$
|
(51.4
|
)
|
|
$
|
(2.2
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Beginning balance
|
$
|
1.3
|
|
|
$
|
7.4
|
|
|
$
|
8.3
|
|
Additions for tax positions related to the current year
|
—
|
|
|
—
|
|
|
—
|
|
|||
Additions for tax positions of prior years
|
0.1
|
|
|
0.2
|
|
|
—
|
|
|||
Reductions for tax positions of prior years
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|||
Settlements
|
—
|
|
|
(6.0
|
)
|
|
—
|
|
|||
Expiration of statute of limitations
|
(0.9
|
)
|
|
(0.3
|
)
|
|
—
|
|
|||
Ending balance
|
$
|
0.5
|
|
|
$
|
1.3
|
|
|
$
|
7.4
|
|
|
|
|
|
PPA Zone Status
|
|
|
|
Contributions for Year Ended December 31,
|
|
|
|
|
||||||||||||
Pension Fund
|
|
Employer Identification Number
|
|
2018
|
|
2017
|
|
Financial improvement plan status
|
|
2018
|
|
2017
|
|
2016
|
|
Surcharge imposed
|
|
Expiration date of collective bargaining agreement
|
||||||
|
|
|
|
|
|
|
|
|
|
(in millions)
|
|
|
|
|
||||||||||
Boilermaker-Blacksmith National Pension Trust
|
|
48-6168020
|
|
Yellow
|
|
Yellow
|
|
Implemented
|
|
$
|
2.1
|
|
|
$
|
1.9
|
|
|
$
|
2.3
|
|
|
No
|
|
June 30, 2019
|
|
Currency translation adjustments
|
|
Unrealized loss on derivative financial instruments
|
|
Accumulated
Other
Comprehensive
Loss
|
||||||
|
(in millions)
|
||||||||||
Balances at December 31, 2015
|
$
|
(18.3
|
)
|
|
$
|
—
|
|
|
$
|
(18.3
|
)
|
Other comprehensive loss, net of tax, before reclassifications
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||
Other comprehensive loss
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||
Balances at December 31, 2016
|
(18.4
|
)
|
|
—
|
|
|
(18.4
|
)
|
|||
Other comprehensive loss, net of tax, before reclassifications
|
(1.4
|
)
|
|
—
|
|
|
(1.4
|
)
|
|||
Other comprehensive loss
|
(1.4
|
)
|
|
—
|
|
|
(1.4
|
)
|
|||
Balances at December 31, 2017
|
(19.8
|
)
|
|
—
|
|
|
(19.8
|
)
|
|||
Other comprehensive income (loss), net of tax, before reclassifications
|
—
|
|
|
(0.9
|
)
|
|
(0.9
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss, net of tax benefit of $0.0, $0.0, and $0.0
|
3.0
|
|
|
—
|
|
|
3.0
|
|
|||
Other comprehensive income
|
3.0
|
|
|
(0.9
|
)
|
|
2.1
|
|
|||
Balances at December 31, 2018
|
$
|
(16.8
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
(17.7
|
)
|
|
Trinity Equity Awards Held by Arcosa Employees
|
|
Arcosa Equity Awards Held by Arcosa Employees
|
|
Weighted Average Grant-Date
Fair Value per Award |
||||
Equity awards outstanding at November 1, 2018
|
1,162,734
|
|
|
907,333
|
|
|
$
|
20.34
|
|
Granted
|
—
|
|
|
163,053
|
|
|
28.92
|
|
|
Vested
|
(3,000
|
)
|
|
(1,000
|
)
|
|
35.65
|
|
|
Forfeited
|
(5,299
|
)
|
|
(4,363
|
)
|
|
25.93
|
|
|
Equity awards outstanding at December 31, 2018
|
1,154,435
|
|
|
1,065,023
|
|
|
$
|
21.04
|
|
|
Year Ended
December 31, 2018 |
|||||||||
|
(in millions, except per share amounts)
|
|||||||||
|
Income
(Loss)
|
|
Average
Shares
|
|
EPS
|
|||||
Net income
|
$
|
75.7
|
|
|
|
|
|
|||
Unvested restricted share participation
|
(0.2
|
)
|
|
|
|
|
||||
Net income – basic
|
75.5
|
|
|
48.8
|
|
|
$
|
1.55
|
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Nonparticipating unvested restricted shares
|
—
|
|
|
0.1
|
|
|
|
|||
Net income – diluted
|
$
|
75.5
|
|
|
48.9
|
|
|
$
|
1.54
|
|
|
Year Ended
December 31, 2017 |
|||||||||
|
(in millions, except per share amounts)
|
|||||||||
|
Income
(Loss)
|
|
Average
Shares
|
|
EPS
|
|||||
Net income
|
$
|
89.7
|
|
|
|
|
|
|||
Unvested restricted share participation
|
—
|
|
|
|
|
|
||||
Net income – basic
|
89.7
|
|
|
48.8
|
|
|
$
|
1.84
|
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Nonparticipating unvested restricted shares
|
—
|
|
|
—
|
|
|
|
|||
Net income – diluted
|
$
|
89.7
|
|
|
48.8
|
|
|
$
|
1.84
|
|
|
Year Ended
December 31, 2016 |
|||||||||
|
(in millions, except per share amounts)
|
|||||||||
|
Income
(Loss)
|
|
Average
Shares
|
|
EPS
|
|||||
Net income
|
$
|
123.0
|
|
|
|
|
|
|||
Unvested restricted share participation
|
—
|
|
|
|
|
|
||||
Net income – basic
|
123.0
|
|
|
48.8
|
|
|
$
|
2.52
|
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Nonparticipating unvested restricted shares
|
—
|
|
|
—
|
|
|
|
|||
Net income – diluted
|
$
|
123.0
|
|
|
48.8
|
|
|
$
|
2.52
|
|
|
Three Months Ended
|
||||||||||||||
|
March 31,
2018 |
|
June 30,
2018 |
|
September 30,
2018 |
|
December 31,
2018 |
||||||||
|
(in millions except per share data)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
354.4
|
|
|
$
|
353.0
|
|
|
$
|
378.6
|
|
|
$
|
374.4
|
|
Operating costs:
|
|
|
|
|
|
|
|
||||||||
Cost of revenues
|
285.6
|
|
|
283.0
|
|
|
308.9
|
|
|
310.9
|
|
||||
Selling, engineering, and administrative expenses
|
37.6
|
|
|
39.4
|
|
|
40.1
|
|
|
36.8
|
|
||||
Impairment charge
|
—
|
|
|
—
|
|
|
23.2
|
|
|
—
|
|
||||
Operating profit
|
31.2
|
|
|
30.6
|
|
|
6.4
|
|
|
26.7
|
|
||||
Income before income taxes
|
30.2
|
|
|
29.4
|
|
|
6.6
|
|
|
28.8
|
|
||||
Provision (benefit) for income taxes
|
8.0
|
|
|
6.8
|
|
|
3.4
|
|
|
1.1
|
|
||||
Net income
|
$
|
22.2
|
|
|
$
|
22.6
|
|
|
$
|
3.2
|
|
|
$
|
27.7
|
|
Net income per common share
(1)
:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.45
|
|
|
$
|
0.46
|
|
|
$
|
0.07
|
|
|
$
|
0.56
|
|
Diluted
|
$
|
0.45
|
|
|
$
|
0.46
|
|
|
$
|
0.07
|
|
|
$
|
0.56
|
|
|
Three Months Ended
|
||||||||||||||
|
March 31,
2017 |
|
June 30,
2017 |
|
September 30,
2017 |
|
December 31, 2017
|
||||||||
|
(in millions except per share data)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
396.3
|
|
|
$
|
352.7
|
|
|
$
|
365.9
|
|
|
$
|
347.5
|
|
Operating costs:
|
|
|
|
|
|
|
|
||||||||
Costs of revenues
|
319.8
|
|
|
275.5
|
|
|
290.4
|
|
|
282.0
|
|
||||
Selling, engineering, and administrative expenses
|
36.9
|
|
|
41.8
|
|
|
41.9
|
|
|
42.4
|
|
||||
Impairment charge
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Operating profit
|
39.6
|
|
|
35.4
|
|
|
33.6
|
|
|
23.1
|
|
||||
Income before income taxes
|
38.4
|
|
|
36.4
|
|
|
33.8
|
|
|
21.5
|
|
||||
Provision (benefit) for income taxes
|
14.8
|
|
|
14.5
|
|
|
13.2
|
|
|
(2.1
|
)
|
||||
Net income
|
$
|
23.6
|
|
|
$
|
21.9
|
|
|
$
|
20.6
|
|
|
$
|
23.6
|
|
Net income per common share
(1)
:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.48
|
|
|
$
|
0.45
|
|
|
$
|
0.42
|
|
|
$
|
0.48
|
|
Diluted
|
$
|
0.48
|
|
|
$
|
0.45
|
|
|
$
|
0.42
|
|
|
$
|
0.48
|
|
Equity Compensation Plan Information
|
||||||||||
|
(a)
|
|
(b)
|
|
(c)
|
|
||||
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
|
|
||||
Plan Category:
|
|
|
|
|
|
|
||||
Equity compensation plans approved by security holders:
|
|
|
|
|
|
|
||||
Restricted stock units and performance units
|
1,049,537
|
|
(1)
|
$
|
—
|
|
|
2,771,814
|
|
(2)
|
Equity compensation plans not approved by security holders
|
—
|
|
|
|
|
—
|
|
|
||
Total
|
1,049,537
|
|
|
|
|
2,771,814
|
|
|
(1)
|
Represents shares underlying awards that have been granted under the 2018 Stock Option and Incentive Plan (the "Incentive Plan") (including Arcosa equity awards issued in respect of outstanding Trinity equity awards in connection with the Separation). Amounts are comprised of (a) 938,384 shares of common stock issuable upon the vesting and conversion of restricted stock units and (b) 111,153 shares of common stock issuable upon the vesting and conversion of performance units, assuming payout at target performance. The restricted stock units and performance units do not have an exercise price. The performance units are granted to employees based upon a target level; however, depending upon the achievement of certain specified goals during the performance period, performance units may be issued at an amount between 0% and
200%
of the target level.
|
(2)
|
For purposes of calculating the number of shares remaining available for issuance under the Incentive Plan, this calculation reserves for issuance the potential maximum payout (200% of target) of the outstanding performance units. Upon certification of actual performance, reserved shares that are not issued will again be available for issuance under the Incentive Plan.
|
NO.
|
DESCRIPTION
|
2.1
|
|
2.2
|
|
3.1
|
|
3.2
|
|
10.1
|
|
10.2
|
|
10.3
|
|
10.4
|
|
10.5
|
|
10.6
|
|
*10.7
|
|
*10.8
|
|
*10.9
|
|
*10.10
|
|
*10.11
|
|
*10.12
|
|
*10.13
|
*10.14
|
|
*10.15
|
|
*10.16
|
|
*10.17
|
|
*10.18
|
|
*10.19
|
|
*10.20
|
|
*10.21
|
|
*10.22
|
|
21.0
|
|
23.0
|
|
31.1
|
|
31.2
|
|
32.1
|
|
32.2
|
|
95.0
|
|
101.INS
|
XBRL Instance Document (filed electronically herewith)
|
101.SCH
|
XBRL Taxonomy Extension Schema Document (filed electronically herewith)
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document (filed electronically herewith)
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith)
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith)
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document (filed electronically herewith)
|
ARCOSA, INC.
|
By
|
/s/ Scott C. Beasley
|
Registrant
|
|
|
|
|
Scott C. Beasley
|
|
|
Chief Financial Officer
|
|
|
February 28, 2019
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Antonio Carrillo
|
|
President and Chief Executive Officer and Director
|
|
February 28, 2019
|
Antonio Carrillo
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Scott C. Beasley
|
|
Chief Financial Officer
|
|
February 28, 2019
|
Scott C. Beasley
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Mary E. Henderson
|
|
Chief Accounting Officer
|
|
February 28, 2019
|
Mary E. Henderson
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Rhys J. Best
|
|
Non-Executive Chairman
|
|
February 28, 2019
|
Rhys J. Best
|
|
|
|
|
|
|
|
|
|
/s/ Joseph Alvarado
|
|
Director
|
|
February 28, 2019
|
Joseph Alvarado
|
|
|
|
|
|
|
|
|
|
/s/ David W. Biegler
|
|
Director
|
|
February 28, 2019
|
David W. Biegler
|
|
|
|
|
|
|
|
|
|
/s/ Jeffrey A. Craig
|
|
Director
|
|
February 28, 2019
|
Jeffrey A. Craig
|
|
|
|
|
|
|
|
|
|
/s/ Ronald J. Gafford
|
|
Director
|
|
February 28, 2019
|
Ronald J. Gafford
|
|
|
|
|
|
|
|
|
|
/s/ John W. Lindsay
|
|
Director
|
|
February 28, 2019
|
John W. Lindsay
|
|
|
|
|
|
|
|
|
|
/s/ Douglas L. Rock
|
|
Director
|
|
February 28, 2019
|
Douglas L. Rock
|
|
|
|
|
|
|
|
|
|
/s/ Melanie Trent
|
|
Director
|
|
February 28, 2019
|
Melanie Trent
|
|
|
|
|
1.
|
Grant of Restricted Shares.
|
2.
|
Restrictions; Vesting Schedule; Forfeiture.
|
3.
|
Stockholder Status.
|
4.
|
Subject to Plan.
|
5.
|
Tax Requirements; Tax Election.
|
6.
|
No Rights of Continued Service.
|
7.
|
Adjustment of Number of Restricted Shares.
|
8.
|
Entire Agreement.
|
9.
|
Interpretation of this Agreement.
|
10.
|
Law Governing.
|
11.
|
Notice.
|
(i)
|
Notice to the Company shall be sent electronically to _____ or in hard copy addressed and delivered as follows: Arcosa, Inc., ________, Attention: Corporate Benefits Department.
|
(ii)
|
Notice to the Director shall be sent electronically to the Director’s Company e-mail address or, in hard copy addressed and delivered to the Director’s address then on file with the Company.
|
12.
|
Acceptance and Stock Power.
|
DATE
|
NAME:
|
1.
|
Grant of Restricted Stock Units.
|
2.
|
Stockholder Status.
|
3.
|
Vesting; Forfeiture
.
|
Date
|
Units
|
|
|
|
|
|
|
|
|
|
|
(i)
|
death of the Grantee;
|
(ii)
|
termination of the Grantee’s employment for Disability (as defined in the Plan); or
|
(iii)
|
the consent of the Human Resources Committee (the “Committee”), in its sole discretion, to vest the remaining unvested Units, at any time after three years from the Date of Grant.
|
4.
|
Divided Equivalents.
|
5.
|
Form and Timing of Payment.
|
6.
|
No Rights of Continued Service.
|
7.
|
Interpretation of this Agreement.
|
8.
|
Subject to Plan.
|
9.
|
Adjustment of Number of Units.
|
10.
|
Repayment on Restatement.
|
11.
|
Entire Agreement.
|
12.
|
Law Governing.
|
13.
|
Notice.
|
(i)
|
Notice to the Company shall be sent electronically to ______ or in hard copy addressed and delivered as follows: Arcosa, Inc., _______, Attention: Corporate Benefits Department.
|
(ii)
|
Notice to the Grantee shall be sent electronically to the Grantee’s Company e-mail address or, in hard copy addressed and delivered to the Grantee’s address then on file with the Company.
|
14.
|
Code Section 409A.
|
15.
|
Acceptance.
|
Arcosa, Inc.
Active Subsidiaries as of February 28, 2019
|
||
Name of Subsidiary
|
|
Jurisdiction of Incorporation
|
Administradora Especializada, S. de R.L. de C.V.
|
|
Mexico
|
Arcosa ACG, Inc.
|
|
Delaware
|
Arcosa Aggregates, Inc.
|
|
Delaware
|
Arcosa Canada Distribution, Inc.
|
|
Alberta, Canada
|
Arcosa Canada ULC
|
|
Alberta, Canada
|
Arcosa Composites, LLC
|
|
Delaware
|
Arcosa Cryogenics, LLC
|
|
Delaware
|
Arcosa EPI, LLC
|
|
Delaware
|
Arcosa Industries de LatinoAmerica S.A.C.
|
|
Peru
|
Arcosa Industries de México, S. de R.L. de C.V.
|
|
Mexico
|
Arcosa Lafayette, LLC
|
|
Delaware
|
Arcosa LaPorte, LLC
|
|
Delaware
|
Arcosa LWB, LLC
|
|
Delaware
|
Arcosa LW BR, LLC
|
|
Delaware
|
Arcosa LWFP, LLC
|
|
Delaware
|
Arcosa LW HPB, LLC
|
|
Delaware
|
Arcosa LW KY, LLC
|
|
Delaware
|
Arcosa LW, LLC
|
|
Delaware
|
Arcosa LWS, LLC
|
|
Delaware
|
Arcosa Marine Leasing, Inc.
|
|
Delaware
|
Arcosa Marine Products, Inc.
|
|
Delaware
|
Arcosa Materials, Inc.
|
|
Delaware
|
Arcosa Mining and Construction Equipment, Inc.
|
|
Delaware
|
Arcosa Shoring Products, Inc.
|
|
Delaware
|
Arcosa Tank, LLC
|
|
Delaware
|
Arcosa Traffic and Lighting Structures, LLC
|
|
Delaware
|
Arcosa Wind Towers, Inc.
|
|
Delaware
|
Art Wilson Co.
|
|
Nevada
|
Asistencia Profesional Corporativa, S. de R.L. de C.V.
|
|
Mexico
|
CEMC Services, LLC
|
|
Delaware
|
Diamond Gypsum, LLC
|
|
Delaware
|
The Gravel Company LLC
|
|
Texas
|
Harrison Gypsum Holdings, LLC
|
|
Delaware
|
Harrison Gypsum LLC
|
|
Oklahoma
|
HG Eagle, LLC
|
|
Delaware
|
Imperial Limestone Company Limited
|
|
British Columbia
|
Inland Marine Equipment LLC
|
|
Delaware
|
Jack Acquisitions, Inc.
|
|
Delaware
|
J.A. Jack & Sons, Inc.
|
|
Washington
|
McConway & Torley, LLC
|
|
Delaware
|
Meyer Utility Structures, LLC
|
|
Delaware
|
North Florida Rock, LLC
|
|
Delaware
|
OFE, S. de R.L. de C.V.
|
|
Mexico
|
POB Exploration, LLC
|
|
Delaware
|
Servicios Corporativos Tatsa, S. de R.L. de C.V.
|
|
Mexico
|
Standard Forged Products, LLC
|
|
Delaware
|
Trinity Industries International Holdings AG
|
|
Swiss
|
Washita Valley Logistics, LLC
|
|
Oklahoma
|
Western Oklahoma Development Group LLC
|
|
Oklahoma
|
Western States Gypsum
|
|
Nevada
|
/s/ ERNST & YOUNG LLP
|
1.
|
I have reviewed this annual report on Form 10-K of Arcosa, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
c.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1.
|
I have reviewed this annual report on Form 10-K of Arcosa, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
c.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company, as of, and for, the periods presented in the Report.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company, as of, and for, the periods presented in the Report.
|
Mine or Operating
Name/MSHA
Identification
Number
|
Section 104 S&S Citations (#)
|
|
Section 104(b) Orders (#)
|
|
Section 104(d) Citations and Orders (#)
|
|
Section 110(b)(2) Violations (#)
|
|
Section 107(a) Orders (#)
|
|
Total Dollar Value of MSHA Assessments Proposed
($)
|
|
Total Number of Mining Related Fatalities (#)
|
|
Received Notice of Pattern of Violation Under Section 104(e) (yes/no)
|
|
Received Notice of Potential to Have Pattern under Section 104(e) (yes/no)
|
|
Legal Actions Pending as of Last Day of Period (#)
|
|
Legal
Actions
Initiated
During
Period
(#)
|
|
Legal Actions Resolved During Period (#)
|
||||||||||||||||||||||||
Rye
(4102547)
|
1
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
912
|
|
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Belton
(4101043)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
118
|
|
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Malloy Bridge
(4102946)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
354
|
|
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Cottonwood
(4104553)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
236
|
|
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Wills Point
(4104113)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Indian Village
(1600348)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
354
|
|
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Kopperl
(4104450)
|
1
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
374
|
|
2
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Wills Point II
(4104071)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
118
|
|
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Asa
(4104399)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
128
|
|
3
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Paradise
(4103253)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
118
|
|
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Anacoco
(1600543)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
826
|
|
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Curry
(4105307)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
354
|
|
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Streetman
(4101628)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
236
|
|
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Boulder
(0504415)
|
1
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
2,039
|
|
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Frazier Park
(0400555)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
573
|
|
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Livingston
(0100034)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
118
|
|
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Erwinville
(1600033)
|
4
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
6,956
|
|
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Brooks
(1500187)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Brooklyn
(1200254)
|
2
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
652
|
|
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
1
|
|
Significant and Substantial (S&S) citations are reported on this form. Non-S&S citations are not reported on this form but any assessments resulting from non-S&S citations are reported.
|
2
|
|
One S&S citation and one non-S&S citation were issued. Proposed penalty amounts still pending.
|
3
|
|
One non-S&S citation was issued. Proposed penalty amount still pending.
|
Mine or Operating
Name/MSHA
Identification
Number
|
Section 104 S&S Citations (#)
|
|
Section 104(b) Orders (#)
|
|
Section 104(d) Citations and Orders (#)
|
|
Section 110(b)(2) Violations (#)
|
|
Section 107(a) Orders (#)
|
|
Total Dollar Value of MSHA Assessments Proposed
($)
|
|
Total Number of Mining Related Fatalities (#)
|
|
Received Notice of Pattern of Violation Under Section 104(e) (yes/no)
|
|
Received Notice of Potential to Have Pattern under Section 104(e) (yes/no)
|
|
Legal Actions Pending as of Last Day of Period (#)
|
|
Legal
Actions
Initiated
During
Period
(#)
|
|
Legal Actions Resolved During Period (#)
|
||||||||||||||||||||||||
ACG Materials Acquired Operations
4
|
|||||||||||||||||||||||||||||||||||||||||||||||
Harrison Gypsum #5
(3401964) |
2
|
|
|
1
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
1,429
|
|
5
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Harrison Gypsum #2
(3401364) |
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
118
|
|
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
ACG Materials-Diamond
(3401660) |
1
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
374
|
|
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
ACG Materials Diamond North
(3401977) |
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
118
|
|
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
ACG Materials-Bouse Junction
(3401828) |
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
1,038
|
|
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
ACG Materials-Newkirk
(3401781) |
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
472
|
|
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
ACG Materials Ark City
(1401743) |
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
354
|
|
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
ACG Materials-Shamrock
(4104758) |
4
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
1,694
|
|
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Adams Claim
(2600668) |
6
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
11,442
|
|
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Ludwig
(2602775) |
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
J A Jack & Sons
(4503239) |
8
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
4,528
|
|
6
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
KRMI Quarry
(4503363) |
5
|
|
|
1
|
|
|
1
|
|
|
|
—
|
|
|
—
|
|
|
$
|
8,784
|
|
7
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Dilley Pit
(4104879) |
2
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
630
|
|
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
ACG Material Orla LLC
(4104958) |
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
472
|
|
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
ACG Stanton
(4105067) |
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
472
|
|
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Marianna Quarry
(0801267) |
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
118
|
|
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
ACG Deiringer
(4104878) |
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
8
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
ACG Ft Stockton
(4104943) |
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
472
|
|
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
4
|
|
A subsidiary of the Company acquired ACG Materials on December 5
th
, 2018. Pursuant to Dodd-Frank requirements, the statement includes the disclosure of notifications, violations, and orders that occurred in 2018, including those that occurred prior to the Company subsidiary’s ownership of the operations.
|
5
|
|
Two non-S&S citations were issued. Proposed penalty amounts still pending.
|
6
|
|
One S&S citation and five non-S&S citations were issued. Proposed penalty amounts still pending.
|
7
|
|
Three S&S citations and six non-S&S citations were issued. Proposed penalty amounts still pending.
|
8
|
|
One non-S&S citation was issued. Proposed penalty amount still pending.
|