EX-99.3 4 ex99_3.htm EXHIBIT 99.3
Exhibit 99.3

   Overview of ACG Materials Acquisition  November 2018 
 

   Forward-Looking Statements  Moving Infrastructure Forward — ACG Materials Acquisition, November 2018  2  Some statements in this presentation, which are not historical facts, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about Arcosa’s estimates, expectations, beliefs, intentions or strategies for the future. Arcosa uses the words “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” “guidance,” “outlook,” and similar expressions to identify these forward-looking statements. Forward-looking statements speak only as of the date of this release, and Arcosa expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, except as required by federal securities laws. Forward-looking statements are based on management’s current views and assumptions and involve risks and uncertainties that could cause actual results to differ materially from historical experience or our present expectations, including but not limited to assumptions, risks and uncertainties regarding achievement of the expected benefits of Arcosa’s spin-off from Trinity; tax treatment of the spin-off; inability to consummate the ACG Materials acquisition within the expected time periods or at all, failure to successfully integrate ACG Materials, or failure to achieve the expected benefits of the acquisition; market conditions and customer demand for Arcosa’s business products and services; the cyclical nature of, and seasonal or weather impact on, the industries in which Arcosa competes; competition and other competitive factors; governmental and regulatory factors; changing technologies; availability of growth opportunities; market recovery; improving margins; and Arcosa’s ability to execute its long-term strategy, and such forward-looking statements are not guarantees of future performance. For further discussion of such risks and uncertainties, see “Information Statement Summary”, “Risk Factors” and “Forward-Looking Statements” in the information statement filed as an exhibit to Arcosa’s Registration Statement on Form 10, as amended. 
 

   How to Find Us  Moving Infrastructure Forward — ACG Materials Acquisition, November 2018  3  Investor ContactInvestorResources@arcosa.com  NYSE tickerACA  Our websitewww.arcosa.com  HeadquartersArcosa, Inc.500 North Akard StreetDallas, TX 75201 
 

   ACG Materials highlights  Moving Infrastructure Forward — ACG Materials Acquisition, November 2018  4  Multi-State Platform  $152M LTM Revenue1  $32M LTM Adjusted EBITDA1  24Active Mines  5Production Facilities  Diverse End Markets  Adds complementary, scaled specialty materials and aggregates platforms  Diversifies customer base across attractive end markets  Accelerates growth into specialty materials and aggregates   Strengthens pipeline of acquisitions and organic growth opportunities   Adds expertise in developing specialty materials applications  Brings top tier management team to Arcosa                                                                                                                                                                  Aggregate mines  Corporate HQ      Production facilities    1 Estimated LTM for 12 months ended 08/31/2018. See Adjusted EBITDA reconciliation in Appendix 
 

   The acquisition is aligned with Arcosa’s long term vision and Stage 1 Priorities  Moving Infrastructure Forward — ACG Materials Acquisition, November 2018  5  Improve long term returns on invested capital  Grow in attractive markets where we can achieve sustainable competitive advantages  Reduce the complexity and cyclicality of the overall business    Operate a flat and responsive corporate structure  Expand Transport-ation Products organically as barge and rail markets recover  Improve Energy Equipment’s operational performance while pursuing disciplined growth  Grow Construction Products organically and through acquisitions        Stage 1 Priorities  Long Term Vision 
 

   ACG Materials is a strategic acquisition for Arcosa’s Construction Products Group  Moving Infrastructure Forward — ACG Materials Acquisition, November 2018  6              Aggregates  Specialty Materials  Construction Site Support 
 

   Adds complementary, scaled aggregates and specialty materials businesses to Arcosa’s current platforms  Moving Infrastructure Forward — ACG Materials Acquisition, November 2018  7    Operations  Products  Geographic Footprint    18 active Construction Materials locations 11 aggregate mines7 lightweight locations  Aggregates (sand, gravel, and limestone base)Lightweight aggregates       29 active locations24 aggregate mines5 production facilites  Mined and crushed rock (aggregates, cement / retarder rock, fines)Specialty milled (building products, fertilizers)Specialty processed (plasters, agricultural prills, food/pharma)                                                                                                      Aggregate mines                Lightweight locations                                                                                                                                                                                                Aggregate mines    Production facilities   
 

 Diversifies customer base across attractive end markets and accelerates growth in specialty materials  Moving Infrastructure Forward — ACG Materials Acquisition, November 2018  8    Mined and Crushed Rock  Specialty Milled  Specialty Processed  Products        Applications  Road constructionWell padsAccess roadsCement / retarder rockFertilizer, soil conditioner  Bathtubs, caulk, paint, joint compoundsRoofing tilesGlass packagingAnimal feed additiveFertilizer, soil conditionerPlastics and coatings  Flooring, ceramicsGolf turf, fertilizerMicronutrientsBaking, brewing  End Markets  EnergyInfrastructureBuilding productsAgriculture  Building productsAgriculture  Building productsAgricultureFood and pharmaceutical  Aggregate Rock  Retarder Rock  Fines  Filler  Coarse  Food Grade  Plasters  Prills  Source: Company provided information; Management estimates. 
 

   Brings top tier management team and strengthens pipeline of organic projects and bolt-on acquisition opportunities  Moving Infrastructure Forward — ACG Materials Acquisition, November 2018  9      Top tier management team  Pipeline of organic projects and bolt-on acquisition opportunities  Strong leadership team with deep industry experience in infrastructure and building productsTrack record of operating excellence and growthExpertise in developing specialty materials applications in attractive markets  ACG team has completed 9 bolt-on acquisitions since 2013, within aggregates and specialty materialsCurrent pipeline of opportunities to grow organically and through additional bolt-on acquisitions 
 

 Transaction and Financing Summary  Moving Infrastructure Forward — ACG Materials Acquisition, November 2018  10  Financing  Purchase price of approximately $315 millionArcosa expects to fund the transaction with a combination of cash on-hand and advances under our $400 million five year, credit facility  Expected Close  Q4 2018 – Q1 2019Subject to customary closing conditions and regulatory provisions under the Hart-Scott-Rodino Act  Accretion  Expected to be accretive to earnings in year one following transaction completion Arcosa expects to revisit its revenue and EBITDA guidance for fiscal year 2019, following the closing and additional clarity on purchase price accounting 
 

 Investment Highlights  Moving Infrastructure Forward — ACG Materials Acquisition, November 2018  11  Adds complementary, scaled aggregates and specialty materials platforms  Diversifies customer base across attractive end markets  Accelerates growth into specialty materials and aggregates  Brings top tier management team to Arcosa  Strengthens pipeline of acquisitions and organic growth opportunities   Adds expertise in developing specialty materials applications 
 

 Appendix 
 

   Adjusted EBITDA reconciliation (unaudited)  Moving Infrastructure Forward — ACG Materials Presentation, November 2018  13  $ Millions (For the Trailing Twelve Months Ended August 31, 2018)         Net income  (1.8)  Add:      Interest expense  16.6    Provision/(benefit) for income taxes  (3.9)   Depreciation & amortization expense  15.4   Other adjustments  5.7       Adjusted EBITDA  32.0  “Adjusted EBITDA” is defined as ACG’s net income plus interest expense, income taxes, depreciation and amortization, and other one-time or non-recurring expenses, including management fees, debt refinancing fees, and non-recurring professional fees. Adjusted EBITDA is not a calculation based on generally accepted accounting principles. The amounts included in the Adjusted EBITDA calculation, however, are derived from amounts included in the historical statements of operations data. In addition, Adjusted EBITDA should not be considered as an alternative to net income or operating income as an indicator of ACG’s operating performance, or as an alternative to operating cash flows as a measure of liquidity. We believe Adjusted EBITDA assists investors in comparing a company’s performance on a consistent basis without regard to depreciation and amortization and other expenses, which can vary significantly depending upon many factors.