Arcosa, Inc. Announces Second Quarter 2026 Results

DALLAS--(BUSINESS WIRE)--Arcosa, Inc. (NYSE: ACA) (“Arcosa,” the “Company,” “We,” or “Our”), a provider of infrastructure-related products and solutions, today announced results for the second quarter ended June 30, 2026.

Second Quarter 2026 Continuing Operations Highlights⁽¹⁾

Excludes results from the barge business in both periods.

Antonio Carrillo, President and Chief Executive Officer, commented, “Our second quarter results reflect solid operational execution by our teams, driving 5 percent Adjusted EBITDA growth and 60 basis points of margin expansion. Robust double-digit Adjusted EBITDA expansion in utility structures more than offset planned lower volumes in wind towers and heavy rainfall that impacted our construction materials businesses, particularly across our Texas operations. Our aggregates business continued to improve unit profitability, which grew 5 percent, through disciplined cost management despite disruptive weather and higher energy costs year-over-year.”

Commenting on its previously announced transaction with CRH, which is expected to close in the first quarter of 2027, subject to customary closing conditions, including stockholder approval and required regulatory clearance, Mr. Carrillo said, “We continue to work toward completing this value-creating combination while staying focused on delivering on our business priorities for the benefit of our customers and stockholders.”

Second Quarter 2026 Results and Commentary

All comparisons are versus the prior year quarter unless noted otherwise.

Construction Products

• Revenues increased 1% to $357.0 million primarily due to higher volumes in trench shoring and the contributions of recent aggregates acquisitions, partially offset by lower revenues in our organic aggregates and asphalt businesses, which were impacted by wet weather during the quarter.
• Aggregates Freight-Adjusted Revenues decreased slightly due to 2% lower volume. Organic aggregates volumes declined mid-single digits primarily due to increased rainfall in Texas. Aggregates Freight-Adjusted Average Sales Price increased 1% as pricing was diluted by recent acquisitions.
• Aggregates Adjusted Cash Gross Profit Margin expanded 190 basis points to 48.1% and Adjusted Cash Gross Profit per Ton increased 5%, benefitting from a 3% reduction in unit costs despite higher energy costs.
• Adjusted Segment EBITDA of $100.2 million was roughly flat as improved profitability in aggregates and higher contribution from trench shoring were mostly offset by lower asphalt volumes and a less favorable project mix in our asphalt paving business.
• Adjusted Segment EBITDA Margin decreased 20 basis points to 28.1% from 28.3% in the prior period. Freight-Adjusted Segment EBITDA Margin was 30.0% compared to 31.0% in the prior period.

Engineered Structures

• Revenues increased 3% to $301.7 million. For utility and related structures, revenues increased 12% driven by higher volumes and pricing in utility structures, partially offset by lower lighting and telecom revenues. In line with expectations, wind tower revenues declined 19% due to lower planned volumes.
• Adjusted Segment EBITDA increased 13% to $61.4 million and margin expanded 180 basis points to 20.4% driven by robust growth in utility structures, more than compensating for the expected decrease in wind towers and lower volumes in lighting and telecom.
• During the quarter, segment results benefited from a $13.0 million gain recognized on the sale of a parcel of undeveloped industrial land located in Mexico which has been excluded from Adjusted Segment EBITDA.
• Order activity for our utility structures business remains strong as our customers focus on improving and expanding the electrical grid. We ended the second quarter with record backlog for utility and related structures of $648.1 million, which is up 49% from the start of the year. We expect to recognize 71% of the backlog in 2026.
• The backlog for our wind towers business at the end of the quarter was $537.4 million, of which we expect to recognize 28% during 2026 and 66% during 2027.

Corporate and Other Financial Notes

• Excluding acquisition and divestiture-related costs, which have been excluded from Adjusted EBITDA, corporate selling, general, and administrative expenses were $16.1 million, up from $15.7 million primarily due to compensation-related expenses.
• Acquisition and divestiture-related costs were $14.5 million in the second quarter, including those related to the pending transaction with CRH, compared to $0.5 million in the prior period.
• Interest expense totaled $23.1 million, a decrease of $5.4 million from the prior period primarily due to a reduction in outstanding debt year-over-year.
• The effective tax rate in the second quarter was 18.3% compared to 11.4% in the prior year. The increase in the effective tax rate was primarily due to a reduction in AMP tax credits due to lower wind tower volumes and a lower compensation-related benefit in the current period due to a change in timing of annual restricted stock vestings.

Cash Flow and Liquidity

• Operating cash flow from continuing operations was $(24.7) million compared to $38.0 million in the prior period. The decline was primarily due to a $(55.5) million increase in the use of cash for working capital primarily driven by higher receivables in Engineered Structures partially offset by higher advanced billings and accrued liabilities.
• Capital expenditures for continuing operations in the second quarter were $58.8 million, up $31.8 million from the prior period which reflects increased investment in our core growth platforms.
• Free Cash Flow from continuing operations for the quarter was $(51.0) million, down from $16.8 million in the prior period. On a year-to-date basis, Free Cash Flow from continuing operations in the current period was $(29.8) million, a slight improvement from $(32.3) million in the prior period.
• On April 1, 2026, the Company completed the sale of its barge business for $450 million. Net cash proceeds received at closing were approximately $429.9 million, after transaction closing costs. The sale resulted in a pre-tax gain of $359.7 million, which is reflected in discontinued operations.
• In April 2026, the Company used $83.0 million of cash proceeds from the sale of the barge business to prepay a portion of the outstanding term loan balance.
• During the quarter, we completed two acquisitions within our Construction Products segment for a combined purchase price of $24.9 million. These transactions include recycled aggregates operations in New Jersey and expand our presence into Colorado.
• Net Debt to Adjusted EBITDA was 1.9x for the trailing twelve months.
• We ended the quarter with $432.1 million of cash and cash equivalents and no borrowings on our $700 million revolving credit facility.

Pending Acquisition by CRH

As previously announced on June 22, 2026, Arcosa and CRH have entered into a merger agreement for CRH to acquire 100% of Arcosa in an all-cash transaction for $150 per share. The transaction is expected to close in the first quarter of 2027, subject to the satisfaction or waiver of customary closing conditions, set forth in the merger agreement, including among other things approval by the Company's stockholders and the receipt of required regulatory approvals. In connection with the transaction, the Company filed a definitive proxy statement on August 3, 2026 (the “Proxy Statement”) with the SEC. The Proxy Statement was first mailed to stockholders of the Company on or about August 4, 2026, which included the notice of the special meeting date on September 4, 2026 to consider the Company Stockholder Approval.

Due to the pending merger, Arcosa is not hosting a quarterly conference call to review its second quarter results and is suspending its practice of providing financial guidance.

Non-GAAP Financial Information

This earnings release contains financial measures that have not been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Reconciliations of non-GAAP financial measures to the closest GAAP measure are included in the accompanying tables to this earnings release.

About Arcosa

Arcosa, Inc. (NYSE:ACA), headquartered in Dallas, Texas, is a provider of infrastructure-related products and solutions with leading positions in construction materials and engineered structures. Beginning with the first quarter of 2026, Arcosa reports its financial results in two principal business segments: Construction Products and Engineered Structures. For more information, visit www.arcosa.com.

Additional Information Regarding the Merger and Where to Find It

This communication may be deemed to be solicitation material in respect of the transactions contemplated by the merger agreement. In connection with the Merger and with the solicitation of proxies for the special meeting of stockholders, the Company has filed with the SEC the Proxy Statement, and the Company may file other relevant materials with the SEC. This communication is not a substitute for the Proxy Statement or any other document that the Company may file with the SEC or mail to its stockholders in connection with the Merger. BEFORE MAKING ANY INVESTMENT OR VOTING DECISION, INVESTORS AND SECURITYHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND DOCUMENTS INCORPORATED BY REFERENCE THEREIN, FILED OR THAT WILL BE FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. A definitive Proxy Statement was mailed to the Company’s stockholders on or about August 4, 2026. Investors and securityholders may obtain the Proxy Statement free of charge from the SEC’s website or from the Company. The documents filed by the Company with the SEC may be obtained free of charge on the Company’s website at the Investor Relations section of https://ir.arcosa.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from the Company by requesting them from Investor Relations by email at InvestorResources@arcosa.com, or by telephone at 972.942.6500. The information included on, or accessible through, the Company’s website is not incorporated by reference into, and does not form a part of, this communication.

Participants in the Solicitation

The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from Company stockholders in connection with the Merger. Additional information regarding the directors and executive officers of the Company, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the Proxy Statement and other relevant materials filed with the SEC, and may be found in the Company’s definitive proxy statement for its 2026 annual meeting of stockholders, its Annual Report on Form 10-K for the year ended December 31, 2025, and subsequently filed statements of beneficial ownership on Forms 3, 4 and 5. These documents are available free of charge at the SEC’s website at www.sec.gov and from the Company as described above.

No Offer or Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Cautionary Statements Regarding Forward-Looking Statements

Some statements in this release, which are not historical facts, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. These statements also constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Forward-looking statements include statements about Arcosa’s estimates, expectations, beliefs, intentions or strategies for the future. Arcosa uses the words “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” “guidance,” “outlook,” “strategy,” “plans,” “goal,” 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 the ability of the parties to complete the Merger on the anticipated terms and timing, or at all; the satisfaction or waiver of the conditions to the completion of the Merger, including obtaining the required Company Stockholder Approval and regulatory approvals; the risk that the Company’s stock price may fluctuate during the pendency of the Merger and may decline if the Merger is not completed; the possibility that competing offers to the Merger will be made; litigation relating to the Merger instituted against the Company or its directors or officers, including the delay, expense or other effects of any outcomes related thereto; the risk that disruptions from the Merger will harm the Company’s business, including current plans and operations, including during the pendency of the Merger; the ability of the Company to retain, motivate and hire key personnel during the pendency of the Merger; the diversion of management’s time and attention from ordinary course business operations to completion of the Merger; potential adverse reactions or changes to business relationships resulting from the announcement, pendency or completion of the Merger; certain restrictions during the pendency of the Merger that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, or unexpected costs, liabilities or delays associated with the transaction; the response of competitors to the transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances requiring the Company to pay a termination fee; assumptions, risks and uncertainties regarding the failure to achieve the expected benefits of acquisitions or divestitures; market conditions and customer demand for Arcosa’s business products and services; the impact of Arcosa's level of indebtedness; the cyclical nature of, and seasonal or weather impact on, the industries in which Arcosa competes; competition and other competitive factors; governmental and regulatory factors; changing technologies; availability of growth opportunities; market recovery; ability to improve margins; the impact of inflation and costs of materials; restrictions or closures of critical supply routes such as the Strait of Hormuz; impacts from the Inflation Reduction Act and One Big Beautiful Bill Act; the delivery or satisfaction of any backlog or firm orders; the impact of pandemics on Arcosa’s business; the impact of tariffs; and Arcosa’s ability to execute its long-term strategy, and such forward-looking statements are not guarantees of future performance. For further discussion of such risks and uncertainties, see “Risk Factors” and the “Forward-Looking Statements” section of “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Arcosa's Form 10-K for the year ended December 31, 2025 and as may be revised and updated by Arcosa's Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

TABLES TO FOLLOW

INVESTOR CONTACTS

Erin Drabek
VP of Investor Relations

T 972.942.6500
InvestorResources@arcosa.com

David Gold
ADVISIRY Partners

T 212.661.2220
David.Gold@advisiry.com

MEDIA CONTACT

Media@arcosa.com