Arcosa, Inc. (ACA) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen. My name is Ryland, and I will be your conference call coordinator today. As a reminder, today's call is being recorded. A copy of the slide presentation for this afternoon's call are posted at the company's Investor Relations website, www.ir.arcosa.com. Today's comments and presentation slides contain financial measures that have not been prepared in ordinance (sic) [ accordance ] with generally accepted accounting principles. Reconciliations of non-GAAP financial measures to the close GAAP measure are also included in the appendix of the slide presentation. Let me also remind you that today's conference call contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. Please refer to the company's SEC filings for more information on those risks and uncertainties. [Operator Instructions] I would now like to turn the call over to Arcosa. You may begin.

Thank you, operator. Good afternoon, everyone, and I thank you for joining our conference call today. I'm Antonio Carrillo, Arcosa's President and CEO. And I'm joined in the room with Arcosa's CFO, Scott Beasley. We're extremely excited to announce our agreement to acquire StonePoint Materials, one of the top 25 aggregates producers in the United States. We believe this acquisition is an excellent strategic fit for Arcosa since StonePoint is a premier scale aggregates platform that should advance our evolution towards a higher margin, higher growth and less cyclical portfolio. StonePoint has attractive geographic operations that expand Arcosa's current aggregate footprint in Texas and Louisiana, while providing an entry into new high-growth regions, particularly Western Tennessee. Additionally, it provides a new pipeline of bolt-on acquisitions and organic growth opportunities in the construction materials space. We expect it to be accretive to earnings and margins day 1. As we show on Slide 4, StonePoint produces roughly 9 million tons of aggregates with 20 operating locations and more than 40 years of reserves. It operates in 3 key geographies: The Gulf Coast; Tennessee/Kentucky; and Pennsylvania/West Virginia. In 2019, StonePoint generated revenue of $147 million and adjusted EBITDA of $33 million. 2020 was a lower year because of COVID-related slowdowns in several of their markets, particularly Pennsylvania and Kentucky. But the company still earned roughly $28 million of adjusted EBITDA in the last 12 months with a margin of approximately 24%. We expect StonePoint to generate at least $30 million of adjusted EBITDA in 2021. And we forecast StonePoint's return to 2019 pre-pandemic level of $33 million of adjusted EBITDA by 2022 through expected operating synergies and construction market recovery in several of its geographies. The purchase price is $375 million. Adjusting for the expected tax benefits of the transaction, the purchase price implies a multiple of between 11 and 12x EBITDA, which we view as a fair multiple for a scaled aggregates platform with strong geographic exposure and healthy demand drivers. Turning to Slide 5. StonePoint generates roughly 80% of its EBITDA from aggregates which includes 4 limestone quarries and 10 sand and gravel mines. Additionally, StonePoint operates 4 asphalt plants in Tennessee and Kentucky, which are integrated with their aggregates business. These 4 asphalt plants will be Arcosa's first entry into asphalt since our spin-off. And these particular operations provide a valuable channel to market, large infrastructure market exposure and healthy margins. We will continue to prioritize acquisitions where aggregates are the main base of operations, but are open to asphalt in certain markets where it adds value to the aggregates business. The company also operates 2 marine terminals in Tennessee and Kentucky that are co-located with their aggregates mines. On Slide 6, we include more details on each of the company's 3 geographic regions. Over a multiyear period, the company has earned roughly equal EBITDA from the 3 regions. Starting with the Gulf Coast. StonePoint has a complementary footprint to Arcosa's footprint in Louisiana and Texas. StonePoint operates 10 sand and gravel mines across the region, and it helps expand our ability to serve MSAs along the I-10 corridor, including New Orleans and Baton Rouge, as well as LNG and petrochemical infrastructure along the Gulf Coast. StonePoint's footprint extends west to Houston, enhancing our ability to serve customers across the Houston region. We expect commercial and operating synergies from combining our current footprint with StonePoint's additional mines. Next, we're excited to enter the Western Tennessee and Kentucky market with this acquisition. StonePoint has a strong position in Western Tennessee, a region that is expected to grow quickly as Nashville expands in all directions. StonePoint's base of operations along the Cumberland River in Clarksville, Tennessee provides a foothold to expand into other Tennessee and Kentucky MSAs, and we plan to deploy additional capital to grow in these areas. StonePoint's third region is Pennsylvania and West Virginia, where it operates an underground limestone mine in Southwestern Pennsylvania. Construction activity in the region was down in 2020 as Pennsylvania went through one of the more severe COVID-related construction slowdowns in the country. But we expect 2021 to be a better year as DOT work recovers in Pennsylvania/West Virginia and the company benefits from recent investments to better serve the infrastructure market. Additionally, the company provides limestone to projects tied to Marcellus gas drilling activity, which we expect to recover from 2020 levels. Overall, the 3 regions serve a healthy mix of infrastructure, residential and nonresidential construction markets and improve the geographic diversity of our business. The acquisition should take Arcosa aggregates production to over 30 million tons of aggregates and specialty materials, plus between 3 million and 4 million tons of recycled aggregates. On Slide 7, we further describe how the acquisition enhances the scale of our construction materials platform and accelerates our shift to a higher margin, more stable portfolio for Arcosa. StonePoint will be the fourth major aggregates acquisition we have made since our spin-off in 2018. And combined with synergies and organic growth across our platform, we have grown construction products to account for almost half of Arcosa's EBITDA. These acquisitions have helped improve our company-wide margins from 12.8% in 2018 to about 15% in 2020 pro forma for StonePoint. This acquisition aligns very well with our long-term strategic priorities of growing in attractive markets, reducing our cyclicality and improving our long-term returns on invested capital. We plan to fund the acquisition with a combination of cash on hand and borrowings available under our $500 million revolving credit facility, and we expect to refinance the borrowings with longer-term debt. It will take our net debt to adjusted EBITDA to roughly 1.7x, still below our long-term target of 2 to 2.5x. Finishing up on Slide 8, StonePoint represents an excellent strategic opportunity for Arcosa. It fits well with the strategic plan that we have laid out since our spin-off, and it expands our geographic footprint, reserve profile and roster of talented and experienced construction materials or operating teams. We expect it to be accretive to earnings and margins from day 1, and we plan to use the 3 regions as new growth platforms to deploy additional capital into the construction materials space. We're excited to welcome the StonePoint team to the Arcosa family and to continue to advance our long-term vision. Operator, please open the call for questions.

[Operator Instructions] We will take our first question from Julio Romero.

Congratulations on the acquisition.

Thank you, Julio.

I guess my first question would just be if you can speak more to the geographic overlap with the current portfolio. I know you mentioned there's overlap in Houston, but it seems to be newer areas with Pennsylvania, Kentucky and Tennessee. And then secondly, if you can speak -- I guess, my follow-up would be, would -- can you speak to the opportunities in those new geographies? I know you mentioned, I think in the prepared remarks, that you would be open to further opportunities that are a mix of both aggregates and asphalt.

Sure. Let me start with your first question on the overlap. And I would characterize the -- let me start with the southern region, The Gulf Coast. I would characterize it more like a complementary footprint than an overlap. They have -- we have a little overlap with a couple of mines, but mostly, it's complementary. It gives us access, as I mentioned, to new MSAs that we don't have access like New Orleans and Baton Rouge. And it has -- they have mines across the I-10 corridor that expands all the way west to Houston. And if you remember, at Houston, we do have a small presence in aggregates. But our biggest presence is really with recycled aggregates. So I would say that this enhances our ability in the Houston area to continue to combine recycled aggregates with natural aggregates and serve our customers and prove our model, which is what we want to do is we want to grow in that model of combining and being able to offer our customers both recycled and natural aggregates in that region. So it's a complementary footprint in the South. Tennessee and -- Tennessee/Kentucky and Pennsylvania/West Virginia really new regions. The acquisition comes with a list of bolt-ons that they were working on, potential inorganic opportunities at very reasonable multiples that we -- similar to what we've been doing in our Texas region. And they also come with a significant amount of organic opportunities, greenfields and other projects that we'll be evaluating once we once we take over the company. So I think we're excited not only for the presence, but also for the opportunities to continue to bolt-on around these 2 new platforms in Kentucky and Tennessee and Pennsylvania/West Virginia. So that's the way to see these new platforms.

Our next question comes from Stefanos Crist.

Congrats on the acquisition.

Thank you, Stefanos.

My first question is, can you maybe talk about those new markets you're entering? Maybe how pricing and volumes have evolved over the last 3 to 5 years? And any differences in your existing markets?

I think that's what got us excited about this opportunity of this acquisition. Those are markets that have behaved more or less similar to what we've seen across our footprint with market price increases of generally 4% to 5% a year and volume increases depending on the construction area, pretty solid volume increases in the infrastructure area. As we mentioned in the prepared remarks, the Pennsylvania region has some more exposure to the Marcellus Shale that they've been moving away. But they still have some exposure there, and they've made some investments recently that will help them focus more on the infrastructure side. And that -- I think that's a good upside potential for us. So overall, I would say, I would characterize these 2 markets as very similar to market dynamics that we've seen in other places.

Great. And for my follow-up, can you tell us how this acquisition came about? Who was prior ownership, and any details there?

Yes. The acquisition was -- the company is still owned by a private equity. And we have been -- if you remember, as we've talked throughout our previous conference calls, finding new platforms has been one of our priorities over the last year, and it's not easy to find scaled aggregates producers. So we've been working to find which ones we -- which ones are actionable and which ones we like. And we started conversations on a one-on-one basis with the private equity. We came to an agreement on exclusivity, and we've been working on this for a few months on due diligence and all the things that need to be done to get it done. So it was an exclusive agreement between 2 parties. And it's something that we're excited because the way -- it's one of those things that came together very nicely for us.

Great. Congrats again.

Thanks.

Our next question comes from Zane Karimi.

My first one is, I think you mentioned you expect the business to return to the pre pandemic levels by 2022. And are you seeing any evidence of that recovery in its end markets today?

Yes. We've seen the number for the year, for the beginning of the year, and they look much better than, let's say, the trend that they had after COVID started last year. So there's improvement there. So that's, I think, what gives us some confidence that this is going to happen. We mentioned 2 things. Pennsylvania and West Virginia, especially Pennsylvania, had a very severe lockdown last year during the pandemic and that's not only for StonePoint, but more importantly, for their customers. And that was what created the slowdown. The second is this exposure that I mentioned on the Marcellus Shale, which also slowed down pretty dramatically. So we have seen improvement in several parts of the demand, not only in the infrastructure piece but also on the gas side. If you look at the rigs, it's improving. And then you have the synergies. We have synergies that we want, we are convinced we are going to generate. We have a good sense about them. But of course, we still need to acquire the company, close the transaction, talk to management, validate our synergies. But I think we have a very good sense of what the synergies are. And that's why the opportunities are to expand organically and inorganically. So I think the combination of recovery plus synergies, plus organic and inorganic growth is what we are excited about.

Okay. And for my follow-up, is there more of an emphasis in certain markets, for example, residential, non-resi or infrastructure?

Yes. The -- as I mentioned before, I think the Tennessee/Kentucky and the Texas market, I think, has more infrastructure in residential than anything else. But they do have a portion of nonresidential. The Pennsylvania side, they had -- they did not have such a huge -- they have a smaller portion around infrastructure and housing and a bigger exposure to some of the oil and gas plays up there. So the goal of the company has been, over the last few years, to shift towards a more infrastructure focus. And I think they have a very good plan to achieve it, and that's going to be our focus. I think in that region, the infrastructure piece is something that we're going to be focusing on.

Our next question will come from Ian Zaffino.

Congratulations on the deal. Glad to see you guys are following up with what you're saying, doing more deals in aggregates.

Thank you.

You're welcome. Question would be -- and I guess, maybe 2 here is, when you talk about reaching pre-pandemic growth, I think that's very helpful for that. But can you maybe give us a sense of the underlying growth in that business? What we should expect? And I know it's sort of like a 2022 into 2023 question, but I'm just trying to get the underlying sense of demand in these markets. You've been in Texas. That's been a fantastic market for you. So as you kind of branch out of Texas, I'm trying to think about what we should expect from a growth rate?

Yes. I think the geographic footprint, let me start with Texas, I think you know what to expect. I think all this I-10 corridor is very strong and very healthy and brings additional opportunities. So I think we know that market very well. The Tennessee and Kentucky market, especially the Tennessee one, we're very excited about where their base is. There is really good opportunities to continue to expand and take advantage of the Nashville growth. And I think that gives us the confidence that we are going to see good growth, organic growth in that market similar to what we're seeing in other high-growth areas, both from volumes and pricing. I think as a company, they have really good practices. And I think we have good practices. We'll learn from each other and improve on those operating procedures. So that will also help us improve in that region. And then Pennsylvania, probably has a slower growth region. You will see some -- pricing is very stable and pricing momentum can be carried similar to the rest of the country in terms of pricing increases. But volumes are probably a little less attractive in terms of growth. And that's why the focus in that region is shifting our volumes from the natural gas towards infrastructure, which has not been the emphasis of this company. So as we move towards more infrastructure, I think the growth in Pennsylvania can return to faster growth, while at the same time, picking up the pricing increases. So I think we have work to do in Pennsylvania to move from oil and gas to infrastructure. And that's where the growth will come.

Okay. And then maybe this is a question for Scott. Thanks for this breakdown of what the businesses are generating pro forma, Slide 7. If we were to further maybe back out some of the construction support business, how much is actually going to be aggregates and materials in that construction bucket?

So we said last year, we had between $70 million and $80 million of revenue in construction site support. So everything other than that is in our aggregates and specialty materials businesses.

Okay. Good. And then just final question here is, how do we think about the margins of this acquisition on the aggregate side or the materials side versus your existing materials business? Is it similar, higher or lower? I guess you have some more mature markets here, so...

Great. This is Scott. I'll take that one. The margin in the last 12 months has been about 24% for StonePoint. That's right in line with our segment average of 24% in 2020 and it's very accretive to our overall Arcosa margins, which were closer to 14%, 15%. So this really helps us continue to reposition our overall portfolio into the higher-margin segment of construction materials.

Congratulations.

Thanks.

And we have a final question from Justin Bergner.

Congrats on the deal today.

Justin, thank you.

First question is as I look at the revenue and EBITDA, it seems like the revenue fell pretty materially, but the decrementals on an EBITDA basis muted in 2020 and sort of looking into 2021. So should I think about Sun Capital as having made temporary cost reductions that are going to limit the increment on the way back? Or what was the reason for the low decrementals on the way down?

Sure. This is Scott. If you look at their margin performance in 2020 versus 2019, it was actually pretty similar to our construction products margin where we were able to expand in 2020 by a few hundred basis points. One, they had the benefit of lower fuel costs in 2020. Two, they were able to institute a lot of operational cost control measures that we were able to as well at our legacy businesses. And the combination of those 2 -- and we had industry level price increases. So those 3 things combined helped expand their margins by about 300 basis points. Our margins at our legacy businesses expanded by roughly the same amount. So we're confident that these are sustainable margins. And it will continue to be in line with our overall construction products margins.

Okay. Understood. That makes sense. With respect to the long-term debt you plan to term out, what type of cost of capital should one assume for the long-term debt, if you're willing to sort of give us some pointers there?

Sure. This is Scott. Let me start by saying at the end of 2020, we had roughly $95 million of cash, plus $370 million of committed revolver capacity. So we have plenty of liquidity to finance this acquisition in our current status. When the time is right to refinance with longer-term debt, we have a number of options available to us. Like you said, long-term interest rates are still attractive relative to historical levels. So we'll likely refinance when the time is right.

And we do not have any further questions at this time. I will turn it back over to the speakers.

Thank you very much for joining us in today's call, and we look forward to updating you in a few weeks.

This concludes today's program. Thank you for your participation, and you may disconnect at any time.