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Southland Announces Third Quarter 2024 Results

SLND

Southland Holdings, Inc. (NYSE American: SLND and SLND WS) (“Southland”), a leading provider of specialized infrastructure construction services, today announced financial results for the quarter ended September 30, 2024.

  • Revenue of $173.3 for the quarter ended September 30, 2024, compared to $312.5 million for the quarter ended September 30, 2023.
  • Gross loss of $51.1 million for the quarter ended September 30, 2024, compared to $29.5 million in gross profit for the quarter ended September 30, 2023.
  • Net loss attributable to stockholders of $54.7 million, or $(1.14) per share for the quarter ended September 30, 2024, compared to a net income attributable to stockholders of $3.8 million, or $0.08 per share for the quarter ended September 30, 2023.
  • EBITDA of $(58.7) million for the quarter ended September 30, 2024, compared to $22.3 million for the quarter ended September 30, 2023. (1)
  • Backlog of $2.74 billion, compared to $2.54 billion as of September 30, 2023.(1)

(1)

Please refer to “Non-GAAP Measures” and reconciliations for our non-GAAP financial measures, including, “EBITDA” and “Backlog”

Southland’s President & Chief Executive Officer, Frank Renda, said, “While this quarter was disappointing due to legacy project impacts, I remain very confident in Southland's long-term outlook. We finished the quarter with the highest quarter end cash balance we have had since becoming a public company and backlog of $2.7 billion. This positions us to capitalize on a promising pipeline of opportunities as demand for our services continues to be robust.”

2024 Third Quarter Results

Condensed Consolidated Statements of Operations (unaudited)

Three Months Ended

(Amounts in thousands)

September 30, 2024

September 30, 2023

Revenue

$

173,320

$

312,472

Cost of construction

224,425

282,943

Gross profit (loss)

(51,105)

29,529

Selling, general, and administrative expenses

17,492

15,247

Operating income (loss)

(68,597)

14,282

Gain (loss) on investments, net

5

(21)

Other income, net

841

2,151

Interest expense

(7,520)

(6,231)

Earnings (losses) before income taxes

(75,271)

10,181

Income tax expense (benefit)

(17,142)

5,390

Net income (loss)

(58,129)

4,791

Net income (loss) attributable to noncontrolling interests

(3,402)

991

Net income (loss) attributable to Southland Stockholders

$

(54,727)

$

3,800

Net income (loss) per share attributable to common stockholders

Basic (1)

$

(1.14)

$

0.08

Diluted (1)

$

(1.14)

$

0.08

Weighted average shares outstanding

Basic (1)

48,105,512

47,856,114

Diluted (1)

48,105,512

47,872,042

_____________________________

(1)

Basic net income (loss) per share is the same as diluted net loss per share attributable to common stockholders for the three months ended September 30, 2024, because the inclusion of potential shares of common stock would have been anti-dilutive.

Revenue for the three months ended September 30, 2024, was $173.3 million, a decrease of $139.2 million, or 44.5%, compared to the three months ended September 30, 2023. Materials & Paving business contributed $17.5 million to revenue in the three months ended September 30, 2024.

Gross loss for the three months ended September 30, 2024, was $51.1 million, compared to gross profit of $29.5 million for the three months ended September 30, 2023. Gross margin decreased from 9.5% to (29.5)% for the three months ended September 30, 2024, compared to the three months ended September 30, 2023. Materials & Paving business negatively impacted gross loss by $18.3 million in the three months ended September 30, 2024.

Selling, general, and administrative costs for the three months ended September 30, 2024, were $17.5 million, an increase of $2.2 million, or 14.7%, compared to the three months ended September 30, 2023. Selling, general, and administrative costs as a percent of revenue were 10.1% for the three months ended September 30, 2024, compared to 4.9% for the three months ended September 30, 2023.

Condensed Consolidated Statements of Operations (unaudited)

Nine Months Ended

(Amounts in thousands)

September 30, 2024

September 30, 2023

Revenue

$

712,929

$

844,228

Cost of construction

783,635

829,550

Gross profit (loss)

(70,706)

14,678

Selling, general, and administrative expenses

47,566

47,266

Operating loss

(118,272)

(32,588)

Loss on investments, net

(18)

(3)

Other income, net

2,430

23,559

Interest expense

(19,895)

(13,790)

Losses before income taxes

(135,755)

(22,822)

Income tax benefit

(32,796)

(11,446)

Net loss

(102,959)

(11,376)

Net income (loss) attributable to noncontrolling interests

(1,749)

2,314

Net loss attributable to Southland Stockholders

$

(101,210)

$

(13,690)

Net loss per share attributable to common stockholders

Basic (1)

$

(2.11)

(0.29)

Diluted (1)

$

(2.11)

(0.29)

Weighted average shares outstanding

Basic (1)

48,020,822

46,771,938

Diluted (1)

48,020,822

46,771,938

______________________________

(1)

Basic net loss per share is the same as diluted net loss per share attributable to common stockholders for the nine months ended September 30, 2024, and September 30, 2023, because the inclusion of potential shares of common stock would have been anti-dilutive for the periods presented.

Revenue for the nine months ended September 30, 2024, was $712.9 million, a decrease of $131.3 million, or 15.6%, compared to the nine months ended September 30, 2023. Materials & Paving business contributed $65.0 million to revenue in the nine months ended September 30, 2024.

Gross loss for the nine months ended September 30, 2024, was $70.7 million, compared to gross profit of $14.7 million for the nine months ended September 30, 2023. Gross margin decreased from 1.7% to (9.9)% for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. Materials & Paving business negatively impacted gross loss by $75.4 million in the nine months ended September 30, 2024.

Selling, general, and administrative costs for the nine months ended September 30, 2024, were $47.6 million, an increase of $0.3 million, or 0.6%, compared to the nine months ended September 30, 2023. Selling, general, and administrative costs as a percent of revenue were 6.7% for the nine months ended September 30, 2024, compared to 5.6% for the nine months ended September 30, 2023.

Segment Revenue

Three Months Ended

(Amounts in thousands)

September 30, 2024

September 30, 2023

% of Total

% of Total

Segment

Revenue

Revenue

Revenue

Revenue

Civil

$

55,849

32.2%

$

90,708

29.0%

Transportation

117,471

67.8%

221,764

71.0%

Total revenue

$

173,320

100.0%

$

312,472

100.0%

Nine Months Ended

(Amounts in thousands)

September 30, 2024

September 30, 2023

% of Total

% of Total

Segment

Revenue

Revenue

Revenue

Revenue

Civil

$

219,490

30.8%

$

229,264

27.2%

Transportation

493,439

69.2%

614,964

72.8%

Total revenue

$

712,929

100.0%

$

844,228

100.0%

Segment Gross Profit (Loss)

Three Months Ended

(Amounts in thousands)

September 30, 2024

September 30, 2023

% of Segment

% of Segment

Segment

Gross Loss

Revenue

Gross Profit

Revenue

Civil

$

(18,336)

(32.8)%

$

12,465

13.7%

Transportation

(32,769)

(27.9)%

17,064

7.7%

Gross profit (loss)

$

(51,105)

(29.5)%

$

29,529

9.5%

Nine Months Ended

(Amounts in thousands)

September 30, 2024

September 30, 2023

% of Segment

% of Segment

Segment

Gross Profit

Revenue

Gross Profit

Revenue

Civil

$

8,694

4.0%

$

27,137

11.8%

Transportation

(79,400)

(16.1)%

(12,459)

(2.0)%

Gross profit (loss)

$

(70,706)

(9.9)%

$

14,678

1.7%

Adjusted EBITDA Reconciliation

Three Months Ended

Nine Months Ended

(Amounts in thousands)

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

Net income (loss) attributable to Southland Stockholders

$

(54,727)

$

3,800

$

(101,210)

$

(13,690)

Depreciation and amortization

5,776

7,968

16,925

24,704

Income tax expense (benefit)

(17,142)

5,390

(32,796)

(11,446)

Interest expense

7,520

6,231

19,895

13,790

Interest income

(167)

(1,060)

(527)

(1,358)

EBITDA

(58,740)

22,329

(97,713)

12,000

Transaction related costs

1,594

Contingent earnout consideration non-cash expense reversal

(20,689)

Adjusted EBITDA

$

(58,740)

$

22,329

$

(97,713)

$

(7,095)

Backlog

(Amounts in thousands)

Balance December 31, 2023

$

2,834,966

New contracts, change orders, and adjustments

615,151

Less: contract revenue recognized in 2024

(712,928)

Balance September 30, 2024

$

2,737,189

Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share Attributable to Common Stock Reconciliation

Three Months Ended

Nine Months Ended

(Amounts in thousands except shares and per share data)

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

Reconciliation of adjusted net loss attributable to common stock:

Net income (loss) attributable to common stock (GAAP as reported)

$

(54,727)

$

3,800

$

(101,210)

$

(13,690)

Adjustments:

Transaction related costs

1,594

Contingent earnout consideration non-cash expense

(20,689)

Income tax impact of adjustments (1)

(311)

Adjusted net income (loss) attributable to common stockholders

$

(54,727)

$

3,800

$

(101,210)

$

(33,096)

Weighted average shares outstanding for diluted and adjusted diluted earnings per share (2)

48,105,512

47,872,042

48,020,822

46,771,938

Diluted income (loss) per share attributable to common stock (2)

$

(1.14)

$

0.08

$

(2.11)

$

(0.29)

Adjusted diluted income (loss) per share attributable to common stock (2)

$

(1.14)

$

0.08

$

(2.11)

$

(0.71)

____________________________

(1)

The income tax impact of adjustments that are subject to tax is determined using the incremental statutory tax rates of the jurisdictions to which each adjustment relates for the respective periods.

(2)

Basic net income (loss) per share is the same as diluted net income (loss) per share attributable to common stockholders for the three and nine months ended September 30, 2024, and the nine months ended September 30, 2023, because the inclusion of potential shares of common stock would have been anti-dilutive for the periods presented.

Condensed Consolidated Balance Sheets (unaudited)

(Amounts in thousands, except share and per share data)

As of

ASSETS

September 30, 2024

December 31, 2023

Current assets

Cash and cash equivalents

$

91,378

$

49,176

Restricted cash

15,370

14,644

Accounts receivable, net

193,124

194,869

Retainage receivables

108,651

109,562

Contract assets

456,176

554,202

Other current assets

19,223

20,083

Total current assets

883,922

942,536

Property and equipment, net

114,034

102,150

Right-of-use assets

13,584

12,492

Investments - unconsolidated entities

125,588

121,648

Investments - limited liability companies

2,590

2,590

Investments - private equity

3,095

3,235

Deferred tax asset

39,334

11,496

Goodwill

1,528

1,528

Intangible assets, net

1,418

1,682

Other noncurrent assets

1,701

1,711

Total noncurrent assets

302,872

258,532

Total assets

$

1,186,794

$

1,201,068

LIABILITIES AND EQUITY

Current liabilities

Accounts payable

$

164,897

$

162,464

Retainage payable

35,954

40,950

Accrued liabilities

101,939

124,667

Current portion of long-term debt

43,072

48,454

Short-term lease liabilities

8,829

14,081

Contract liabilities

243,505

193,351

Total current liabilities

598,196

583,967

Long-term debt

275,237

251,906

Long-term lease liabilities

6,085

5,246

Deferred tax liabilities

1,952

2,548

Long-term accrued liabilities

58,075

49,109

Financing obligations, net

41,464

Other noncurrent liabilities

47,751

47,728

Total long-term liabilities

430,564

356,537

Total liabilities

1,028,760

940,504

Commitment and contingencies (Note 7)

Stockholders' equity

Preferred stock, $0.0001 par value, authorized 50,000,000 shares, none issued and outstanding as of September 30, 2024 and December 31, 2023

Common stock, $0.0001 par value, authorized 500,000,000 shares, 48,105,512 and 47,891,984 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively

5

5

Additional paid-in-capital

271,798

270,330

Accumulated deficit

(120,463)

(19,253)

Accumulated other comprehensive loss

(2,276)

(1,460)

Total stockholders' equity

149,064

249,622

Noncontrolling interest

8,970

10,942

Total equity

158,034

260,564

Total liabilities and equity

$

1,186,794

$

1,201,068

Condensed Consolidated Statement of Cash Flows (unaudited)

Nine Months Ended

(Amounts in thousands)

September 30, 2024

September 30, 2023

Cash flows from operating activities:

Net loss

$

(102,959)

$

(11,376)

Adjustments to reconcile net loss to net cash used in operating activities

Depreciation and amortization

16,925

24,704

Loss on extinguishment of debt

246

Deferred taxes

(28,379)

(22,148)

Change in fair value of earnout liability

(20,689)

Share based compensation

1,674

484

Gain on sale of assets

(3,279)

(118)

Foreign currency remeasurement gain

(53)

(37)

Loss (earnings) from equity method investments

2,453

(5,102)

TZC investment present value accretion

(3,367)

(1,828)

Loss on trading securities, net

18

3

Changes in assets and liabilities:

Accounts receivable

2,196

(69,471)

Contract assets

97,801

(4,376)

Other current assets

859

1,564

Right-of-use assets

(1,096)

4,034

Accounts payable and accrued liabilities

(22,659)

20,584

Contract liabilities

50,115

53,048

Operating lease liabilities

1,227

(3,991)

Other

520

(1,873)

Net cash provided by (used in) operating activities

12,242

(36,588)

Cash flows from investing activities:

Purchase of property and equipment

(6,210)

(7,475)

Proceeds from sale of property and equipment

4,453

7,461

Contributions to other investments

(59)

Distributions from other investments

181

47

Distributions from investees

4,183

Capital contribution to unconsolidated investments

(250)

(540)

Net cash provided by (used in) investing activities

2,298

(507)

Cash flows from financing activities:

Borrowings on revolving credit facility

5,000

3,000

Payments on revolving credit facility

(95,000)

(8,000)

Borrowings on notes payable

167,784

115,355

Payments on notes payable

(80,613)

(111,908)

Proceeds from financing obligations

42,500

Payments of deferred financing costs

(5,468)

(578)

Pre-payment premium

(246)

Advances from related parties

425

Payments to related parties

(4)

Payments on finance lease and financing obligations

(5,314)

(3,538)

Distribution to members

(110)

Payment of taxes related to net share settlement of RSUs

(206)

Proceeds from merger of Legato II and Southland Holdings, LLC

17,088

Net cash provided by financing activities

28,437

11,730

Effect of exchange rate on cash

(49)

126

Net increase (decrease) in cash and cash equivalents and restricted cash

42,928

(25,239)

Beginning of period

63,820

71,991

End of period

$

106,748

$

46,752

Supplemental cash flow information

Cash paid for income taxes

$

1,079

$

3,033

Cash paid for interest

$

18,886

$

12,704

Non-cash investing and financing activities:

Lease assets obtained in exchange for new leases

$

9,881

$

8,529

Assets obtained in exchange for notes payable

$

23,286

$

8,626

Related party payable exchanged for note payable

$

3,797

$

Issuance of post-merger earn out shares

$

$

35,000

Dividend financed with notes payable

$

$

50,000

Conference Call

Southland will host a conference call at 10:00 a.m. Eastern Time on Wednesday, November 13, 2024. The call may be accessed here, or at southlandholdings.com. Following the conference call, a replay will be available on Southland’s website.

About Southland

Southland is a leading provider of specialized infrastructure construction services. With roots dating back to 1900, Southland and its subsidiaries form one of the largest infrastructure construction companies in North America, with experience throughout the world. The company serves the bridges, tunnelling, communications, transportation and facilities, marine, steel structures, water and wastewater treatment, and water pipeline end markets. Southland is headquartered in Grapevine, Texas.

For more information, please visit Southland’s website at southlandholdings.com.

Non-GAAP Financial Measures

This press release includes certain unaudited financial measures not presented in accordance with generally accepted accounting principles (“GAAP”), including but not limited to earnings before interest, taxes, depreciation, and amortization (“EBITDA”), adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”), backlog, adjusted net income (loss), adjusted net income (loss) per share and certain ratios and other metrics derived therefrom. Note that other companies may calculate these non-GAAP financial measures differently, and therefore such financial measures may not be directly comparable to similarly titled measures of other companies. Further, these non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. Southland believes that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Southland’s financial condition and results of operations. Southland also believes that these non-GAAP financial measures provide an additional tool for investors to use in evaluating ongoing operating results and trends. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which items of expense and income are excluded or included in determining these non-GAAP financial measures.

Please see the accompanying tables for reconciliations of the following non-GAAP financial measures for Southland’s current and historical results: adjusted net income (loss) per share attributable to common stock (a non-GAAP financial measure) to net income (loss) per share attributable to common stock; and adjusted net income (loss) attributable to common stock, and Adjusted EBITDA (non-GAAP financial measures) to net income (loss) attributable to common stock.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on Southland’s current beliefs, expectations and assumptions regarding the future of Southland’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Southland’s control. Southland’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

Any forward-looking statement made by Southland in this press release is based only on information currently available to Southland and speaks only as of the date on which it is made. Southland undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.



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