SLND Southland Holdings Inc

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 and full year ended December 31, 2023.

Fourth Quarter 2023 Results Include:

• Revenue of $316.2 million for the quarter ended December 31, 2023, up 7% from $294.8 million for the quarter ended December 31, 2022.
• Gross profit of $21.1 million for the quarter ended December 31, 2023, compared to $35.9 million for the quarter ended December 31, 2022.
• Net loss attributable to stockholders of $5.6 million, or $(0.12) per share for the quarter ended December 31, 2023, compared to a net income attributable to stockholders of $19.5 million for the quarter ended December 31, 2022.
• EBITDA of $9.1 million for the quarter ended December 31, 2023, compared to $32.0 million for the quarter ended December 31, 2022.
• New awards of approximately $600 million in the quarter.
• Backlog of $2.83 billion, up 12% compared to $2.54 billion as of September 30, 2023.

Full Year 2023 Results Include:

• Revenue of $1.2 billion for the year ended December 31, 2023, approximately flat from $1.2 billion for the year ended December 31, 2022.
• Gross profit of $35.8 million for the year ended December 31, 2023, compared to $140.9 million for the year ended December 31, 2022.
• Net loss attributable to stockholders of $19.3 million, or $(0.41) per share for the year ended December 31, 2023, compared to a net income attributable to stockholders of $60.5 million for the year ended December 31, 2022.
• Adjusted Net loss attributable to stockholders of $38.7 million, or $(0.82) per share for the year ended December 31, 2023, compared to a net income attributable to stockholders of $60.5 million for the year ended December 31, 2022. (1)

(1)

Please refer to “Non-GAAP Measures” and reconciliations for our non-GAAP financial measures, including, “Adjusted Net Loss,” and “Adjusted Net Loss Per Share”

Southland’s President and Chief Executive Officer, Frank Renda, said, “We fought many headwinds in 2023, yet continued to better position ourselves for the future. I'm proud of our teams for making solid operational headway in challenging circumstances as our legacy backlog continues to decline, and recently awarded new projects ramp up construction activities. We finished the year with approximately $600 million of new awards in the fourth quarter and we remain optimistic about the opportunities we are tracking in our core business fueled by local, state, and federal spending as we progress in 2024.”

2023 Fourth Quarter & Full Year Results

Condensed Consolidated Statements of Operations

 

 

 

 

 

 

 

Three Months Ended

(Amounts in thousands)

December 31, 2023

 

December 31, 2022

Revenue

$

316,189

 

$

294,804

Cost of construction

 

295,053

 

 

258,948

Gross profit

 

21,136

 

 

35,856

Selling, general, and administrative expenses

 

19,929

 

 

14,836

Operating income

 

1,207

 

 

21,020

Gain on investments, net

 

33

 

 

3

Other income, net

 

21

 

 

1,268

Interest expense

 

(5,681)

 

 

(2,574)

Earnings (losses) before income taxes

 

(4,420)

 

 

19,717

Income tax expense (benefit)

 

2,919

 

 

(455)

Net income (loss)

 

(7,339)

 

 

20,172

Net income (loss) attributable to noncontrolling interests

 

(1,776)

 

 

634

Net income (loss) attributable to Southland Stockholders

$

(5,563)

 

$

19,538

 

 

 

 

 

 

Net income per share attributable to common stockholders

 

 

 

 

 

Basic (1)

$

(0.12)

 

 

 

Diluted (1)

$

(0.12)

 

 

 

Weighted average shares outstanding

 

 

 

 

 

Basic (1)

 

47,877,558

 

 

 

Diluted (1)

 

47,877,558

 

 

 

(1)

Southland’s historical common equity structure was in the form of membership percentages and no shares were issued. As such, reporting periods prior to the three months ended March 31, 2023, will not present share or per share data. Basic net loss per share is the same as diluted net loss per share attributable to common stockholders for the three months ended December 31, 2023, because the inclusion of potential shares of common stock would have been anti-dilutive for the period presented.

Revenue for the three months ended December 31, 2023, was $316.2 million, an increase of $21.4 million, or 7.3%, compared to the three months ended December 31, 2022. Materials & Paving business contributed $45.7 million to revenue in the three months ended December 31, 2023.

Gross profit for the three months ended December 31, 2023, was $21.1 million, a decrease of $14.7 million, or 41.1%, compared to gross profit of $35.9 million for the three months ended December 31, 2022. Gross profit margin decreased from 12.2% to 6.7% for the three months ended December 31, 2023, compared to the three months ended December 31, 2022. Materials & Paving business negatively impacted gross profit by $15.9 million in the three months ended December 31, 2023.

Selling, general, and administrative costs for the three months ended December 31, 2023, were $19.9 million, an increase of $5.1 million, or 34.3%, compared to the three months ended December 31, 2022. Selling, general, and administrative costs as a percent of revenue were 6.3% for the three months ended December 31, 2023, compared to 5.0% for the three months ended December 31, 2022.

Condensed Consolidated Statements of Operations

 

 

 

 

 

 

 

Year Ended

(Amounts in thousands)

December 31, 2023

 

December 31, 2022

Revenue

$

1,160,417

 

$

1,161,431

Cost of construction

 

1,124,603

 

 

1,020,497

Gross profit

 

35,814

 

 

140,934

Selling, general, and administrative expenses

 

67,195

 

 

58,231

Operating income (loss)

 

(31,381)

 

 

82,703

Gain (loss) on investments, net

 

30

 

 

(76)

Other income, net

 

23,580

 

 

2,204

Interest expense

 

(19,471)

 

 

(8,891)

Earnings (losses) before income taxes

 

(27,242)

 

 

75,940

Income tax expense (benefit)

 

(8,527)

 

 

13,290

Net income (loss)

 

(18,715)

 

 

62,650

Net income attributable to noncontrolling interests

 

538

 

 

2,108

Net income (loss) attributable to Southland Stockholders

$

(19,253)

 

$

60,542

 

 

 

 

 

 

Net income (loss) per share attributable to common stockholders

 

 

 

 

 

Basic (1)

$

(0.41)

 

 

 

Diluted (1)

$

(0.41)

 

 

 

Weighted average shares outstanding

 

 

 

 

 

Basic (1)

 

47,088,813

 

 

 

Diluted (1)

 

47,088,813

 

 

 

(1)

Southland’s historical common equity structure was in the form of membership percentages and no shares were issued. As such, reporting periods prior to the three months ended March 31, 2023, will not present share or per share data. Basic net loss per share is the same as diluted net loss per share attributable to common stockholders for the twelve months ended December 31, 2023, because the inclusion of potential shares of common stock would have been anti-dilutive for the period presented.

Revenue for the year ended December 31, 2023, was $1,160.4 million, a decrease of $1.0 million, or 0.1%, compared to the year ended December 31, 2022. Materials & Paving business contributed $188.3 million to revenue in the year ended December 31, 2023.

Gross profit for the year ended December 31, 2023, was $35.8 million, a decrease of $105.1 million, or 74.6%, compared to gross profit of $140.9 million for the year ended December 31, 2022. Gross profit margin decreased from 12.1% to 3.1% for the year ended December 31, 2023, compared to the year ended December 31, 2022. Materials & Paving business negatively impacted gross profit by $86.6 million in the year ended December 31, 2023.

Selling, general, and administrative costs for the year ended December 31, 2023, were $67.2 million, an increase of $9.0 million, or 15.4%, compared to the year ended December 31, 2022. Selling, general, and administrative costs as a percent of revenue were 5.8% for the year ended December 31, 2023, compared to 5.0% for the year ended December 31, 2022.

Segment Revenue

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

(Amounts in thousands)

 

December 31, 2023

December 31, 2022

 

 

 

 

 

% of Total

 

 

 

% of Total

Segment

 

Revenue

 

Revenue

Revenue

 

Revenue

Civil

 

$

108,260

 

34.2%

$

84,021

 

28.5%

Transportation

 

 

207,929

 

65.8%

 

210,783

 

71.5%

Total revenue

 

$

316,189

 

100.0%

$

294,804

 

100.0%

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended

(Amounts in thousands)

 

December 31, 2023

December 31, 2022

 

 

 

 

 

% of Total

 

 

 

% of Total

Segment

 

Revenue

 

Revenue

Revenue

 

Revenue

Civil

 

$

337,524

 

29.1%

$

305,324

 

26.3%

Transportation

 

 

822,893

 

70.9%

 

856,107

 

73.7%

Total revenue

 

$

1,160,417

 

100.0%

$

1,161,431

 

100.0%

Segment Gross Profit

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

(Amounts in thousands)

 

December 31, 2023

December 31, 2022

 

 

 

 

% of Segment

 

 

 

% of Segment

Segment

 

Gross Profit

 

Revenue

Gross Profit

 

Revenue

Civil

 

$

24,549

 

22.7%

$

17,149

 

20.4%

Transportation

 

 

(3,413)

 

(1.6)%

 

18,707

 

8.9%

Gross profit

 

$

21,136

 

6.7%

$

35,856

 

12.2%

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended

(Amounts in thousands)

 

December 31, 2023

December 31, 2022

 

 

 

 

% of Segment

 

 

 

% of Segment

Segment

 

Gross Profit

 

Revenue

Gross Profit

 

Revenue

Civil

 

$

51,686

 

15.3%

$

45,464

 

14.9%

Transportation

 

 

(15,872)

 

(1.9)%

 

95,470

 

11.2%

Gross profit

 

$

35,814

 

3.1%

$

140,934

 

12.1%

Adjusted EBITDA Reconciliation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Year ended

(Amounts in thousands)

 

December 31, 2023

 

December 31, 2022

 

December 31, 2023

 

December 31, 2022

Net income (loss) attributable to Southland Stockholders

 

$

(5,563)

 

$

19,538

 

$

(19,253)

 

$

60,542

Depreciation and amortization

 

 

5,825

 

 

10,534

 

 

30,529

 

 

45,697

Income taxes (benefit)

 

 

2,919

 

 

(455)

 

 

(8,527)

 

 

13,290

Interest expense

 

 

5,681

 

 

2,574

 

 

19,471

 

 

8,891

Interest income

 

 

215

 

 

(143)

 

 

(1,143)

 

 

(172)

EBITDA

 

 

9,077

 

 

32,048

 

 

21,077

 

 

128,248

Transaction related costs

 

 

—

 

 

—

 

 

1,594

 

 

—

Contingent earnout consideration non-cash expense reversal

 

 

—

 

 

—

 

 

(20,689)

 

 

—

Adjusted EBITDA

 

$

9,077

 

$

32,048

 

$

1,982

 

$

128,248

Backlog

 

 

 

 

(Amounts in thousands)

 

Backlog

Balance: December 31, 2022

 

$

2,973,885

New contracts, change orders, and adjustments

 

 

1,011,797

Gross backlog

 

 

3,985,682

Less: contract revenue recognized in 2023

 

 

(1,150,716)

Balance December 31, 2023

 

$

2,834,966

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

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Year Ended

(Amounts in thousands except shares and per share data)

December 31, 2023

 

December 31, 2022

 

December 31, 2023

 

December 31, 2022

Reconciliation of adjusted net income (loss) attributable to common stock:

 

 

 

 

 

 

 

 

 

 

 

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

$

(5,563)

 

$

35,199

 

$

(19,253)

 

$

60,542

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

$

(5,563)

 

$

35,199

 

$

(38,659)

 

$

60,542

 

 

 

 

 

 

 

 

 

 

 

 

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

 

47,877,558

 

 

 

 

 

47,088,813

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

$

(0.12)

 

 

 

 

$

(0.41)

 

 

 

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

$

(0.12)

 

 

 

 

$

(0.82)

 

 

 

(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)

Southland’s historical common equity structure was in the form of membership percentages and no shares were issued. As such, reporting periods prior to the three months ended March 31, 2023, will not present share or per share data. Basic net loss per share is the same as diluted net loss per share attributable to common stockholders for the nine months ended December 31, 2023, because the inclusion of potential shares of common stock would have been anti-dilutive for the period presented

Condensed Consolidated Balance Sheets

 

 

 

 

 

 

 

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

 

As of

ASSETS

 

December 31, 2023

 

December 31, 2022

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

49,176

 

$

57,915

Restricted cash

 

 

14,644

 

 

14,076

Accounts receivable, net

 

 

194,869

 

 

135,678

Retainage receivables

 

 

109,562

 

 

122,682

Contract assets

 

 

554,202

 

 

512,906

Other current assets

 

 

20,083

 

 

24,047

Total current assets

 

 

942,536

 

 

867,304

 

 

 

 

 

 

 

Property and equipment, net

 

 

102,150

 

 

114,084

Right-of-use assets

 

 

12,492

 

 

16,893

Investments - unconsolidated entities

 

 

121,648

 

 

113,724

Investments - limited liability companies

 

 

2,590

 

 

2,590

Investments - private equity

 

 

3,235

 

 

3,261

Deferred tax asset

 

 

11,496

 

 

—

Goodwill

 

 

1,528

 

 

1,528

Intangible assets, net

 

 

1,682

 

 

2,218

Other noncurrent assets

 

 

1,711

 

 

3,703

Total noncurrent assets

 

 

258,532

 

 

258,001

Total assets

 

 

1,201,068

 

 

1,125,305

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

 

$

162,464

 

$

126,385

Retainage payable

 

 

40,950

 

 

33,677

Accrued liabilities

 

 

124,667

 

 

121,584

Current portion of long-term debt

 

 

48,454

 

 

46,322

Short-term lease liabilities

 

 

14,081

 

 

16,572

Contract liabilities

 

 

193,351

 

 

131,557

Total current liabilities

 

 

583,967

 

 

476,097

 

 

 

 

 

 

 

Long-term debt

 

 

251,906

 

 

227,278

Long-term lease liabilities

 

 

5,246

 

 

10,032

Deferred tax liabilities

 

 

2,548

 

 

3,392

Long-term accrued liabilities

 

 

49,109

 

 

47,219

Other noncurrent liabilities

 

 

47,728

 

 

1,403

Total long-term liabilities

 

 

356,537

 

 

289,324

Total liabilities

 

 

940,504

 

 

765,421

Commitments and contingencies (see Note 17)

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

 

Preferred stock, $0.0001 par value, authorized 50,000,000 shares, none issued and outstanding in 2023

 

 

—

 

 

—

Preferred stock, $1.00 par value, authorized 24,400,000 shares issued and outstanding in 2022

 

 

—

 

 

24,400

Common stock, $0.0001 par value, authorized 500,000,000 shares, 47,891,984 and none issued and outstanding in 2023 and 2022, respectively

 

 

5

 

 

—

Additional paid-in-capital

 

 

270,330

 

 

—

Accumulated deficit

 

 

(19,253)

 

 

—

Accumulated other comprehensive loss

 

 

(1,460)

 

 

(2,576)

Members’ capital

 

 

—

 

 

327,614

Total stockholders' equity

 

 

249,622

 

 

349,438

Noncontrolling interest

 

 

10,942

 

 

10,446

Total equity

 

 

260,564

 

 

359,884

Total liabilities and equity

 

$

1,201,068

 

$

1,125,305

Condensed Consolidated Statement of Cash Flows

 

 

 

 

 

 

 

 

 

Year Ended

(Amounts in thousands)

 

December 31, 2023

 

December 31, 2022

Cash flows from operating activities:

 

 

 

 

 

 

Net income (loss)

 

$

(18,715)

 

$

62,650

Adjustments to reconcile net income (loss) to net cash used in operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

30,529

 

 

45,697

Loss on extinguishment of debt

 

 

631

 

 

—

Deferred taxes

 

 

(12,341)

 

 

(2,103)

Change in fair value of earnout liability

 

 

(20,689)

 

 

—

Share-based compensation

 

 

891

 

 

—

Gain on sale of assets

 

 

(1,328)

 

 

(3,377)

Foreign currency remeasurement loss (gain)

 

 

(109)

 

 

548

Earnings from equity method investments

 

 

(7,740)

 

 

(9,299)

TZC investment present value accretion

 

 

(2,449)

 

 

(2,355)

Gain on trading securities, net

 

 

(26)

 

 

(260)

Changes in assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(48,971)

 

 

(18,432)

Contract assets

 

 

(42,921)

 

 

(138,677)

Other current assets

 

 

4,136

 

 

(1,293)

Right-of-use assets

 

 

4,402

 

 

(1,315)

Accounts payable and accrued liabilities

 

 

46,608

 

 

(13,546)

Contract liabilities

 

 

61,775

 

 

20,049

Operating lease liabilities

 

 

(4,314)

 

 

1,264

Other

 

 

367

 

 

(5,753)

Net cash used in operating activities

 

 

(10,264)

 

 

(66,202)

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

Purchase of property and equipment

 

 

(10,846)

 

 

(4,765)

Proceeds from sale of property and equipment

 

 

8,813

 

 

10,064

Loss on investment in limited liability company

 

 

—

 

 

336

Proceeds from the sale of trading securities

 

 

61

 

 

927

Distributions received from equity method investees

 

 

7,000

 

 

—

Capital contribution to investees

 

 

(540)

 

 

(1,000)

Net cash provided by (used in) investing activities

 

 

4,488

 

 

5,562

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

Borrowings on revolving credit facility

 

 

8,000

 

 

75,000

Payments on revolving credit facility

 

 

(13,000)

 

 

—

Borrowings on notes payable

 

 

115,265

 

 

281

Payments on notes payable

 

 

(123,720)

 

 

(42,934)

Payments of deferred financing costs

 

 

(565)

 

 

—

Pre-payment premium

 

 

(471)

 

 

—

Advances to related parties

 

 

(242)

 

 

(1,603)

Payments from related parties

 

 

—

 

 

5

Payments on finance lease

 

 

(4,835)

 

 

(8,157)

Distribution to members

 

 

(110)

 

 

(2,457)

Proceeds from merger of Legato II and Southland LLC

 

 

17,088

 

 

—

Net cash provided by financing activities

 

 

(2,590)

 

 

20,135

 

 

 

 

 

 

 

Effect of exchange rate on cash

 

 

195

 

 

1,254

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents and restricted cash

 

 

(8,171)

 

 

(39,251)

Beginning of period

 

 

71,991

 

 

111,242

End of period

 

$

63,820

 

$

71,991

 

 

 

 

 

 

 

Supplemental cash flow information

 

 

 

 

 

 

Cash paid for income taxes

 

$

7,587

 

$

10,392

Cash paid for interest

 

$

18,277

 

$

9,044

Non-cash investing and financing activities:

 

 

 

 

 

 

Lease assets obtained in exchange for new leases

 

$

13,875

 

$

19,558

Assets obtained in exchange for notes payable

 

$

10,884

 

$

4,091

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 Tuesday, March 5, 2024. The call may be accessed here, or at www.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 www.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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240304918788/en/

Cody Gallarda EVP, Chief Financial Officer cgallarda@southlandholdings.com

Alex Murray Corporate Development & Investor Relations amurray@southlandholdings.com