EX-99.1 2 southland_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

Southland Announces Second Quarter 2024 Results

 

GRAPEVINE, Texas, August 12, 2024 (Business Newswire) -- 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 June 30, 2024.

 

● The Board of Directors has appointed Frank Renda as Interim Chairman of the Board.

 

● Revenue of $251.5 million for the quarter ended June 30, 2024, compared to $256.9 million for the quarter ended June 30, 2023.

 

● Gross loss of $40.0 million for the quarter ended June 30, 2024, compared to $33.8 million in gross loss for the quarter ended June 30, 2023.

 

● Net loss attributable to stockholders of $46.1 million, or $(0.96) per share for the quarter ended June 30, 2024, compared to a net loss attributable to stockholders of $12.8 million, or $(0.27) per share for the quarter ended June 30, 2023.

 

● Adjusted Net Loss attributable to stockholders of $46.1 million, or $(0.96) per share for the quarter ended June 30, 2024, compared to an Adjusted Net Loss attributable to stockholders of $35.4 million, or $(0.76) per share for the quarter ended June 30, 2023.(1)

 

● Adjusted EBITDA of $(49.9) million for the quarter ended June 30, 2024, compared to $(42.2) million for the quarter ended June 30, 2023.(1)

 

● New Awards of $374.8 million for the quarter ended June 30, 2024.

 

● Backlog of $2.74 billion, compared to $2.64 billion as of March 31, 2024.

 

● Positive cash flow from operations of $27.4 million for the quarter ended June 30, 2024.

 

Southland settled several contract disputes that are reflected in the second quarter 2024 income statement. These settlements resulted in approximately $58 million of cash that is expected to be collected in the third quarter 2024. As a result of these specific settlements, an approximate $40 million non-recurring charge was recorded in the second quarter. All of this non-recurring charge, related to dispute settlements, was in the Materials & Paving business.

 

Southland’s President & Chief Executive Officer, Frank Renda, said, “We continue to make strides in putting our legacy projects behind us and improving our balance sheet and liquidity profile. While we are disappointed about making the decision to settle for less than we believe we were owed in certain circumstances, it was the best decision for Southland’s long-term outlook. We will avoid a lengthy legal process on these disputes that could have tied up our resources for years. In addition to the $58 million of settlements, we closed on a real estate transaction that put approximately $25 million on the balance sheet in the third quarter. I’m also encouraged by the $27 million of positive cash flow from operations our teams generated in the second quarter before taking into consideration the recent dispute settlements. With the recent dispute settlements and other initiatives to strengthen our balance sheet, we are in a much stronger position today to negotiate our remaining legacy disputes and we will continue to vigorously pursue all of the money we are owed. Lastly, we had $375 million of new project awards in our core business in the quarter and continue to see strong demand across our core end markets. I remain extremely confident in our core business and the long-term outlook for Southland, despite the headwinds we face in the legacy business.”

 

 

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

 

 

 

 

2024 Second Quarter Results

 

Condensed Consolidated Statements of Operations (unaudited)

 

    Three Months Ended  
(Amounts in thousands)   June 30,
2024		     June 30,
2023		  
Revenue   $ 251,512     $ 256,927  
Cost of construction     291,534       290,721  
Gross loss     (40,022 )     (33,794 )
Selling, general, and administrative expenses     15,680       16,448  
Operating loss     (55,702 )     (50,242 )
Loss on investments, net     53       50  
Other income, net     1,053       24,007  
Interest expense     (6,720 )     (4,305 )
Losses before income taxes     (61,316 )     (30,490 )
Income tax benefit     (15,961 )     (18,589 )
Net loss     (45,355 )     (11,901 )
Net income attributable to noncontrolling interests     722       925  
Net loss attributable to Southland Stockholders   $ (46,077 )   $ (12,826 )
                 
Net loss per share attributable to common stockholders                
Basic(1)   $ (0.96 )   $ (0.27 )
Diluted(1)   $ (0.96 )   $ (0.27 )
Weighted average shares outstanding                
Basic(1)     48,030,951       46,870,890  
Diluted(1)     48,030,951       46,870,890  

 

 
(1) Basic net loss per share is the same as diluted net loss per share attributable to common stockholders for the three months ended June 30, 2024, and June 30, 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 June 30, 2024, was $251.5 million, a decrease of $5.4 million, or 2.1%, compared to the three months ended June 30, 2023. Materials & Paving business contributed $8.9 million to revenue in the three months ended June 30, 2024.

 

Gross loss for the three months ended June 30, 2024, was $40.0 million, an increase of $6.2 million, or (18.4)%, compared to gross loss of $33.8 million for the three months ended June 30, 2023. Gross loss increased to (15.9)% from (13.2)% for the three months ended June 30, 2024, compared to the three months ended June 30, 2023. Materials & Paving business negatively impacted gross loss by $46.8 million in the three months ended June 30, 2024.

 

Selling, general, and administrative costs for the three months ended June 30, 2024, were $15.7 million, a decrease of $0.8 million, or 4.7%, compared to the three months ended June 30, 2023. Selling, general, and administrative costs as a percent of revenue were 6.2% for the three months ended June 30, 2024, compared to 6.4% for the three months ended June 30, 2023.

 

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Condensed Consolidated Statements of Operations (unaudited)

 

    Six Months Ended  
(Amounts in thousands)   June 30,
2024		     June 30,
2023		  
Revenue   $ 539,609     $ 531,756  
Cost of construction     559,210       546,607  
Gross loss     (19,601 )     (14,851 )
Selling, general, and administrative expenses     30,074       32,019  
Operating loss     (49,675 )     (46,870 )
Gain (loss) on investments, net     (23 )     18  
Other income, net     1,589       21,408  
Interest expense     (12,375 )     (7,559 )
Losses before income taxes     (60,484 )     (33,003 )
Income tax benefit     (15,654 )     (16,836 )
Net loss     (44,830 )     (16,167 )
Net income attributable to noncontrolling interests     1,653       1,323  
Net loss attributable to Southland Stockholders   $ (46,483 )   $ (17,490 )
                 
Net loss per share attributable to common stockholders                
Basic(1)   $ (0.97 )     (0.38 )
Diluted(1)   $ (0.97 )     (0.38 )
Weighted average shares outstanding                
Basic(1)     47,978,012       46,043,878  
Diluted(1)     47,978,012       46,043,878  

 

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

 

Revenue for the six months ended June 30, 2024, was $539.6 million, an increase of $7.9 million, or 1.5%, compared to the six months ended June 30, 2023. Materials & Paving business contributed $47.5 million to revenue in the six months ended June 30, 2024.

 

Gross loss for the six months ended June 30, 2024, was $19.6 million, an increase of $4.8 million, or (32.0)%, compared to gross loss of $14.9 million for six months ended June 30, 2023. Gross loss margin increased from (2.8)% to (3.6)% for the six months ended June 30, 2024, compared to the six months ended June 30, 2023. Materials & Paving business negatively impacted gross loss by $57.1 million in the six months ended June 30, 2024.

 

Selling, general, and administrative costs for the six months ended June 30, 2024, were $30.1 million, a decrease of $1.9 million, or 6.1%, compared to the six months ended June 30, 2023. Selling, general, and administrative costs as a percent of revenue were 5.6% for the six months ended June 30, 2024, compared to 6.0% for the six months ended June 30, 2023.

 

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Segment Revenue

 

    Three Months Ended  
(Amounts in thousands)   June 30,
2024		     June 30,
2023		  
          % of Total           % of Total  
Segment   Revenue     Revenue     Revenue     Revenue  
Civil   $ 79,368       31.6 %   $ 65,567       25.5 %
Transportation     172,144       68.4 %     191,360       74.5 %
Total revenue   $ 251,512       100.0 %   $ 256,927       100.0 %

 

    Six Months Ended  
(Amounts in thousands)   June 30,
2024		     June 30,
2023		  
          % of Total           % of Total  
Segment   Revenue     Revenue     Revenue     Revenue  
Civil   $ 163,641       30.3 %   $ 138,556       26.1 %
Transportation     375,968       69.7 %     393,200       73.9 %
Total revenue   $ 539,609       100.0 %   $ 531,756       100.0 %

 

Segment Gross Profit (Loss)

 

    Three Months Ended  
(Amounts in thousands)   June 30,
2024		     June 30,
2023		  
          % of Segment           % of Segment  
Segment   Gross Profit     Revenue     Gross Profit     Revenue  
Civil   $ 9,160       11.5 %   $ 5,906       9.0 %
Transportation     (49,182 )     (28.6 )%     (39,700 )     (20.7 )%
Gross profit   $ (40,022 )     (15.9 )%   $ (33,794 )     (13.2 )%

 

    Six Months Ended  
(Amounts in thousands)   June 30,
2024		     June 30,
2023		  
          % of Segment           % of Segment  
Segment   Gross Profit     Revenue     Gross Profit     Revenue  
Civil   $ 27,030       16.5 %   $ 14,672       10.6 %
Transportation     (46,631 )     (12.4 )%     (29,523 )     (7.5 )%
Gross profit   $ (19,601 )     (3.6 )%   $ (14,851 )     (2.8 )%

 

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Adjusted EBITDA Reconciliation

 

    Three Months Ended     Six Months Ended  
(Amounts in thousands)   June 30,
2024		     June 30,
2023		     June 30,
2024		     June 30,
2023		  
Net loss attributable to Southland Stockholders   $ (46,077 )   $ (12,826 )   $ (46,483 )   $ (17,490 )
Depreciation and amortization     5,572       8,176       11,149       16,736  
Income tax benefit     (15,961 )     (18,589 )     (15,654 )     (16,836 )
Interest expense     6,720       4,305       12,375       7,559  
Interest income     (176 )     (161 )     (360 )     (298 )
EBITDA     (49,922 )     (19,095 )     (38,973 )     (10,329 )
Transaction related costs     -       559       -       1,594  
Contingent earnout consideration non-cash expense reversal     -       (23,625 )     -       (20,689 )
Adjusted EBITDA   $ (49,922 )   $ (42,161 )   $ (38,973 )   $ (29,424 )

 

Backlog

 

(Amounts in thousands)      
Balance December 31, 2023   $ 2,834,966  
New contracts, change orders, and adjustments     475,655  
Less: contract revenue recognized in 2024     (566,872 )
Balance June 30, 2024   $ 2,743,749  

 

Adjusted Net Loss and Adjusted Net Loss Per Share Attributable to Common Stock Reconciliation

 

    Three Months Ended     Six Months Ended  
(Amounts in thousands except shares and per share data)   June 30,
2024		     June 30,
2023		     June 30,
2024		     June 30,
2023		  
Reconciliation of adjusted net loss attributable to common stock:                                
Net loss attributable to common stock (GAAP as reported)   $ (46,077 )   $ (12,826 )   $ (46,483 )   $ (17,490 )
Adjustments:                                
Transaction related costs     -       559       -       1,594  
Contingent earnout consideration non-cash expense     -       (23,625 )     -       (20,689 )
Income tax impact of adjustments(1)     -       463       -       (311 )
Adjusted net loss attributable to common stockholders   $ (46,077 )   $ (35,429 )   $ (46,483 )   $ (36,896 )
                                 
Weighted average shares outstanding for diluted and adjusted diluted earnings per share(2)     48,030,951       46,870,890       47,978,012       46,043,878  
                                 
Diluted loss per share attributable to common stock(2)   $ (0.96 )   $ (0.27 )   $ (0.97 )   $ (0.38 )
Adjusted diluted loss per share attributable to common stock(2)   $ (0.96 )   $ (0.76 )   $ (0.97 )   $ (0.80 )

 

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

 

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Condensed Consolidated Balance Sheets (unaudited)

 

    As of  
(Amounts in thousands, except share and per share data)   June 30,
2024		     December 31,
2023		  
ASSETS                
Current assets                
Cash and cash equivalents   $ 52,352     $ 49,176  
Restricted cash     16,817       14,644  
Accounts receivable, net     244,174       194,869  
Retainage receivables     123,942       109,562  
Contract assets     526,379       554,202  
Other current assets     16,894       20,083  
Total current assets     980,558       942,536  
                 
Property and equipment, net     110,992       102,150  
Right-of-use assets     10,615       12,492  
Investments - unconsolidated entities     123,883       121,648  
Investments - limited liability companies     2,590       2,590  
Investments - private equity     3,115       3,235  
Deferred tax asset     26,910       11,496  
Goodwill     1,528       1,528  
Intangible assets, net     1,505       1,682  
Other noncurrent assets     1,711       1,711  
Total noncurrent assets     282,849       258,532  
Total assets   $ 1,263,407     $ 1,201,068  
                 
LIABILITIES AND EQUITY                
Current liabilities                
Accounts payable   $ 248,660     $ 162,464  
Retainage payable     41,688       40,950  
Accrued liabilities     109,766       124,667  
Current portion of long-term debt     134,534       48,454  
Short-term lease liabilities     10,401       14,081  
Contract liabilities     225,193       193,351  
Total current liabilities     770,242       583,967  
                 
Long-term debt     173,239       251,906  
Long-term lease liabilities     4,543       5,246  
Deferred tax liabilities     2,017       2,548  
Long-term accrued liabilities     50,081       49,109  
Other noncurrent liabilities     47,735       47,728  
Total long-term liabilities     277,615       356,537  
Total liabilities     1,047,857       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 June 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 June 30, 2024 and December 31, 2023, respectively     5       5  
Additional paid-in-capital     271,423       270,330  
Accumulated deficit     (65,736 )     (19,253 )
Accumulated other comprehensive loss     (2,422 )     (1,460 )
Total stockholders’ equity     203,270       249,622  
Noncontrolling interest     12,280       10,942  
Total equity     215,550       260,564  
Total liabilities and equity   $ 1,263,407     $ 1,201,068  

 

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Condensed Consolidated Statement of Cash Flows (unaudited)

 

    Six Months Ended  
(Amounts in thousands)   June 30,
2024		     June 30,
2023		  
Cash flows from operating activities:                
Net loss   $ (44,830 )   $ (16,167 )
Adjustments to reconcile net loss to net cash used in operating activities                
Depreciation and amortization     11,149       16,736  
Loss on extinguishment of debt     111       -  
Deferred taxes     (15,870 )     (21,866 )
Change in fair value of earnout liability     -       (20,689 )
Share based compensation     1,299       -  
Gain on sale of assets     (2,855 )     (85 )
Foreign currency remeasurement (gain) loss     4       (3,641 )
Earnings from equity method investments     (3,150 )     (140 )
TZC investment present value accretion     (2,234 )     (1,213 )
Loss on trading securities, net     23       24  
Changes in assets and liabilities:                
Accounts receivable     (64,672 )     (53,589 )
Contract assets     27,398       4,803  
Other current assets     3,181       (4,093 )
Right-of-use assets     1,873       343  
Accounts payable and accrued liabilities     77,204       21,700  
Contract liabilities     31,851       65,774  
Operating lease liabilities     (1,608 )     (126 )
Other     (1,340 )     1,593  
Net cash provided by (used in) operating activities     17,534       (10,636 )
                 
Cash flows from investing activities:                
Purchase of property and equipment     (4,232 )     (4,953 )
Proceeds from sale of property and equipment     3,206       7,214  
Contributions to other investments     (13 )     (21 )
Distributions from other investments     110       -  
Distributions from investees     4,161       -  
Capital contribution to unconsolidated investments     (250 )     -  
Net cash provided by investing activities     2,982       2,240  
                 
Cash flows from financing activities:                
Borrowings on revolving credit facility     5,000       3,000  
Payments on revolving credit facility     (5,000 )     -  
Borrowings on notes payable     24,678       248  
Payments on notes payable     (36,910 )     (27,701 )
Payments of deferred financing costs     (31 )     -  
Pre-payment premium     (111 )     -  
Advances from related parties     138       215  
Payments from related parties     -       5  
Payments on finance lease     (2,656 )     (2,396 )
Distribution to members     -       (110 )
Payment of taxes related to net share settlement of RSUs     (206 )     -  
Other     -       17,088  
Net cash used in financing activities     (15,098 )     (9,651 )
                 
Effect of exchange rate on cash     (69 )     164  
                 
Net increase (decrease) in cash and cash equivalents and restricted cash     5,349       (17,883 )
Beginning of period     63,820       71,991  
End of period   $ 69,169     $ 54,108  
                 
Supplemental cash flow information                
Cash paid for income taxes   $ 203     $ 2,903  
Cash paid for interest   $ 11,970     $ 7,541  
Non-cash investing and financing activities:                
Lease assets obtained in exchange for new leases   $ 4,272     $ 8,528  
Assets obtained in exchange for notes payable   $ 16,009     $ 6,667  
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  

 

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Conference Call

 

Southland will host a conference call at 10:00 a.m. Eastern Time on Tuesday, August 13, 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.

 

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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.

 

Southland Contacts:

 

Cody Gallarda

EVP, Chief Financial Officer

cgallarda@southlandholdings.com

 

Alex Murray

Corporate Development & Investor Relations

amurray@southlandholdings.com

 

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