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."
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.
| 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.
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)% |
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. |
| Condensed Consolidated Balance Sheets (unaudited) |
| | | | | | |
| (Amounts in thousands, except share and per share data) | As of |
| ASSETS | June 30,
2024 | | December 31,
2023 |
| 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 |
| 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 |
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.
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/20240812194514/en/
Contacts
Cody Gallarda
EVP, Chief Financial Officer
cgallarda@southlandholdings.com
Alex Murray
Corporate Development & Investor Relations
amurray@southlandholdings.com
