Southland Holdings, Inc.

I would like now to welcome everyone to the Southland fourth quarter and full year 2024 earnings conference call. All lines have been placed on mute to prevent any background noise. After the speaker's remark, there will be a question and answer session. If you would like to ask a question during this time, simply press bar followed by the number one on your telephone keypad. If you would like to withdraw your question, Press star, then the number two. Thank you. Alex, you may now begin your conference.

Good morning, everyone, and welcome to the Southland fourth quarter and full year 2024 conference call. This is Alex Murray, Director of Corporate Development and Investor Relations. Joining me today are Frank Renda, President and Chief Executive Officer, and Cody Gallardo, Executive Vice President and Chief Financial Officer. Before we begin, I'd like to remind everyone that this conference call may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Forward-looking statements are uncertain and outside of Southland control. Southland's actual results financial conditions may differ materially from those projected in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements, and we do not undertake any duty to update these statements. For a discussion of some of the risks that could affect results, please see the risk factors section of Reform 10-K for the year ended December 31st, 2024 that was filed with the SEC last night. We will also refer to non-GAAP financial measures, and you will find reconciliation of these non-GAAP financial measures in the press release relating to this conference call, which can be found on the Investor Relations page of our website. With that, I will now turn the call over to Frank.

Thank you, Alex. Good morning, and thank you for joining Southland's fourth quarter and full year 2024 conference call. As we reflect on the year, I'd like to highlight and commend how our team has continued to push forward despite challenges, delivering key projects, maintaining operational excellence, and reinforcing our commitment to safety and community impact. We have successfully delivered several high-profile projects during the year. We completed the SR80 Bridge in Palm Beach, Florida, also known as the Mar-a-Lago Bridge. We also recently opened the East Haddon Bridge in Connecticut, improving connectivity and regional access. We completed a cruise destination project for a private entertainment client in the Caribbean. which demonstrates our ability to deliver complex infrastructure that enhances local economies. In our water resources group, we continue to expand our reach with the completion of the San Juan Lateral Project for the Bureau of Reclamation, providing essential water infrastructure to support communities in need. We also completed the Romeo Arm Slip Line project in Detroit, Michigan. Beyond our technical expertise, our strong safety culture makes these successes possible. I'm pleased to report that multiple projects, including Ashbridge's Bay Outfall Tunnel, SELA 26, and Mill Creek Drainage Relief Tunnel, have each surpassed 1 million safe work hours without a lost time incident. A testament to the dedication of our teams and our unwavering commitment to safety as the foundation of everything we do. Additionally, this year marked the 50th anniversary of two of our subsidiaries, a milestone that not only honors our rich history, but also the strong foundation we have established over many decades, which sets us up well to succeed for years to come. While this has been a demanding period, our team's resilience and ability to execute at a high level have positioned us for future success. I want to thank our employees and stakeholders for their commitment and continued trust in us. With that, let's turn to the quarter's results. Fourth quarter revenue was $267 million with a gross profit of $8 million. Excluding unfavorable adjustments from the M&P business and certain legacy projects, our gross profit in the quarter was $35 million. The unfavorable adjustments negatively impacted our results by $27 million. The unfavorable adjustments were driven by dispute resolutions and increased completion costs on certain legacy projects. At the end of the quarter, we had approximately $163 million of remaining M&P backlog and approximately $83 million of non-M&P legacy backlog. We are encouraged by the continued strong performance of our new core projects, which delivered double digit margins in the quarter. We ended the quarter with $2.57 billion of backlog. I'd also like to note that we currently have approximately $750 million of pending alternative delivery contracts not included in backlog, for which pre-construction phases are already underway. Notable alternative delivery projects include the earthquake ready Burnside Bridge in Portland, Oregon, and phase two of the North End Treatment Plant in Winnipeg. We are currently working on phase one of this project. Our new core work makes up approximately $2.3 billion of backlog. We have several new core projects that we expect to ramp up this year and create a more significant impact on results. This includes the $600 million Shands Bridge in Florida, the $410 million Robert F. Kennedy Bridge Rehab in New York, and the $243 million US 19 project in Florida, which we are in the early stages of their project life cycles. We also have several quicker burn water resource projects with strong margins that we expect to have a meaningful impact on 2025 results. We booked approximately $105 million in new awards during the quarter. This included a $60 million wastewater treatment plant in the southwest, several water resource emergency projects, and a broadband project for a private client. We continue to see a large pipeline of opportunities, particularly from our longstanding federal, state, and local clients. The ongoing capital infusion from the Infrastructure Investment and Jobs Act, combined with historically strong state and local infrastructure programs, provides a favorable tailwind for our business in the years ahead. Texas and Florida remain at the forefront of state-driven infrastructure investment with record-setting funding levels aimed at addressing critical transportation, water, and resilience needs. Given the sustained economic growth and population expansion in these areas, we anticipate continued prioritization of large-scale infrastructure projects. With our established presence and deep expertise in these key markets, we are well positioned to capitalize on these opportunities. In recent years, the timing of new project awards has been somewhat uneven with a tendency to ramp up in the back half of the year. We anticipate a similar pattern this year as project timelines and funding cycles influence the flow of opportunities. The demand in our core markets remains robust, driven by ongoing infrastructure needs and strong public and private sector investments. Given this favorable environment, we remain disciplined in our approach, prioritizing projects that align with our strategic goals, operational strength, and margin expectations. Our extensive pipeline of opportunities positions us well to secure a healthy share of projects while maintaining a selective quality over quantity approach to bidding. As we move forward, we are confident in our ability to capitalize on the right opportunities and drive long-term success. Upcoming opportunities in our civil segment include the $7 billion Iona Island Wastewater Treatment Plant Program in Vancouver and the $2 billion Northern Colorado Water Glade Reservoir Program in Fort Collins. We're also tracking the $600 million Jordan Lake Water Supply Program in North Carolina and additional phases of the Winnipeg North End Treatment Plant in Canada. In our transportation segment, we also expect to bid on the Verrazano-Narrows Bridge Rehab to New York and the Washington Bridge in Providence, Rhode Island. During the fourth quarter, we also successfully executed another strategic initiative to bolster our balance sheet. We converted $20 million of certain promissory notes due to myself and the two other founders of Southland, Tim Wynn and Rudy Renda, to common stock. We feel strongly about the long-term potential of Southland. This transaction reinforces our confidence in the business while improving the balance sheet. In closing, our strong new core backlog pipeline and the continued strong execution of new core projects give us confidence in our long-term trajectory. We are focused on delivering operational excellence, maintaining a disciplined approach to project selection, and driving sustainable profitability over the long term. As we move into 2025, our strategic priorities remain clear. Executing our core projects with precision, winding down legacy work, and strengthening our position in our core markets. With a talented and dedicated team and a favorable industry environment, we are well equipped to deliver long-term value to our stakeholders. With that, I will now turn the call over to Cody for a financial update.

Thanks, Frank, and good morning, everyone. I will discuss an overview of our financial performance for the fourth quarter and full year ending 2024. You can find additional details and information in the financial statements, footnotes, and management's discussion and analysis that were filed with the Securities and Exchange Commission on Form 10-K last night. With respect to the fourth quarter, revenue was $267 million, down $49 million from the fourth quarter of 2023. Gross profit for the fourth quarter was $8 million, down from $21 million for the fourth quarter of 2023. Gross profit margin in the fourth quarter of 2024 was 3% compared to 6.7% in the fourth quarter of 2023. Selling, general, and administrative expenses for the fourth quarter were $16 million, a decrease of 4.2 million compared to the fourth quarter of 2023. This reduction was primarily driven by reduced compensation expense. Interest expense for the fourth quarter was $9.6 million, an increase of 3.9 million compared to the fourth quarter for 2023. The increase was attributable to higher debt balances and elevated borrowing costs. As previously discussed, we expect interest expense to remain in the $9.5 million per quarter range going forward. Income tax benefit was $14 million for the quarter compared to an income tax expense of 2.9 million in the same period last year. This was primarily driven by changes in our effective tax rate, the recognition of certain deferred tax liabilities, and the cumulative catch-up impact of adjustments to forecasted versus actual year-end results. More information regarding the changes in our effective tax rate, valuation allowance adjustments, deferred tax liabilities, and the impact of prior tax election changes can be found in our Form 10-K filings. We reported a net loss of $4 million or negative 9 cents per share in the fourth quarter compared to a net loss of $6 million or negative 12 cents per share in the fourth quarter of 2023. In the fourth quarter, we produced EBITDA or earnings before interest, taxes, depreciation, and amortization of negative $3 million compared to EBITDA of $9 million for the fourth quarter of 2023. Now to touch on segment performance for the fourth quarter. Our civil segment had revenues of $104 million, a decrease of 4 million from the fourth quarter of 2023. Our civil segment's gross profit was $8 million, a decrease from 25 million from the fourth quarter of 2023. As a percentage of revenue for the quarter, our civil segment had gross profit margin of 8% compared to 23% in the fourth quarter of 2023. For the quarter, our transportation segment had revenues of $163 million, a decrease from $208 million from the fourth quarter of 2023. Our transportation segments gross loss was $0.4 million, an improvement from a gross loss of $3 million in the fourth quarter of 2023. As a percentage of revenue for the quarter, our transportation segment had a gross profit margin of negative 0.2% compared to negative 1.6% for the fourth quarter of 2023. Within the transportation segment, the M&P business line contributed $36 million to revenue and approximately negative $8 million to gross profit in the fourth quarter. Our core operating results in this segment which excludes M&P, would have been $127 million of revenue and $8 million of gross profit for a gross profit margin of approximately 6%. Consolidated core results in the quarter, which excludes M&P, would have been $231 million of revenue and approximately $15 million of gross profit for an approximate gross profit margin percentage of 6.5%. Now to touch on results for the full year ended December 31, 2024. Our full year revenue was $980 million, down from the full year 2023. Gross profit for the full year ended December 31, 2024 was negative $63 million, a decrease from a positive $36 million from the full year 2023. Our growth loss margin was negative 6.4% in 2024 compared to a positive 3.1% in 2023. SG&A expenses for the year ended December 31, 2024 were $63 million, a decrease of 4 million compared to the prior year. The decrease was primarily driven by a decrease in compensation related expenses. SG&A expenses is a percentage of revenue were 6.5% for the year ending December 31, 2024, compared to 5.8% for the full year 2023. Interest expense for the year ended December 31, 2024 was $30 million, an increase of $10 million compared to 2023. The difference was attributable to increased borrowing costs and higher debt balances. We reported an income tax benefit for the year of $47 million on a pre-tax loss of $152 million, which represents an effective tax rate of 31%. This compares to a tax benefit of $9 million on a pre-tax loss of $27 million, also for an effective tax rate of 31% in 2023. As discussed on prior calls, Our 2023 tax position was impacted by numerous revocations of subchapter S elections, which were no longer available to us. More information around the revocation of the S election, valuation allowance changes, GILTI inclusions, and more can be found in our recently filed Form 10-K. On a go-forward basis, we expect the tax rate to be in the 20 to 24% range, depending on certain tax credits, non-deductible items, and certain state, local, and international taxes. We reported a GAAP net loss of $105 million, or negative $2.19 per share in the year, compared to a net loss of $19 million, or negative 41 cents per share last year. For the year ended December 31, 2024, we reported an adjusted net loss of $105 million or negative $2.19 per share. This compares to an adjusted net loss of $39 million or negative $0.82 per share in 2023 after backing out other income from changes in the fair value of an earn-out liability for 2023 offset by transaction-related expenses. Now to touch on our segment performance for the full year ended 2024. For the full year ending December 31, 2024, our civil segment had revenues of $323 million, a decrease of 14 million from full year 2023. Our civil segment gross profit for the year was $17 million, a decrease from 52 million from full year 2023. As a percentage of revenue for the full year ended 2024, our civil segment had gross profit margin of 5.2% compared to 15.3% for 2023. For the full year ending December 31, 2024, our transportation segment had revenues of $657 million, a decrease of approximately $166 million from full year 2023. Our transportation segment gross loss for the year was $80 million, compared to a gross loss of $16 million from full year 2023. As a percentage of revenue for the full year ended 2024, our transportation segment had growth profit margin of negative 12%, compared to negative 1.9% in 2023. Within the transportation segment, the M&P business line contributed $101 million to revenue, and negative 83 million to gross profit in 2024. Our core operating results in this segment, which excludes M&P was $556 million of revenue and $3 million of gross profit. Consolidated core results in the year excluding M&P would have been $879 million of revenue and $20 million of gross profit. As of December 31, 2024, M&P backlog makes up approximately $163 million, and non-M&P legacy work makes up approximately $83 million of backlog. Said differently, our legacy and M&P backlog makes up less than 10% of our total backlog, and we are optimistic about the results expected to be produced from $2.3 billion of new core backlog. Turning to the balance sheet, As of December 31, 2024, we finished the year with net debt of $213 million, inclusive of cash and restricted cash of $88 million. We ended 2024 with just under $2.6 billion in backlog, and we expect to burn approximately 39% of this backlog in 2025. Thank you for your time and interest in Southland. I'll now pass the call back to the operator for your questions.

Thank you. Ladies and gentlemen, we will now begin the question and answer session. Should you have a question, please press the star followed by the number one on your touch-tone phone. And if you will hear a prompt that your hand has been raised. Should you wish to decline from the polling process, please press the star followed by number two. If you're using a speakerphone, please lift the handset before pressing any keys. One moment, please, for your first question. Your first question comes from Adam Talheimer from Thompson Davis. Please go ahead.

Good morning, guys. Good morning, Adam. Good morning, Adam. Hey, Cody, I just wanted to follow up on or start where you left off, which is the 39% of the backlog burns in 2025. Curious how you see the book and burn work trending this year.

Yeah, so I'll start and then let Frank lead into where he sees the bidding activity going. Obviously, we had a lower than one book-to-burn ratio in Q4, but are excited about the $100 million that we did pick up. We do expect to see that back-weighted cadence that we've seen in prior years and are looking forward to announcing some impressive wins in 2025.

Yeah, Adam, and I guess, you know, this is a place to kind of address the, you know, maybe why not more awards as we see the market, you know, is really healthy. And we don't see the demand slowing anytime soon. You know, we've been winding down a business unit that was over 30% of our backlog and our focus was on completing, you know, this transition and returning to higher profitability. We're adding work in a disciplined manner, ensuring that we have the right resources for the projects and prioritizing high-quality backlog in our core markets where we have historically performed very well. Demand is really good, and we expect this trend to continue. We're confident in winning our fair share of new projects, and we remain committed to protecting margins rather than pursuing growth at any cost. The timing of these new awards could be a little bit uneven, and we expect new awards to really pick up in the back half of the year. We also have approximately $750 million in pending alternative delivery contracts, and we're confident that these will convert into construction awards.

Got it. And then just thinking about how the street and myself are going to model EBITDA this year. As we sit here in March, I mean, is the expectation for the full year that we'll have a positive EBITDA? And maybe you can comment on how you see the quarterly cadence shaking out.

Yeah, so I'll echo some of what we mentioned on our last call, Adam, is, you know, we expect to return to positive EBITDA numbers by the end of this year, whether that means Q1 looks positive, Q2 looks positive. Leading to your question, there are some unknowns around the cadence of that, but with the decreasing legacy and M&P backlog, which is down to less than 10%, what we've picked up in new work and potential and expected new awards going into the end of the year, we're looking forward to a much stronger finish to 25. Great.

And then just lastly for me, The process of bringing down contract assets, does that really ramp up as 2025 progresses?

So there's a couple different ways to look at that question, Adam. I want to address it from both the contract asset side in the context of the net contract position side, which takes out contract liabilities. When you look at where contract assets has been over the last couple of years, we've had meaningful decreases with collections, as well as some of the unfortunate profit fades that we've had. But I really want to highlight the significant growth that we've seen in contract liabilities, which offsets that net balance sheet position. So looking at it from a net perspective, we're slightly over $200 million of net contract position at year end. So I bring that up to make two points. The first being everything that Frank has commented and we've shared and been talking about publicly on new work, having positive upfront cash flows is being realized. But then also to directly answer your question, there can be an increase in contract assets as we pursue closing out some of these troubled jobs where there are claim pursuits. want to be transparent on both sides of that equation.

Yeah. And I think on the claims, Adam, most of these claims were on jobs that happened in 2017, 18, and 19. And so we're at the table on a lot of those claims. And we continue to work through and make small progress on settling the legacy claims. No major updates, I guess, on larger claims to report this quarter, but we do expect a significant amount of cash flow from these claims in the coming quarters, and that should take that number down when that happens.

Great. Thanks, guys. Good luck in Q1.

Thanks, Adam.

Thanks, Adam.

Thank you. Your next question comes from Julia Romero from Siddhati Company. Please go ahead.

Thanks. Hey, good morning, Frank, Cody, Alex. Good morning. Maybe to start, hey, good morning, on the civil segment, you know, solid performance there and a nice sequential rebound from the third quarter. Can you maybe just talk about the drivers of the gross profit there? And I guess you did realize less issues on non-MNP legacy work in the fourth quarter compared to the third quarter.

Yeah, I guess first on the civil margins, you know, really excited about the civil work. We picked up some great civil projects over the last couple of quarters. And, you know, unfortunately, we had an unfavorable ruling on a dispute on a legacy civil project that significantly impacted results this quarter. But the core work continues to produce strong double-digit margins. We also continue to pick up smaller, quick-burning civil projects that are producing strong margins and just feel really, really good about where we're at in the civil sector. On the legacy updates, our non-M&P legacy backlog has been reduced to around $80 million. And a significant portion of the challenges we faced in this portfolio during 2024 stemmed from a bridge project in the Midwest. We recently achieved a major milestone by opening this new bridge. There's some demolition work that remains, but reaching this milestone was a significant step forward for us, and it meaningfully reduces the risk of further project on this project.

Got it. That's helpful. And then, you know, that non-MNP legacy number went down by 22 million compared to the last quarter. Is that due to the unfavorable ruling on the dispute you just mentioned, or is that due to the bridge project in the Midwest? Just trying to think about that number there.

Are you speaking specifically to the civil segment, Julio?

I'm just speaking, I should speak about non-MNP legacy probably more broadly.

Non-MNP legacy, okay, thanks.

Thank you. I think we were 105 last quarter.

Yeah, so progressing work. And as time moves on, that number is going to continue to dwindle from a backlog perspective. And then if I understood maybe a nuance

Got it. I'm just trying to get a sense for, is 22 million a quarter, should we be through this non-MMP legacy by end of 25, or does it go a lot longer than that?

So we do expect... To complete the majority of the non-legacy M&P work by the end of 2025, there is one project that can tail into 2026 that we're working to accelerate, but no additional commentary beyond that at this time.

Okay, gotcha. And then I guess, you know, how should we be expecting cash flow to trend in 2025?

Yeah, so we certainly do expect to produce strong cash flow from operations in 25, as you've seen that turn over time happening. There's definitely going to be seasonality that you see with cash flow more weighted towards the back half of the year. Think of the meaningful driver behind that is going to be new core project contribution that continues to contribute at very healthy margins, but can be swayed by dispute resolutions on some of our legacy projects. But all of that being said, we expect to generate strong cash flow from operations this year.

Got it. Very helpful. I'll pass it on. Thank you.

Thank you.

As a reminder, if you wish to ask a question, please press star 1. Your next question comes from Christian Swab from Craig Hallam Capital Group. Please go ahead.

Great. Thanks for taking my question. So I guess I need to ask, you know, with the kind of fast pace of change that's going on in our government today and people being told they can't get money or may not get federal funding money, are you guys seeing any anxiety about some of these projects that you're excited about that maybe those funds will not be able to be allocated to them?

hey good morning christian great great question you know uh listened to uh you know kind of listened to the administration speech uh last night and heard some some really positive things in there and uh you know some things that they got you thinking but uh the good thing about the kind of work that we do is it benefits a lot of communities in both sides of the aisle and we all know how critical this work is for our country you know we've put it off for a long time and As we sit today, we don't expect any recent spending cuts from Doge to materially impact our business. In fact, we're optimistic about the ideas coming from this administration about cutting down on some of the red tape to get these projects off the ground. If they're able to come through with that, it'll be beneficial to our business. We're in the middle innings of IIJ spending, and we expect that to be a tailwind for our business for many years to come. And even at the state level, Texas and Florida just continue to have historic levels of spending. Overall, we just feel really good about the pipeline and opportunities out there and expect to win our fair share of them. The other things that we heard last night were manufacturing and bringing some of that back and maybe some tax cuts on that end. But one thing that we do, Christian, that a lot of groups don't do is we manufacture our own TBMs. manufacture our own steel support, you know, some gates, false work. And if there were to be, you know, some cutbacks and tariffs, I think that's an avenue that we have a real advantage on as well. So we feel optimistic about the future.

Fantastic. Another question. Thanks, guys.

Thanks, Christian. Appreciate it.

Thank you. Our next question comes from Brent Tillman from Davidson. Please go ahead.

Hey, guys. Yeah, I guess a question just in terms of the direct or indirect impact of tariffs, overall disruption to supply chain. I mean, we're starting to see deal prices move a lot higher. It could be some upward pressure around other Costs for things that you guys use in your day-to-day projects. Maybe you can just talk about your position on contracts in light of that. You know, is there risk? Are you protected? That would be helpful to hear.

Yeah, thanks. Good morning. You know, on tariffs, the good thing about a majority of our projects is we're required to procure Made in America materials already. So we're already purchasing products in the U.S., And we really have minimal cross-border exposure. We we try to lock in our material pricing for large, large purchase orders at the beginning of projects. But, you know, we're monitoring the new developments here and taking it into consideration on new bids. Overall, we do not expect this to have a material impact on the business. You know, of course, on on some materials and parts for equipment, you know, we've got a little bit of exposure out there, but again, don't expect it to have a material impact on the, on the business at this point.

Okay. And maybe just from a seasonal perspective, certainly heard some things from other companies, been a bit of a rough start to the year. I don't know if you guys could comment on that. You know, I know there's been some weather down in Texas and among other places, you know, is it more unusual than you've seen in prior years or? things we need to consider there?

Yeah, a couple things. You know, obviously we had a, you know, we had a couple of storms kind of come through. You know, we've had an unusual weather pattern, I guess, that has affected us a little bit. But, you know, as far as seasonality, you know, we expect an uptick in new work starts and really getting into some of the larger projects, you know, that I kind of touched on in the remarks, like the Shands Bridge and the Kennedy Bridge there in New York to really start producing some material results later on in the year.

And I would say, good morning, Brent, I would say that we can continue to and expect to continue to be impacted by weather and various geographies in which we work.

But I think if you look at the dispersion of projects that we have currently active, we don't expect all areas of the country in North America that we work in to be hit at the same time. So, you know, hopefully there's minimal disruption across the industry for us and for all of our competitors with respect to weather. but to the extent there likely will be, we believe we'll certainly have continuing operations in other areas that are unaffected.

Brett, about the last thing that I expected going into this year was 11 inches of snow on the ground in Beaumont, Texas, and Lake Charles, Louisiana. It was quite a scene on our two projects out there.

Sure. Always seems fun for the kids. Appreciate it, guys. Thank you. Hey, thanks, Britt.

Thank you. There are no further questions at this time. I will now hand the call over to Frank Renda. Please continue.

Hey, thanks, everyone, for joining today, and thanks for your interest in Southland, and look forward to talking again next quarter. Have a great day.

Thank you, ladies and gentlemen. Today's conference call has concluded. Thank you for your participation. You may now disconnect.