Southland Holdings, Inc.

Good morning. My name is Sergio, and I will be your conference operator today. At this time, I would like to welcome everyone to the Southland Third Quarter 2025 Earnings Conference Call. All eyes have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you would like to ask a question during this time, simply press star followed by the number one on your telephone keypad. If you would like to withdraw your question, please press the star followed by the number Alex, you may begin your conference.

Good morning, everyone. Welcome to the Southland Third Quarter 2025 Conference Call. This is Alex Murray, Vice President of Corporate Development and Investor Relations. Joining me today are Frank Renda, President and Chief Executive Officer, and Keith Pisano, 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 uncertain and outside of Southland's control. Southland's actual results and financial condition may differ purely from those projected in 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 Factor section over Form 10-K for the year ended December 31, 2024, that was filed with the SEC on March 5, 2025, and discussion on Form 10-Q for the quarter ended September 30, 2025, that was filed with the SEC last night. We also refer to non-GAAP financial measures, and you'll find reconciliations in the press release related 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 third quarter 2025 conference call. Before we jump into this quarter's results, I'd like to highlight that this quarter marked the five-year anniversary of our acquisition of American Bridge Company. This quarter we also achieved substantial completion on the last of the 27 highly technical projects assumed in the acquisition. These projects included the Queens Ferry Crossing in Scotland, Edmonton Valley Light Rail in Canada, Queensborough Bridge in New York, and the SR 520 Montlake project in Washington. Closing out this final construction phase of the Legacy AB backlog is a major accomplishment. and testament to our operational expertise, technical knowledge, and ability to successfully execute some of the world's most complex infrastructure projects. Now to turn to this quarter's results. We reported third quarter revenue of $213 million and gross profit of $3.3 million. Consolidated gross profit margin was 1.5%. an increase from negative 29.5% in the prior year period. The improvement was driven by strong performance in our new core work and fewer impacts from legacy projects in this quarter versus the same quarter last year. Our new core work continues to perform at double-digit gross margins. Our civil business continues to perform very well with 10.5% gross margin in this quarter. This was inclusive of unfavorable non-cash adjustments from dispute resolutions that impacted revenue from gross profit by $8 million in the quarter. We continue to make progress resolving smaller disputes. A vast majority of our contract assets balance consists of money we are owed from legacy projects that were started prior to COVID where construction is complete. We expect our contract assets balance to continue to decrease and to collect a significant amount of cash from these legacy disputes. We have a clear plan to finalize the remaining legacy projects that are making progress toward their completion. As this work wraps up, we expect to significantly de-risk our earnings profile as we progress through next year. We have some more work to do, but we're getting closer to putting these projects completely behind us and focusing solely on our high quality new core backlog. During the quarter, we added approximately $151 million in new awards and contract adjustments. This was led by a $77 million bridge rehab contract in our transportation segment for a private client in the Pacific Northwest. and a $53 million water resource contract in our civil segment in Texas, bringing our total backlog to approximately $2.26 billion. All indications are that the robust demand for infrastructure will continue for years to come. Our outlook on the market remains positive. We continue to successfully execute our strategy of targeting short duration high margin projects in both public and private markets. In private markets, we are seeing strong demand for large scale data centers. We have been carefully evaluating data center opportunities over the last couple of years, maintaining a highly selective and disciplined approach to ensure we remain within our core capabilities. Many new data center sites are very large and are being built in rural areas. resulting in an ongoing need to build additional water resources to support these buildouts. Utility packages on the data center projects are getting larger, and the margin potential is very attractless. We are in discussions on several data center opportunities to leverage our utility and site development capabilities. The construction activities we are pursuing are very similar to the scopes in our existing core backlog and match our team's expertise very well. We expect to convert some of these opportunities to backlog in the coming quarters. While data center projects present a unique opportunity, our strategy remains the same, and we will continue to pursue a mix of private and public market opportunities. We continue to see strong demand for public market projects from federal, state, and local levels. The IIJA is well underway and driving strong demand for public market projects. Significant opportunities remain across our core business, with hundreds of billions in authorized funds still to be spent under the IIJA. At the state level, last week, Texans voted in favor of Proposition 4. the amendment proposed by the house joint resolution 7 which will allocate 20 billion dollars to the texas water fund over the next two decades this is a major commitment to one of our core markets and we are positioned well to help expand texas's water resources upcoming public market opportunities include numerous water resource projects in the midwest and the southwest we are also excited about several bridge opportunities in the southeast We have great visibility into future demands. We will continue to be focused on improving margins first, then growing backlog and revenue. We will ensure we have the right resources to build the work and continue to pursue projects that align with our core capabilities. In closing, as we reflect on the quarter, we have a similar message the past few quarters. While we have more work to do to get the legacy projects completely behind us, our core business is performing well. As we wrap up legacy projects, we expect to deliver strong and consistent results. With robust opportunities across our end markets, we expect to win our fair share of high margin projects. We maintain confidence in our long-term outlook and future direction of our business. With that, I'll now turn the call over to Keith for a financial update.

Thank you, Frank. Good morning, everyone. I'll discuss an overview of our financial performance during the third quarter for 2025. You can find additional details and information in the financial statements, footnotes, and management discussion and analysis that were filed on Form 10-Q last night. Revenue for the quarter was $213.3 million. up $40 million from the same period in 2024. Revenue in the quarter was lower than anticipated due to the timing of new project starts, impacts from dispute resolutions, and project delays. Gross profit was $3.3 million, an increase of $54.4 million from the same period in 2024. Gross profit margin in the quarter was 1.5% compared to negative 29.5% in the prior year. Selling, general, and administrative costs in the third quarter were $14.6 million, a decrease of $2.9 million compared to the same period in 2024. The decrease was primarily due to lower compensation expenses as well as a reduction in legal and professional fees compared to the same period in 2024. Interest expense for the quarter totaled $9.2 million, up $1.6 million from the prior year. This increase was primarily driven by an increase in interest rates on external borrowings. We anticipate interest expense to average approximately $9.5 million per quarter going forward. Income tax expense was $57.2 million for the quarter compared to income tax benefit of $17.1 million in the same period last year. Included in this quarter's income tax expense was a $57.3 million one-time non-cash expense from a valuation allowance placed on our net deferred tax assets. This valuation allowance is required under U.S. GAAP. However, this does not limit utilization of the respective tax assets in the future. We expect our effective tax rate for 2026 to be in the 15% to 20% range based on current forecasts. We reported a net loss of $75.2 million, or a net loss of $1.39 per share in the quarter, compared to a net loss of $54.7 million, or a net loss of $1.14 per share in the same period last year. It is important to note that approximately $1.06 per share of this quarter's loss was due to the one-time non-cash tax expense related to the valuation allowance. In the third quarter, we produced EBITDA of negative 3.5 million compared to EBITDA of negative 58.7 million for the same period in 2024. Now to touch on segment performance for the quarter. Our civil segment had revenue of 99.5 million compared to revenue of 55.8 million in the same period in 2024. Our civil segment gross profit was 10.4 million, an increase of 28.7 million from the same period in the prior year. As a percentage of revenue for the quarter, our civil segment had gross margin of 10.5% compared to negative 32.8% in the same period in 2024. In the quarter, we had unfavorable adjustments from dispute resolutions on two projects in our civil segment that impacted revenue and gross profit by $8 million. These resolutions resulted in cash collections of approximately $6.5 million in the quarter, with an additional $3 million expected in the coming months. For the quarter, our transportation segment had revenue of $113.9 million, a decrease of $3.6 million from the same period in 2024. Our transportation segment had a gross loss of $7.2 million, an increase from a gross loss of $32.8 million in the same period in the prior year. As a percentage of revenue for the quarter, our transportation segment had a negative gross margin of 6.3%, compared to a negative gross margin of 27.9% for the same period in 2024. The materials and paving business line contributed $22.9 million to revenue and $3 million in gross loss in the third quarter. At the end of the quarter, we had approximately $89 million of remaining M&P backlog. This is down from $99 million at the end of last quarter. I'd like to highlight that one M&P project's contract value was increased by $21 million in the quarter. This was a result of ongoing discussions with the owner, and is a positive outcome as we expect to get paid more to complete the remaining scope of work on this contract. Last quarter, we noted that we expected three of these projects to tail into 2026. We now expect the final four paving projects to be completed in 2026. Our transportation segment margin was also impacted in the quarter by an unfavorable adjustment of 7 million on a legacy purge project in the Midwest. The project experienced delays and has significantly impacted results over the past several years. Our remaining non-M&P legacy backlog is now 32 million, down from 40 million last quarter. excluding the impacts from M&P unfavorable adjustments in our non-M&P legacy backlog and dispute resolutions. Gross profit in our core business produced double-digit margins. We expect legacy projects to have less impact on the overall results in 2026 as we continue to wind down these projects. We finished the quarter with approximately $2.26 billion of backlog, of which we expect to burn approximately 39% over the next 12 months. Now to touch on the balance sheet. We are exploring debt solutions that would provide us with additional capacity and offer flexibility in accelerating work on the legacy backlog. We are currently in discussions and expect to be able to close the facility before we report next quarter's results. We will share more details as this process progresses. Thank you for your time and interest in Southland. I'll now pass the call back to the operator for questions.

Thank you. Nathan Yellman, 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. 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 the number two. If you are using a speakerphone, please lift the handset before pressing any key One moment, please, for your first question. Your first question comes from Adam from Thompson Davis. Please go ahead.

Hey, good morning, guys.

Good morning, Adam.

Good morning. I wanted to start with your comment on data centers. I was curious if you were looking at anything else on the private side and What is the scope that, or how big are those packages potentially for you?

Yeah, so what we're looking at, Adam, is, you know, stuff that's in our core market. So there are some larger data centers out there. You know, the data centers are obviously a very active market right now. Just tons of opportunities across the country. You know, the past couple of years, these developments have just exploded and You know, so we've spent time getting our arms around the scopes and you know, they're very similar to what we've done for public owners. But now it's just just for a slightly different customer base. The opportunities on the public market side are still really strong. You know, we see data centers as an opportunity to supplement our existing work and really turn, you know, turn some cash quickly. So we're excited about the potential and hope to talk more about these here soon. As far as other work on the private side, we've always had a mix of private and public, more heavily weighted to the public sector. But there's a lot of opportunities with new manufacturing coming to the U.S. that we're looking at as well. But our scope specifically would be And that water, wastewater site development type market on those developments. Got it.

And then, so you took an $8 million hit to gross profit from claims settlement in Q3, but that's going to lead to $9.5 million in cash, so not a terrible trade-off there. I'm just curious, Frank, you sounded like you had a little better sense of And you had a little bit more momentum, or it seemed like you had a higher confidence that maybe a lot more of these legacy claims would get settled, call it, in the next 12 months. Is that fair to say?

Yeah, you know, we've made some small progress this quarter on some of the smaller disputes, which leads to some optimism. It's good to see, you know, our contract assets growing. balances coming down. But no, we're, these things can't wait to be settled forever. We're at the table on numerous claims. And so, yes, we expect to see some progress, some real progress over the next 12 months.

And then just a last one for me, the project delays that impacted you in Q3, Have those projects started in Q4? And I know you're not giving guidance, but just curious if you kind of expect to end the year on a higher note.

Yeah, so as it relates to some of the delays that we've encountered, you know, we would – so it's delays, and then we also had some derecognition in the revenue just due to some of the adjustments that we took in the quarter. I would expect a Q4 to be, you know, pretty similar to Q3 with maybe a slight uptick.

I'll turn it over. Thanks, guys. Thanks, Adam. Thank you.

Thank you. Your next question comes from Julio Romero from Cerote and Company. Please go ahead.

Thanks. Hey, good morning, Frank, Keith, and Alex. Wanted to talk about the free cash flow outlook for the fourth quarter. Just given the decrease in the contract assets, which is certainly notable, but also the increase in the receivables. I believe you called out the three million in cash collections expected in the fourth quarter. But, you know, just I keep looking at that increase in receivables and just trying to see if you can help us out with kind of a finer point on free cash for the fourth quarter.

Absolutely. So we did generate positive cash flow from ops in the quarter, and we're there year-to-date. We may see a decrease in Q4 and Q1 of 2026, but we do expect to see some positive cash flow overall from ops in 2026.

Okay, understood. And, you know, can you help us size up the pipeline for some of these additional quick-turn projects in the civil segment and And has the size and runway evolved at all since Texas' passage of Proposition 4 to fund water infrastructure projects?

David Chambers- Well, you broke up a little bit there. Could you just repeat that?

David Chambers- Yeah. Can you hear me? You broke up as well, so I couldn't hear you. I was just trying to see if, you know, the size and the runway of these quick-turn, high-margin projects in the civil segment, and has that changed at all? since Texas' passage of Prop 4?

Yeah, no. Civil margins have been strong, and we expect this to continue. This quarter, civil margins were 10.5%, which included impacts of $8 million from dispute resolutions. If you look year-to-date, gross margins are roughly 17%, which is very strong. So overall, we're excited about... The success we're seeing in the civil market and we really like those $50 to $150 million quick turning cash projects on the civil side and that the bill that Texas passed, you know, adding another $20 billion, you know, to critical water projects should provide some great tailwinds for us. But it'll take that $20 billion to be deployed. Sorry.

No, no, no, you're fine. And then, you know, I know last quarter you talked about those tunnel boring machines that you have that kind of give you a competitive advantage there. Are you guys kind of the only game in town with those, or can you just speak to how that kind of differentiates you there?

Yeah, so there are, you know, quite a few tunnel jobs out there. You know, we feel like we have a significant advantage there. producing our own tunnel boring machines in some cases. And we have a really good fleet, you know, probably one of the larger fleets in the United States of existing PBMs. So hopefully we're able to really take advantage of the tunnel opportunities bidding, you know, over the next 12 to 24 months. So excited about that market as well. Great question.

Very good. I'll pass it on. Thank you.

Thank you. Thank you. Your next question comes from Christian Schrock from Craig Helen Capital. Please go ahead.

Great. Thanks for taking my question. Frank, I'm just wondering if you could give us an idea of the size of the projects for a typical data center that you're looking into.

Yeah. So for us, Christian, We're looking for data centers that are close to where we have existing projects, you know, in that water wastewater market. But, you know, you can see projects as small as probably 15 to 20 million dollars, you know, and as far as the top end. Um, you know, we're going to feel the market out, you know, around that 50, $75 million range maybe to start, but they could, uh, they could grow from there.

Great. And then it, it sounds like we're finally, you know, coming to the end of, uh, of legacy, you know, work and should finish that up in calendar 26, you know, as we go into, you know, 27, um, you know, would you expect, you know, your core businesses to run, you know, at the current, you know, margin profile, or do you think that could actually improve in 27?

Yeah, so, you know, 25, as we talked about, was kind of that reset year. We were really going to focus on cleaning up legacy projects, you know, and use that as a springboard into 2026, getting into more of our core work, and then 2027, as you stated, being completely into our core market. And we're excited to really improve profitability in the years to come.

Okay, great. No other questions. Thank you.

Thank you, Christian.

Thank you. Ladies and gentlemen, there are no further questions at this time. You may proceed.

Thanks, everyone, for joining us. Look forward to speaking with you all next quarter.

Ladies and gentlemen, this concludes today's conference call. Thank you all for your participation. You may now disconnect.