Southland Holdings, Inc.

Good morning. My name is Tracy and I will be your conference operator today. At this time, I would like to welcome everyone to the Southland first quarter 2026 earnings conference call. All lines 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. To withdraw your question, press star one again. Thank you. Alex, you may begin your conference.

Good morning, everyone, and welcome to the Southland First Quarter 2026 conference call. This is Alex Murray, Vice President of Corporate Development and Investment Relations. Joining me today are Frank Renda, President and Chief Executive Officer, and Keith DeSanto, 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's control. Southland's actual results and financial condition may differ materially from those projected in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements, but we do not undertake any duty to update these statements. For discussion of some of the risks that could affect these results, please see the risk factor section of Reform 10-K for the year ended December 31st, 2025, that was filed with the SEC on March 26th, 2026, and the discussion in Form 10-Q for the quarter ended March 31st, 2026, that was filed with the SEC last night. We will also refer to non-GAAP financial measures, and you will find reconciliations in the press release relating to this conference call, which can be found on the Investment 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 first quarter 2026 conference call. I will provide an update on the strategic plan outline during our late March call as well as review our quarterly results, including progress on the wind down of legacy projects and the strength of our current pipeline of opportunities. Turning to our strategic plan and capital structure, we continue to make strong progress against the framework outlined in March. On March 17th, our surety partners assumed the debt under our senior credit facility and waived all principal and interest payments through maturity, providing meaningful flexibility as we execute the next phase of our plan. We are now in the final stages of completing a credit amendment for this facility. which is expected to close as part of the broader financing agreement. During the first quarter, our surety partners also advanced approximately $125 million to support active bonded projects, bringing total surety advances to $139 million. Their continued support reflects confidence in both our operating plan and execution strategy. None of these amounts are due prior to May 13, 2027, and we are actively working toward extending these maturities further as part of the broader agreement. We believe an agreement in principle is substantially complete and are focused on finalizing the remaining details. Additional information will be provided once the agreement is executed. The working capital support has materially strengthened operations and enabled continued progress across our backlog over the past several months. As part of a broader plan, we have also initiated the monetization of EIDL assets and non-core real estate. While these transactions take time to execute properly, we expect activity to build over the coming quarters with proceeds directed towards debt reduction. We're moving with urgency while maintaining a disciplined approach to ensure these assets are monetized thoughtfully and at attractive values. Turning to this quarter's results, First quarter revenue was $172 million, inclusive of the revenue reversal of $18 million from non-cash adjustments related to legacy dispute negotiations and resolutions. Gross loss for the quarter was $4.8 million, primarily driven by unfavorable adjustments of $26 million from legacy dispute resolutions and the NMP business, of which $18 million were non-cash impacts. These adjustments reflect continued progress in addressing legacy matters and further positioning the business for improved operational performance going forward. Importantly, we expect to collect approximately $11 million in the coming weeks from the resolution of a legacy dispute with proceeds intended to further reduce the senior term loan facility. The income statement impact associated with this resolution was recorded in the first quarter and we expect a further balance sheet impact to be recognized in the second quarter due to the timing of billing and cash receipt. This represents another step forward in converting legacy matters into liquidity and strengthening the balance sheet. The vast majority of our contract assets balance relates to legacy projects where construction activities are already completed. We continue to actively pursue all avenues to collect the amounts owed to us and expect to make meaningful progress throughout 2026 to resolving these matters and converting them into cash, which we intend to use to further reduce our debt and strengthen our balance sheet. Our legacy portfolio also continues to shrink. We are down to $71 million of M&P backlog, with three projects in active construction and 42 million of non-M&P legacy backlog remaining. We expect the three M&P projects to be substantially completed this year and one remaining non-M&P legacy project to go into 2027. As these projects are completed and outstanding disputes are resolved, we expect our overall earnings risk to continue declining. At the same time, our core backlog remains strong and continues to demonstrate the quality of our underlying business. This was highlighted in the quarter by a 14% gross margin in our civil segment driven by execution on core projects. The $48 million data center project announced last quarter remains on track for completion within the next two months and is an example of our strategy to focus on high-margin, short-duration projects within our core markets. This project is being led by a team of tenured managers, which is the same group executing short duration, high margin emergency projects in the region. The market backdrop across our core in market also remains strong. Federal, state and local infrastructure funding continues to translate into active procurement for water, bridge, marine and tunnel work. As we move towards finalizing the broader financing agreement, We expect increased bonding support and bidding activity to continue increasing with several key bids and proposals expected to be submitted this week. We expect a combination of improving financial flexibility, a shrinking legacy portfolio, and strong market demand positions as well to convert upcoming opportunities into awards over the coming months. Active pursuits in our pipeline include the Phase 3 Winnipeg North End Sewage Treatment Plant, packages on the GDOT I-285 top end express lanes in Georgia, various marine and bridge opportunities in the southeast, packages on the Gardiner Expressway rehabilitation in Toronto, the MoDOT Liberty Bend Bridge design build in Missouri, a 42-inch pipeline CMAR in Texas, the NTMWD Fossil Creek Wastewater Treatment Plant design build in Texas, the DW Pipeline and Tunnel in Dallas, the Claiborne Pell Bridge rehabilitation in Rhode Island, and the MTA Bronx Whitestone Bridge rehabilitation in New York. In summary, we have begun executing the strategic plan we outlined in March. Our surety partners have provided capital to support execution Our senior credit facility has been restructured to provide meaningful cash debt service relief, and we are nearing completion of the broader financing agreement. While we are encouraged by this progress, more important work remains ahead. Our operational priorities continue to be winding down legacy projects, collecting cash on outstanding legacy disputes, executing on our strong core backlog and targeting new high margin opportunities that align with our core capabilities. Lastly, I want to thank our experienced team for their continued dedication, resilience and commitment as we execute on these priorities. The steps ahead have been carefully planned for, and we are now focused on putting the final pieces in place to complete this transition. With the right team, deep industry experience, and a clear strategic focus, I know we are well positioned to navigate the path ahead and create long-term value. With that, I'll now turn the call over to Keith for a financial update.

Thank you, Frank, and good morning, everyone. We'll discuss an overview of our financial performance during the first quarter of 2026. You can find additional details and information in the financial statements, footnotes, and management's discussion and analysis that were filed on Form 10-Q last night. Revenue in the first quarter was $172 million compared to $239 million in the same period in 2025. Gross loss in the quarter was $4.8 million compared to gross profit of $21.5 million in the first quarter of 2025. This was driven by unfavorable adjustments of $26 million from legacy dispute resolutions and the M&P business, of which $18 million were non-cash impacts. Selling, general, and administrative expenses in the first quarter were $14.9 million, a decrease of $1.5 million compared to the same period in 2025. The decrease was primarily driven by a $2.4 million reduction in compensation expense, a $600,000 decrease in professional fees, and a $500,000 decrease in real estate and personal property taxes, partially offset by a $2.1 million increase in business transformation expenses. The reduction in selling general and administrative expenses reflects our commitment to reducing our administrative spend to better align with our revenue volume. Exclusive of business transformation expenses, selling general and administrative expense was 7% of revenue in the quarter. Interest expense for the quarter totaled $8.7 million, a decrease of $200,000 compared to the same period in 2025, primarily due to lower total debt outstanding. Cash interest in the quarter was $8.5 million, a difference mainly attributable to the suspended interest service on our senior term loan, which started in late March. Income tax expense was approximately $19,000 for the quarter compared to a $300,000 benefit in the same period last year. As we discussed on our last call, we recorded a valuation allowance against our domestic deferred tax assets in the third quarter of 2025. As a reminder, that valuation allowance does not limit our ability to use these deferred tax assets in the future. Our effective tax rate for the quarter was approximately zero. net loss attributable to south and stockholders in the first quarter was 28.4 million or a loss of 52 cents per diluted share compared to a net loss of 4.6 million or a loss of eight cents per diluted share in the first quarter of 2025. EBITDA in the first quarter was negative 14.1 million compared to a positive 10.1 million in the first quarter of 2025. As I mentioned earlier, this quarter's results were impacted by unfavorable adjustments of $26 million from legacy dispute resolutions and the M&P business, of which $18 million were non-cash impacts. Now to touch on segment performance for the quarter. Our civil segment had revenue of $103.8 million compared to $102.9 million in the same period in 2025. Civil gross profit was $14.7 million or a 14.1% margin compared to a gross profit of $22.6 million or a 22% margin in the prior year period. Our transportation segment had revenue of $68.6 million, a decrease of $68 million from the same period in 2025. Transportation had a gross loss of $19.4 million compared to a gross loss of $1.2 million in the same period in the prior year. The increase in gross loss was primarily driven by a $13 million unfavorable adjustment from a dispute resolution on a project in the South and a $5 million unfavorable adjustment from a dispute resolution on an M&P project in the Southeast. The materials and paving business line contributed $11 million to revenue and a gross loss of $13.1 million in the first quarter compared to revenue of $18.1 million and a gross loss of $9.1 million in the same period in 2025. M&P now represents approximately 4% of the total backlog, and we expect substantially all of the remaining M&P work to be complete by the end of 2026. Excluding MMP and the unfavorable adjustments from legacy dispute resolutions, our core business produced double digit gross profit margins in the quarter. As we put the remaining legacy work behind us, we expect the consolidated margin profile to move toward a core performance. We finished the quarter with approximately 1.88 billion of backlog, of which we expect to recognize approximately 38% as revenue over the next 12 months. Turning to liquidity, We ended the quarter with cash and cash equivalents of 20.5M and total cash, including restricted cash of 32M. During the quarter, our shorties advanced approximately 125M under our general indemnity agreements to support ongoing project performance. As Frank noted, the principal and interest waiver on the senior facility, combined with the amounts funded by the shorties under the general indemnity agreements, gives us the runway to execute on our backlog and complete our legacy wind down. Consistent with what we've communicated on our last call, our focus remains on closing out legacy work, improving the balance sheet through asset monetization and our shorty partnership, and executing on our core business in the markets and geographies where our margins are the strongest. As Frank mentioned, we are making meaningful progress on the financing agreement with our surety partners, and we look forward to sharing those details once finalized. I'll now return the call to the operator for questions.

Thank you. We will begin the question and answer session now. If you would like to ask a question, please press star and the number one to raise your hand. To withdraw your question, press star one again. We do ask that you pick up your handset when asking your question to allow for optimum sound quality. If you're muted locally, please remember to unmute your device. Please stand by while we compile the Q&A roster. Your first question comes from the line of Julio Romero with Sedati and Company. Your line is open. Please go ahead.

Thanks. Hey, good morning. Congratulations, guys, on being on the final stages of executing on your credit agreement. While we wait for those additional details, can you help us dive a little deeper into what the agreement means for you guys from an operational perspective, particularly around your ability to to bid and go after new work. I believe you mentioned you'll be submitting some new bids this week. So would love any more color on that as well.

Yeah. Thank you, Julio. Good morning. Now, as far as the deal terms, you know, we believe it's in the best interest of us and the sureties to work through this agreement with favorable terms and extended maturities. We've worked closely with our surety partners over the past few months. They reviewed our operations and business plan and are confident in the path forward. We just aren't in a spot yet to share specifics as we work through the final details. As far as workload, over the past few months, obviously, it's our bonding program. has been a little undefined as we work through this financing agreement. We're in the final stages of this agreement, and once it's finalized, we expect a comprehensive bonding program that supports the long-term plan. In the meantime, we've got about $1.8 billion of funding backlog to execute on and several key bids going forward. And, you know, Julio, the market really does remain strong. You know, we're seeing large water and wastewater opportunities across the Sunbelt Bridge and bridge rehab projects in the north and southeast. We're also seeing unique opportunities for our services on these large-scale data centers. We've been very intentional to line projects that we were pursuing with the surety support that we had. As this agreement closes and bonding support expands, we expect bidding and award activity to step up over the back half of the year.

Perfect. Thank you for all the color. I was just hoping to towards the tail end of that, the types of projects you mentioned, you know, waste water and wastewater data center type of projects. Just curious how the comprehensive bonding plan kind of affects the projects that you'll be going after now. Will they be kind of, will they maintain it, you know, their short duration status? Will they be a little bit larger in nature? Just any additional color you could help on that as well.

Yeah, thanks, William. we continue to see that civil market being really strong. And so we're looking for a lot of those short duration, higher margin projects. The teams are fully engaged and executing well on that work. But transportation market is healthy as well. And so we continue to

uh look for that optimal optimal blend of transportation and civil projects both markets are healthy but you know heavy focus on those those short duration high margin projects helpful and um just turning to this quarter's performance a bit you know the civil segment uh posted the 14 gross margin um is that kind of a good baseline for the year absent you know any of the um accelerated project closeouts you may be doing throughout the year

yeah absolutely you know civil business continues to perform well you know our quarter was in line with uh with our long-term target of those mid-teen gross margins uh new awards we added in in q4 came in at really strong bid margins so overall we feel really good about where civil is performing and headed excellent thanks for the color and i'll turn it over uh thanks julio

There are no further questions at this time. I would now turn the call back to Frank Renata, President and CEO, for closing remarks.

Thanks, everyone, for your interest in Southland and look forward to speaking again here soon.

This concludes today's call. Thank you all for attending. You may now disconnect.