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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 4, 2024
SOUTHLAND HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware |
|
001-41090 |
|
87-1783910 |
| (State or Other Jurisdiction |
|
(Commission |
|
(IRS Employer |
| of Incorporation) |
|
File Number) |
|
Identification No.) |
1100 Kubota Drive
Grapevine, TX 76051
(Address of Principal Executive Offices) (Zip Code)
(817) 293-4263
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common stock, par value $0.0001 per share |
|
SLND |
|
NYSE American LLC |
| Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share |
|
SLND WS |
|
NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02 Results of Operations and Financial Condition.
On
March 4, 2024, Southland Holdings, Inc., a Delaware corporation (the “Company”), issued a press release announcing financial
results for the quarter and full year ended December 31, 2023. Additional information is included in the Company’s press release.
A copy of the Company’s press release is attached hereto as Exhibit 99.1. The foregoing description of the press release is qualified
in its entirety by reference to the attached exhibit.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: March 4, 2024 |
SOUTHLAND HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/ Frank S. Renda |
| |
|
Name: |
Frank S. Renda |
| |
|
Title: |
President and Chief Executive Officer |
Exhibit 99.1
Southland Announces Fourth Quarter & Full Year 2023 Results
GRAPEVINE, Texas, March 4, 2024 (BUSINESS WIRE)
-- Southland Holdings, Inc. (NYSE American: SLND and SLND WS) (“Southland”), a leading provider of specialized infrastructure
construction services, today announced financial results for the quarter and full year ended December 31, 2023.
Fourth Quarter 2023 Results Include:
|
● |
Revenue of $316.2 million for the quarter ended December 31, 2023, up 7% from $294.8 million for the quarter ended December 31, 2022. |
|
● |
Gross profit of $21.1 million for the quarter ended December 31, 2023, compared to $35.9 million for the quarter ended December 31, 2022. |
|
● |
Net loss attributable to stockholders of $5.6 million, or $(0.12) per share for the quarter ended December 31, 2023, compared to a net income attributable to stockholders of $19.5 million for the quarter ended December 31, 2022. |
|
● |
EBITDA of $9.1 million for the quarter ended December 31, 2023, compared to $32.0 million for the quarter ended December 31, 2022. |
|
● |
New awards of approximately $600 million in the quarter. |
|
● |
Backlog of $2.83 billion, up 12% compared to $2.54 billion as of September 30, 2023. |
Full Year 2023 Results Include:
|
● |
Revenue of $1.2 billion for the year ended December 31, 2023, approximately flat from $1.2 billion for the year ended December 31, 2022. |
|
● |
Gross profit of $35.8 million for the year ended December 31, 2023, compared to $140.9 million for the year ended December 31, 2022. |
|
● |
Net loss attributable to stockholders of $19.3 million, or $(0.41) per share for the year ended December 31, 2023, compared to a net income attributable to stockholders of $60.5 million for the year ended December 31, 2022. |
|
● |
Adjusted Net loss attributable to stockholders of $38.7 million, or $(0.82) per share for the year ended December 31, 2023, compared to a net income attributable to stockholders of $60.5 million for the year ended December 31, 2022.(1) |
|
(1) |
Please refer to “Non-GAAP Measures” and reconciliations for our non-GAAP financial measures, including, “Adjusted Net Loss,” and “Adjusted Net Loss Per Share” |
Southland’s President and Chief Executive Officer,
Frank Renda, said, “We fought many headwinds in 2023, yet continued to better position ourselves for the future. I'm proud of our
teams for making solid operational headway in challenging circumstances as our legacy backlog continues to decline, and recently awarded
new projects ramp up construction activities. We finished the year with approximately $600 million of new awards in the fourth quarter
and we remain optimistic about the opportunities we are tracking in our core business fueled by local, state, and federal spending as
we progress in 2024.
2023 Fourth Quarter & Full Year Results
Condensed Consolidated Statements of Operations
| |
|
Three Months Ended |
|
| (Amounts in thousands) |
|
December 31,
2023 |
|
|
December 31,
2022 |
|
| Revenue |
|
$ |
316,189 |
|
|
$ |
294,804 |
|
| Cost of construction |
|
|
295,053 |
|
|
|
258,948 |
|
| Gross profit |
|
|
21,136 |
|
|
|
35,856 |
|
| Selling, general, and administrative expenses |
|
|
19,929 |
|
|
|
14,836 |
|
| Operating income |
|
|
1,207 |
|
|
|
21,020 |
|
| Gain on investments, net |
|
|
33 |
|
|
|
3 |
|
| Other income, net |
|
|
21 |
|
|
|
1,268 |
|
| Interest expense |
|
|
(5,681 |
) |
|
|
(2,574 |
) |
| Earnings (losses) before income taxes |
|
|
(4,420 |
) |
|
|
19,717 |
|
| Income tax expense (benefit) |
|
|
2,919 |
|
|
|
(455 |
) |
| Net income (loss) |
|
|
(7,339 |
) |
|
|
20,172 |
|
| Net income (loss) attributable to noncontrolling interests |
|
|
(1,776 |
) |
|
|
634 |
|
| Net income (loss) attributable to Southland Stockholders |
|
$ |
(5,563 |
) |
|
$ |
19,538 |
|
| |
|
|
|
|
|
|
|
|
| Net income per share attributable to common stockholders |
|
|
|
|
|
|
|
|
| Basic(1) |
|
$ |
(0.12 |
) |
|
|
|
|
| Diluted(1) |
|
$ |
(0.12 |
) |
|
|
|
|
| Weighted average shares outstanding |
|
|
|
|
|
|
|
|
| Basic(1) |
|
|
47,877,558 |
|
|
|
|
|
| Diluted(1) |
|
|
47,877,558 |
|
|
|
|
|
|
(1) |
Southland’s historical common equity structure was in the form of membership percentages and no shares were issued. As such, reporting periods prior to the three months ended March 31, 2023, will not present share or per share data. Basic net loss per share is the same as diluted net loss per share attributable to common stockholders for the three months ended December 31, 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 December 31, 2023, was $316.2 million, an increase of $21.4 million, or 7.3%, compared to the three months ended December 31, 2022. Materials & Paving business contributed $45.7 million to revenue in the three months ended December 31, 2023.
Gross profit for the three months ended December 31, 2023, was $21.1 million, a decrease of $14.7 million, or 41.1%, compared to gross profit of $35.9 million for the three months ended December 31, 2022. Gross profit margin decreased from 12.2% to 6.7% for the three months ended December 31, 2023, compared to the three months ended December 31, 2022. Materials & Paving business negatively impacted gross profit by $15.9 million in the three months ended December 31, 2023.
Selling, general, and administrative costs for the three months ended December 31, 2023, were $19.9 million, an increase of $5.1 million, or 34.3%, compared to the three months ended December 31, 2022. Selling, general, and administrative costs as a percent of revenue were 6.3% for the three months ended December 31, 2023, compared to 5.0% for the three months ended December 31, 2022.
Condensed Consolidated Statements of Operations
| |
|
Year Ended |
|
| (Amounts in thousands) |
|
December 31,
2023 |
|
|
December 31,
2022 |
|
| Revenue |
|
$ |
1,160,417 |
|
|
$ |
1,161,431 |
|
| Cost of construction |
|
|
1,124,603 |
|
|
|
1,020,497 |
|
| Gross profit |
|
|
35,814 |
|
|
|
140,934 |
|
| Selling, general, and administrative expenses |
|
|
67,195 |
|
|
|
58,231 |
|
| Operating income (loss) |
|
|
(31,381 |
) |
|
|
82,703 |
|
| Gain (loss) on investments, net |
|
|
30 |
|
|
|
(76 |
) |
| Other income, net |
|
|
23,580 |
|
|
|
2,204 |
|
| Interest expense |
|
|
(19,471 |
) |
|
|
(8,891 |
) |
| Earnings (losses) before income taxes |
|
|
(27,242 |
) |
|
|
75,940 |
|
| Income tax expense (benefit) |
|
|
(8,527 |
) |
|
|
13,290 |
|
| Net income (loss) |
|
|
(18,715 |
) |
|
|
62,650 |
|
| Net income attributable to noncontrolling interests |
|
|
538 |
|
|
|
2,108 |
|
| Net income (loss) attributable to Southland Stockholders |
|
$ |
(19,253 |
) |
|
$ |
60,542 |
|
| |
|
|
|
|
|
|
|
|
| Net income (loss) per share attributable to common stockholders |
|
|
|
|
|
|
|
|
| Basic(1) |
|
$ |
(0.41 |
) |
|
|
|
|
| Diluted(1) |
|
$ |
(0.41 |
) |
|
|
|
|
| Weighted average shares outstanding |
|
|
|
|
|
|
|
|
| Basic(1) |
|
|
47,088,813 |
|
|
|
|
|
| Diluted(1) |
|
|
47,088,813 |
|
|
|
|
|
|
(1) |
Southland’s historical common equity structure was in the form of membership percentages and no shares were issued. As such, reporting periods prior to the three months ended March 31, 2023, will not present share or per share data. Basic net loss per share is the same as diluted net loss per share attributable to common stockholders for the twelve months ended December 31, 2023, because the inclusion of potential shares of common stock would have been anti-dilutive for the period presented. |
Revenue for the year ended December 31, 2023, was $1,160.4 million, a decrease of $1.0 million, or 0.1%, compared to the year ended December 31, 2022. Materials & Paving business contributed $188.3 million to revenue in the year ended December 31, 2023.
Gross profit for the year ended December 31, 2023, was $35.8 million, a decrease of $105.1 million, or 74.6%, compared to gross profit of $140.9 million for the year ended December 31, 2022. Gross profit margin decreased from 12.1% to 3.1% for the year ended December 31, 2023, compared to the year ended December 31, 2022. Materials & Paving business negatively impacted gross profit by $86.6 million in the year ended December 31, 2023.
Selling, general, and administrative costs for the year ended December 31, 2023, were $67.2 million, an increase of $9.0 million, or 15.4%, compared to the year ended December 31, 2022. Selling, general, and administrative costs as a percent of revenue were 5.8% for the year ended December 31, 2023, compared to 5.0% for the year ended December 31, 2022.
Segment Revenue
| |
|
Three Months Ended |
|
| (Amounts in thousands) |
|
December 31,
2023 |
|
|
December 31,
2022 |
|
| |
|
|
|
|
% of Total |
|
|
|
|
|
% of Total |
|
| Segment |
|
Revenue |
|
|
Revenue |
|
|
Revenue |
|
|
Revenue |
|
| Civil |
|
$ |
108,260 |
|
|
|
34.2 |
% |
|
$ |
84,021 |
|
|
|
28.5 |
% |
| Transportation |
|
|
207,929 |
|
|
|
65.8 |
% |
|
|
210,783 |
|
|
|
71.5 |
% |
| Total revenue |
|
$ |
316,189 |
|
|
|
100.0 |
% |
|
$ |
294,804 |
|
|
|
100.0 |
% |
| |
|
Year Ended |
|
| (Amounts in thousands) |
|
December 31,
2023 |
|
|
December 31,
2022 |
|
| |
|
|
|
|
% of Total |
|
|
|
|
|
% of Total |
|
| Segment |
|
Revenue |
|
|
Revenue |
|
|
Revenue |
|
|
Revenue |
|
| Civil |
|
$ |
337,524 |
|
|
|
29.1 |
% |
|
$ |
305,324 |
|
|
|
26.3 |
% |
| Transportation |
|
|
822,893 |
|
|
|
70.9 |
% |
|
|
856,107 |
|
|
|
73.7 |
% |
| Total revenue |
|
$ |
1,160,417 |
|
|
|
100.0 |
% |
|
$ |
1,161,431 |
|
|
|
100.0 |
% |
Segment Gross Profit
| |
|
Three Months Ended |
|
| (Amounts in thousands) |
|
December 31,
2023 |
|
|
December 31,
2022 |
|
| |
|
|
|
|
% of Segment |
|
|
|
|
|
% of Segment |
|
| Segment |
|
Gross Profit |
|
|
Revenue |
|
|
Gross Profit |
|
|
Revenue |
|
| Civil |
|
$ |
24,549 |
|
|
|
22.7 |
% |
|
$ |
17,149 |
|
|
|
20.4 |
% |
| Transportation |
|
|
(3,413 |
) |
|
|
(1.6 |
)% |
|
|
18,707 |
|
|
|
8.9 |
% |
| Gross profit |
|
$ |
21,136 |
|
|
|
6.7 |
% |
|
$ |
35,856 |
|
|
|
12.2 |
% |
| |
|
Year Ended |
|
| (Amounts in thousands) |
|
December 31,
2023 |
|
|
December 31,
2022 |
|
| |
|
|
|
|
% of Segment |
|
|
|
|
|
% of Segment |
|
| Segment |
|
Gross Profit |
|
|
Revenue |
|
|
Gross Profit |
|
|
Revenue |
|
| Civil |
|
$ |
51,686 |
|
|
|
15.3 |
% |
|
$ |
45,464 |
|
|
|
14.9 |
% |
| Transportation |
|
|
(15,872 |
) |
|
|
(1.9 |
)% |
|
|
95,470 |
|
|
|
11.2 |
% |
| Gross profit |
|
$ |
35,814 |
|
|
|
3.1 |
% |
|
$ |
140,934 |
|
|
|
12.1 |
% |
Adjusted EBITDA Reconciliation
| |
|
Three Months Ended |
|
|
Year ended |
|
| (Amounts in thousands) |
|
December 31,
2023 |
|
|
December 31,
2022 |
|
|
December 31,
2023 |
|
|
December 31,
2022 |
|
| Net income (loss) attributable to Southland Stockholders |
|
$ |
(5,563 |
) |
|
$ |
19,538 |
|
|
$ |
(19,253 |
) |
|
$ |
60,542 |
|
| Depreciation and amortization |
|
|
5,825 |
|
|
|
10,534 |
|
|
|
30,529 |
|
|
|
45,697 |
|
| Income taxes (benefit) |
|
|
2,919 |
|
|
|
(455 |
) |
|
|
(8,527 |
) |
|
|
13,290 |
|
| Interest expense |
|
|
5,681 |
|
|
|
2,574 |
|
|
|
19,471 |
|
|
|
8,891 |
|
| Interest income |
|
|
215 |
|
|
|
(143 |
) |
|
|
(1,143 |
) |
|
|
(172 |
) |
| EBITDA |
|
|
9,077 |
|
|
|
32,048 |
|
|
|
21,077 |
|
|
|
128,248 |
|
| Transaction related costs |
|
|
- |
|
|
|
- |
|
|
|
1,594 |
|
|
|
- |
|
| Contingent earnout consideration non-cash expense reversal |
|
|
- |
|
|
|
- |
|
|
|
(20,689 |
) |
|
|
- |
|
| Adjusted EBITDA |
|
$ |
9,077 |
|
|
$ |
32,048 |
|
|
$ |
1,982 |
|
|
$ |
128,248 |
|
Backlog
| (Amounts in thousands) |
|
Backlog |
|
| Balance: December 31, 2022 |
|
$ |
2,973,885 |
|
| New contracts, change orders, and adjustments |
|
|
1,011,797 |
|
| Gross backlog |
|
|
3,985,682 |
|
| Less: contract revenue recognized in 2023 |
|
|
(1,150,716 |
) |
| Balance December 31, 2023 |
|
$ |
2,834,966 |
|
Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share Attributable to Common Stock Reconciliation
| |
|
Three Months Ended |
|
|
Year Ended |
|
| (Amounts in thousands except shares and per share data) |
|
December 31,
2023 |
|
|
December 31,
2022 |
|
|
December 31,
2023 |
|
|
December 31,
2022 |
|
| Reconciliation of adjusted net income (loss) attributable to common stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) attributable to common stock (GAAP as reported) |
|
$ |
(5,563 |
) |
|
$ |
35,199 |
|
|
$ |
(19,253 |
) |
|
$ |
60,542 |
|
| Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Transaction related costs |
|
|
- |
|
|
|
- |
|
|
|
1,594 |
|
|
|
- |
|
| Contingent earnout consideration non-cash expense |
|
|
- |
|
|
|
- |
|
|
|
(20,689 |
) |
|
|
- |
|
| Income tax impact of adjustments(1) |
|
|
- |
|
|
|
- |
|
|
|
(311 |
) |
|
|
- |
|
| Adjusted net income (loss) attributable to common stockholders |
|
$ |
(5,563 |
) |
|
$ |
35,199 |
|
|
$ |
(38,659 |
) |
|
$ |
60,542 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted average shares outstanding for diluted and adjusted diluted earnings per share(2) |
|
|
47,877,558 |
|
|
|
|
|
|
|
47,088,813 |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Diluted earnings (loss) per share attributable to common stock(2) |
|
$ |
(0.12 |
) |
|
|
|
|
|
$ |
(0.41 |
) |
|
|
|
|
| Adjusted diluted earnings (loss) per share attributable to common stock(2) |
|
$ |
(0.12 |
) |
|
|
|
|
|
$ |
(0.82 |
) |
|
|
|
|
|
(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) |
Southland’s historical common equity structure was in the form of membership percentages and no shares were issued. As such, reporting periods prior to the three months ended March 31, 2023, will not present share or per share data. Basic net loss per share is the same as diluted net loss per share attributable to common stockholders for the nine months ended December 31, 2023, because the inclusion of potential shares of common stock would have been anti-dilutive for the period presented |
Condensed Consolidated Balance Sheets
| |
|
As of |
|
| (Amounts in thousands, except shares and per share data) |
|
December 31,
2023 |
|
|
December 31,
2022 |
|
| ASSETS |
|
|
|
|
|
|
|
|
| Current assets |
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
$ |
49,176 |
|
|
$ |
57,915 |
|
| Restricted cash |
|
|
14,644 |
|
|
|
14,076 |
|
| Accounts receivable, net |
|
|
194,869 |
|
|
|
135,678 |
|
| Retainage receivables |
|
|
109,562 |
|
|
|
122,682 |
|
| Contract assets |
|
|
554,202 |
|
|
|
512,906 |
|
| Other current assets |
|
|
20,083 |
|
|
|
24,047 |
|
| Total current assets |
|
|
942,536 |
|
|
|
867,304 |
|
| |
|
|
|
|
|
|
|
|
| Property and equipment, net |
|
|
102,150 |
|
|
|
114,084 |
|
| Right-of-use assets |
|
|
12,492 |
|
|
|
16,893 |
|
| Investments - unconsolidated entities |
|
|
121,648 |
|
|
|
113,724 |
|
| Investments - limited liability companies |
|
|
2,590 |
|
|
|
2,590 |
|
| Investments - private equity |
|
|
3,235 |
|
|
|
3,261 |
|
| Deferred tax asset |
|
|
11,496 |
|
|
|
- |
|
| Goodwill |
|
|
1,528 |
|
|
|
1,528 |
|
| Intangible assets, net |
|
|
1,682 |
|
|
|
2,218 |
|
| Other noncurrent assets |
|
|
1,711 |
|
|
|
3,703 |
|
| Total noncurrent assets |
|
|
258,532 |
|
|
|
258,001 |
|
| Total assets |
|
|
1,201,068 |
|
|
|
1,125,305 |
|
| |
|
|
|
|
|
|
|
|
| LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
| Current liabilities |
|
|
|
|
|
|
|
|
| Accounts payable |
|
$ |
162,464 |
|
|
$ |
126,385 |
|
| Retainage payable |
|
|
40,950 |
|
|
|
33,677 |
|
| Accrued liabilities |
|
|
124,667 |
|
|
|
121,584 |
|
| Current portion of long-term debt |
|
|
48,454 |
|
|
|
46,322 |
|
| Short-term lease liabilities |
|
|
14,081 |
|
|
|
16,572 |
|
| Contract liabilities |
|
|
193,351 |
|
|
|
131,557 |
|
| Total current liabilities |
|
|
583,967 |
|
|
|
476,097 |
|
| |
|
|
|
|
|
|
|
|
| Long-term debt |
|
|
251,906 |
|
|
|
227,278 |
|
| Long-term lease liabilities |
|
|
5,246 |
|
|
|
10,032 |
|
| Deferred tax liabilities |
|
|
2,548 |
|
|
|
3,392 |
|
| Long-term accrued liabilities |
|
|
49,109 |
|
|
|
47,219 |
|
| Other noncurrent liabilities |
|
|
47,728 |
|
|
|
1,403 |
|
| Total long-term liabilities |
|
|
356,537 |
|
|
|
289,324 |
|
| Total liabilities |
|
|
940,504 |
|
|
|
765,421 |
|
| |
|
|
|
|
|
|
|
|
| Commitments and contingencies (see Note 17) |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Stockholders’ equity |
|
|
|
|
|
|
|
|
| Preferred stock, $0.0001 par value, authorized 50,000,000 shares, none issued and outstanding in 2023 |
|
|
- |
|
|
|
- |
|
| Preferred stock, $1.00 par value, authorized 24,400,000 shares issued and outstanding in 2022 |
|
|
- |
|
|
|
24,400 |
|
| Common stock, $0.0001 par value, authorized 500,000,000 shares, 47,891,984 and none issued and outstanding in 2023 and 2022, respectively |
|
|
5 |
|
|
|
- |
|
| Additional paid-in-capital |
|
|
270,330 |
|
|
|
- |
|
| Accumulated deficit |
|
|
(19,253 |
) |
|
|
- |
|
| Accumulated other comprehensive loss |
|
|
(1,460 |
) |
|
|
(2,576 |
) |
| Members’ capital |
|
|
- |
|
|
|
327,614 |
|
| Total stockholders’ equity |
|
|
249,622 |
|
|
|
349,438 |
|
| Noncontrolling interest |
|
|
10,942 |
|
|
|
10,446 |
|
| Total equity |
|
|
260,564 |
|
|
|
359,884 |
|
| Total liabilities and equity |
|
$ |
1,201,068 |
|
|
$ |
1,125,305 |
|
Condensed Consolidated Statement of Cash Flows
| |
|
Year Ended |
|
| (Amounts in thousands) |
|
December 31,
2023 |
|
|
December 31,
2022 |
|
| Cash flows from operating activities: |
|
|
|
|
|
|
|
|
| Net income (loss) |
|
$ |
(18,715 |
) |
|
$ |
62,650 |
|
| Adjustments to reconcile net income (loss) to net cash used in operating activities: |
|
|
|
|
|
|
|
|
| Depreciation and amortization |
|
|
30,529 |
|
|
|
45,697 |
|
| Loss on extinguishment of debt |
|
|
631 |
|
|
|
- |
|
| Deferred taxes |
|
|
(12,341 |
) |
|
|
(2,103 |
) |
| Change in fair value of earnout liability |
|
|
(20,689 |
) |
|
|
- |
|
| Share-based compensation |
|
|
891 |
|
|
|
- |
|
| Gain on sale of assets |
|
|
(1,328 |
) |
|
|
(3,377 |
) |
| Foreign currency remeasurement loss (gain) |
|
|
(109 |
) |
|
|
548 |
|
| Earnings from equity method investments |
|
|
(7,740 |
) |
|
|
(9,299 |
) |
| TZC investment present value accretion |
|
|
(2,449 |
) |
|
|
(2,355 |
) |
| Gain on trading securities, net |
|
|
(26 |
) |
|
|
(260 |
) |
| Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
| Accounts receivable |
|
|
(48,971 |
) |
|
|
(18,432 |
) |
| Contract assets |
|
|
(42,921 |
) |
|
|
(138,677 |
) |
| Other current assets |
|
|
4,136 |
|
|
|
(1,293 |
) |
| Right-of-use assets |
|
|
4,402 |
|
|
|
(1,315 |
) |
| Accounts payable and accrued liabilities |
|
|
46,608 |
|
|
|
(13,546 |
) |
| Contract liabilities |
|
|
61,775 |
|
|
|
20,049 |
|
| Operating lease liabilities |
|
|
(4,314 |
) |
|
|
1,264 |
|
| Other |
|
|
367 |
|
|
|
(5,753 |
) |
| Net cash used in operating activities |
|
|
(10,264 |
) |
|
|
(66,202 |
) |
| |
|
|
|
|
|
|
|
|
| Cash flows from investing activities: |
|
|
|
|
|
|
|
|
| Purchase of property and equipment |
|
|
(10,846 |
) |
|
|
(4,765 |
) |
| Proceeds from sale of property and equipment |
|
|
8,813 |
|
|
|
10,064 |
|
| Loss on investment in limited liability company |
|
|
- |
|
|
|
336 |
|
| Proceeds from the sale of trading securities |
|
|
61 |
|
|
|
927 |
|
| Distributions received from equity method investees |
|
|
7,000 |
|
|
|
- |
|
| Capital contribution to investees |
|
|
(540 |
) |
|
|
(1,000 |
) |
| Net cash provided by (used in) investing activities |
|
|
4,488 |
|
|
|
5,562 |
|
| |
|
|
|
|
|
|
|
|
| Cash flows from financing activities: |
|
|
|
|
|
|
|
|
| Borrowings on revolving credit facility |
|
|
8,000 |
|
|
|
75,000 |
|
| Payments on revolving credit facility |
|
|
(13,000 |
) |
|
|
- |
|
| Borrowings on notes payable |
|
|
115,265 |
|
|
|
281 |
|
| Payments on notes payable |
|
|
(123,720 |
) |
|
|
(42,934 |
) |
| Payments of deferred financing costs |
|
|
(565 |
) |
|
|
- |
|
| Pre-payment premium |
|
|
(471 |
) |
|
|
- |
|
| Advances to related parties |
|
|
(242 |
) |
|
|
(1,603 |
) |
| Payments from related parties |
|
|
- |
|
|
|
5 |
|
| Payments on finance lease |
|
|
(4,835 |
) |
|
|
(8,157 |
) |
| Distribution to members |
|
|
(110 |
) |
|
|
(2,457 |
) |
| Proceeds from merger of Legato II and Southland LLC |
|
|
17,088 |
|
|
|
- |
|
| Net cash provided by financing activities |
|
|
(2,590 |
) |
|
|
20,135 |
|
| |
|
|
|
|
|
|
|
|
| Effect of exchange rate on cash |
|
|
195 |
|
|
|
1,254 |
|
| |
|
|
|
|
|
|
|
|
| Net decrease in cash and cash equivalents and restricted cash |
|
|
(8,171 |
) |
|
|
(39,251 |
) |
| Beginning of period |
|
|
71,991 |
|
|
|
111,242 |
|
| End of period |
|
$ |
63,820 |
|
|
$ |
71,991 |
|
| |
|
|
|
|
|
|
|
|
| Supplemental cash flow information |
|
|
|
|
|
|
|
|
| Cash paid for income taxes |
|
$ |
7,587 |
|
|
$ |
10,392 |
|
| Cash paid for interest |
|
$ |
18,277 |
|
|
$ |
9,044 |
|
| Non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
| Lease assets obtained in exchange for new leases |
|
$ |
13,875 |
|
|
$ |
19,558 |
|
| Assets obtained in exchange for notes payable |
|
$ |
10,884 |
|
|
$ |
4,091 |
|
| 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, March 5, 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.
Southland Contacts:
Cody Gallarda
EVP, Chief Financial Officer
cgallarda@southlandholdings.com
Alex Murray
Corporate Development & Investor Relations
amurray@southlandholdings.com
v3.24.0.1
Cover
|
Mar. 04, 2024 |
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| Amendment Flag |
false
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| Document Period End Date |
Mar. 04, 2024
|
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001-41090
|
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SOUTHLAND HOLDINGS, INC
|
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0001883814
|
| Entity Tax Identification Number |
87-1783910
|
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DE
|
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1100 Kubota Drive
|
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Grapevine
|
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TX
|
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76051
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(817)
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293-4263
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=SLND_CommonStockParValue0.0001PerShareMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=SLND_RedeemableWarrantsExercisableForSharesOfCommonStockAtExercisePriceOf11.50PerShareMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
Southland (AMEX:SLND)
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From Oct 2024 to Nov 2024
Southland (AMEX:SLND)
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From Nov 2023 to Nov 2024
