Southland Holdings, LLC (“Southland”) announced financial results for the quarter ended September 30, 2022.
  • Revenue of $335 million, an increase of 6% compared to the quarter ended September 30, 2021
  • Operating income increased 228% to $46.8 million for the three months ended September 30, 2022, compared to $14.3 million in the three months ended September 30, 2021
  • Operating income increased 89% to $61.7 million for the nine months ended September 30, 2022, compared to $32.6 million in the nine months ended September 30, 2021
  • EBITDA increased 143% to $59.6 million for the three months ended September 30, 2022, compared to $24.6 million in the three months ended September 30, 2021
  • EBITDA increased 44% to $96.2 million for the nine months ended September 30, 2022, compared to $66.6 million in the nine months ended September 30, 2021
  • Gross profit margin of 19% for the three months ended September 30, 2022, compared to 9% in the quarter ended September 30, 2021
  • Gross profit margin of 12% for the nine months ended September 30, 2022, compared to 8% in the nine months ended September 30, 2021
  • Backlog increased to $2.37 billion as of September 30, 2022, from $1.98 billion as of June 30, 2022
  • Record new awards of $1.6 billion, year to date through the date of this press release, an increase of approximately 154% compared to the same period in the prior year. Approximately $900 million of these awards were included in backlog as of September 30, 2022

Frank Renda, Southland’s CEO said, “We are extremely pleased with our third quarter results and our team’s execution throughout North America. Revenue increased 6% compared to the same quarter last year, which was driven by an increase in new project starts in the quarter. We achieved record EBITDA in the quarter and our gross profit margin expanded from 8% to 12% through the first nine months of the year compared to the first nine months of last year. We continue to see an improved bidding environment and a robust project pipeline. We have been awarded $1.6 billion of new work through today’s date for the year, which is an increase of 154% compared to new awards through the same date in the prior year. Backlog increased to $2.37 billion at the end of the quarter compared to $1.98 billion last quarter as a result of strong awards.”

“As we get closer to the consummation of our merger with Legato, our strong financial performance, recent project awards, and future opportunities continue to demonstrate the positive outlook we see for Southland,” Mr. Renda continued. “The tailwinds of needed investment in critical infrastructure across the geographies we serve remain at an all-time high. Our Transportation segment was recently awarded several bridge and lock projects and our Civil segment was awarded various water pipeline and water treatment projects across the country. We look forward to not only what these projects will do for our customers, but their ability to deliver value to our shareholders.”

2022 Third Quarter Results

Condensed Consolidated Statements of Operations (unaudited)

             
    Three Months Ended
(Amounts in thousands)   September 30, 2022   September 30, 2021
Revenue   $ 335,125     $ 315,411  
Cost of construction     272,715       285,985  
Gross profit     62,410       29,426  
Selling, general, and administrative expenses     15,606       15,151  
Operating income     46,804       14,275  
(Loss) gain on investments, net     (100 )     475  
Other expense (income), net     2,292       659  
Interest expense     (2,285 )     (1,579 )
Earnings before income taxes     46,711       13,830  
Income tax expense     10,588       2,393  
Net income     36,123       11,437  
Net income attributable to noncontrolling interests     924       2,476  
Net income attributable to Southland Holdings   $ 35,199     $ 8,961  

Revenue for the three months ended September 30, 2022, was $335.1 million, an increase of $19.7 million, or 6%, compared to the three months ended September 30, 2021.

Gross profit for the three months ended September 30, 2022 was $62.4 million, an increase of $33.0 million, or 112%, compared to the three months ended September 30, 2021. Our gross profit margin increased from 9% to 19% for the three months ended September 30, 2022 compared to the three months ended September 30, 2021.

Selling, general, and administrative costs for the three months ended September 30, 2022 were $15.6 million, an increase of $0.5 million, or 3%, compared to the three months ended September 30, 2021.

Condensed Consolidated Statements of Operations (unaudited)

               
    Nine Months Ended  
(Amounts in thousands)   September 30, 2022   September 30, 2021  
Revenue   $ 866,627     $ 915,560    
Cost of construction     761,549       840,950    
Gross profit     105,078       74,610    
Selling, general, and administrative expenses     43,395       42,021    
Operating income     61,683       32,589    
(Loss) gain on investments, net     (79 )     752    
Other expense (income), net     936       1,570    
Interest expense     (6,317 )     (5,321 )  
Earnings before income taxes     56,223       29,590    
Income tax expense     13,745       2,215    
Net income     42,478       27,375    
Net income attributable to noncontrolling interests     1,474       3,489    
Net income attributable to Southland Holdings   $ 41,004     $ 23,886    

Revenue for the nine months ended September 30, 2022 was $866.6 million, a decrease of $48.9 million, or 5%, compared to the nine months ended September 30, 2021.

Gross profit for the nine months ended September 30, 2022, was $105.1 million, an increase of $30.5 million, or 41%, compared to the nine months ended September 30, 2021. Our gross profit margin increased from 8% to 12% for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021.

Selling, general, and administrative costs for the nine months ended September 30, 2022 were $43.4 million, an increase of $1.4 million, or 3%, compared to the nine months ended September 30, 2021. Selling, general, and administrative costs as a percent of revenue were 5% for the nine months ended September 30, 2022 compared to 4.6% for the nine months ended September 30, 2021.

Segment Revenue

                       
    Three Months Ended  
(Amounts in thousands)   September 30, 2022   September 30, 2021  
        % of Total       % of Total  
Segment   Revenue   Revenue   Revenue   Revenue  
Civil   $ 71,409   21.3 % $ 112,161   35.6 %
Transportation     263,716   78.7 %   203,250   64.4 %
Total revenue   $ 335,125   100.0 % $ 315,411   100.0 %
                       
    Nine Months Ended  
(Amounts in thousands)   September 30, 2022   September 30, 2021  
          %of Total          % of Total  
Segment   Revenue   Revenue   Revenue   Revenue  
Civil   $ 221,303   25.5 % $ 293,282   32.0 %
Transportation     645,324   74.5 %   622,278   68.0 %
Total revenue   $ 866,627   100.0 % $ 915,560   100.0 %

Segment Gross Profit

                       
    Three Months Ended  
(Amounts in thousands)   September 30, 2022   September 30, 2021  
          % of Segment         %of Segment   
Segment   Gross Profit   Revenue   Gross Profit   Revenue  
Civil   $ 8,926   12.5 % $ 33,822     30.2   %
Transportation     53,484   20.3 %   (4,396 )   (2.2 ) %
Gross profit   $ 62,410   18.6 % $ 29,426     9.3   %
                       
    Nine Months Ended  
(Amounts in thousands)   September 30, 2022   September 30, 2021  
        %of Segment          %of Segment   
Segment   Gross Profit   Revenue   Gross Profit   Revenue  
Civil   $ 28,315   12.8 % $ 42,713   14.6 %
Transportation     76,763   11.9 %   31,897   5.1 %
Gross profit   $ 105,078   12.1 % $ 74,610   8.1 %

EBITDA Reconciliation

                         
    Three Months Ended   Nine Months Ended
(Amounts in thousands)   September 30, 2022   September 30, 2021   September 30, 2022   September 30, 2021
Net income   $ 35,199     $ 8,961     $ 41,004     $ 23,886  
Depreciation and amortization     11,523       11,675       35,163       35,251  
Income taxes     10,587       2,393       13,745       2,215  
Interest expense     2,285       1,579       6,317       5,321  
Interest income     (18 )     (44 )     (29 )     (64 )
EBITDA   $ 59,576     $ 24,564     $ 96,200     $ 66,609  

Backlog

       
(Amounts in thousands)   Backlog
Balance December 31, 2021   $ 2,218,573  
New contracts, change orders, and adjustments     1,018,825  
Gross backlog     3,237,398  
Less: contract revenue recognized in 2022     (866,977 )
Balance September 30, 2022   $ 2,370,421  

Condensed Consolidated Balance Sheets (unaudited)

             
    As of
(Amounts in thousands)   September 30, 2022   December 31, 2021
Cash and cash equivalents   $ 43,306     $ 63,342  
Restricted cash     14,218       47,900  
Accounts receivable, net     148,125       126,702  
Retainage receivables     116,122       110,971  
Contract assets     447,549       374,624  
Other current assets     23,976       22,977  
Total current assets     793,296       746,516  
             
Property and equipment, net     126,893       156,031  
Right-of-use assets     14,636       15,816  
Investments - unconsolidated entities     110,395       103,610  
Investments - limited liability companies     2,590       1,926  
Investments - private equity     3,345       3,925  
Goodwill     1,528       1,528  
Intangible assets, net     2,470       3,215  
Other noncurrent assets     3,626       3,186  
Total noncurrent assets     265,483       289,237  
Total assets     1,058,779       1,035,753  
             
Accounts payable   $ 132,806     $ 146,455  
Retainage payable     34,533       32,706  
Accrued liabilities     124,371       115,057  
Current portion of long-term debt     44,678       41,333  
Short-term lease liabilities     16,444       20,048  
Contract liabilities     81,930       111,286  
Total current liabilities     434,762       466,885  
             
Long-term debt     219,713       195,597  
Long-term lease liabilities     9,750       13,496  
Deferred tax liabilities     5,601       5,962  
Other noncurrent liabilities     48,579       51,462  
Total long-term liabilities     283,643       266,517  
Total liabilities     718,405       733,402  
             
Noncontrolling Interest     10,155       11,057  
Members’ capital     308,422       267,831  
Preferred stock     24,400       24,400  
Accumulated other comprehensive income     (2,603 )     (937 )
Total equity     340,374       302,351  
Total liabilities and equity   $ 1,058,779     $ 1,035,753  

Condensed Consolidated Statement of Cash Flows (unaudited)

               
    Nine Months Ended  
(Amounts in thousands)   September 30, 2022   September 30, 2021  
Cash flows from operating activities:              
Net income   $ 42,478     $ 27,375    
Adjustments to reconcile net income to net cash used in operating activities              
Depreciation and amortization     35,163       35,251    
Deferred taxes     (440 )     (77 )  
Gain on sale of assets     (1,343 )     (4,225 )  
Earnings from equity method investments     (7,346 )     (5,439 )  
Foreign currency remeasurement loss     746       108    
Gain on trading securities, net     (257 )     (1,285 )  
Increase in accounts receivable     (24,167 )     (46,111 )  
(Increase) decrease in contract assets     (72,703 )     25,677    
(Increase) decrease in prepaid expenses and other current assets     (1,001 )     5,839    
Decrease in ROU assets     930       3,621    
(Decrease) increase in accounts payable, accrued expenses, and other current liabilities     (6,997 )     23,469    
Decrease in contract liabilities     (29,591 )     (126,297 )  
Decrease in operating lease liabilities     (1,206 )     (3,663 )  
Other     (5,202 )     173    
Net cash used in operating activities     (70,936 )     (65,584 )  
               
Cash flows from investing activities:              
Purchase of property and equipment     (4,384 )     (16,104 )  
Proceeds from sale of property and equipment     3,897       10,066    
Loss on investment in limited liability company     336       248    
Proceeds from the sale of trading securities     840          
Purchase of interest of other investments           (150 )  
Capital contribution to unconsolidated investments     (1,000 )     (835 )  
Net cash used in investing activities     (311 )     (6,775 )  
               
Cash flows from financing activities:              
Borrowings on line of credit     55,000       41,000    
Payments on line of credit           (72,000 )  
Borrowings on notes payable     115       204,819    
Payments on notes payable     (31,161 )     (141,785 )  
Payments of deferred financing costs           412    
Payments to related parties     (405 )     (674 )  
Advances from related parties           1,225    
Payments on capital lease     (6,298 )     (3,585 )  
Capital contributions from noncontrolling members           926    
Distributions     (1,556 )     (573 )  
Preferred stock dividends           (97 )  
Net cash provided by financing activities     15,695       29,668    
               
Effect of exchange rate on cash     1,834       (1,769 )  
               
Net decrease in cash and cash equivalents and restricted cash     (53,718 )     (44,460 )  
Beginning of period     111,242       180,396    
End of period   $ 57,524     $ 135,936    
               
Supplemental cash flow information              
Cash paid for income taxes   $ 6,153     $ 13,882    
Cash paid for interest   $ 6,464     $ 5,538    
Non-cash investing and financing activities:              
Lease assets obtained in exchange for new leases   $ 12,537     $ 10,296    

About Southland

Southland is a leading provider of specialized infrastructure construction services across North America including bridges, tunneling, transportation and facilities, marine, steel structures, water and wastewater treatment, and water pipeline end markets. 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. Southland is headquartered in Grapevine, Texas.

On May 25th, 2022, Southland entered into an Agreement and Plan of Merger (the “Agreement”) with publicly-traded Legato Merger Corp. II, a special purpose acquisition company (NASDAQ: LGTO, LGTOU, and LGTOW) (“Legato”). Pursuant to the terms of the Agreement, a subsidiary of Legato will merge with and into Southland, with Southland surviving the merger as a wholly-owned subsidiary of Legato. The existing Southland management team will remain in place upon the closing of the merger. At such time, Legato’s name is expected to change to Southland Holdings, Inc.

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”) 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 believes that these non-GAAP financial measures provide an additional tool for investors to use in evaluating ongoing operating results and trends, and in comparing Southland’s financial measures with those of other similar companies. 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. The non-GAAP measures may also be presented differently in the SEC filings by Legato due to SEC rules.

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 GallardaEVP, Chief Financial Officercgallarda@southlandholdings.com

Alex MurrayCorporate Development & Investor Relationsamurray@southlandholdings.com

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