Southland Holdings, Inc. (SLND) Earnings Call Transcript

Good morning. My name is Dara, and I'll be your conference operator today. At this time, I would like to welcome everyone to the Southland Second Quarter 2026 Earnings Conference Call. [Operator Instructions] Alex, you may begin your conference.

Good morning, everyone, and welcome to the Southland Second Quarter 2026 Conference Call. This is Alex Murray, Vice President of Corporate Development and Investor Relations. Joining me today are Frankie Renda, President and Chief Executive Officer; and Keith Bassano, 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 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 our Form 10-K for the year ended December 31, 2025, that was filed with the SEC on March 26, 2026, and the discussion in our Form 10-Q for the quarter ended June 30, 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 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 Second Quarter 2026 Conference Call. I will provide an overview of the series of agreements we entered into with our sureties. I will then review our quarterly results, including the legacy dispute adjustments recorded during the quarter, 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. As you know, our sureties have been providing support both through direct funding and by acquiring our term loan facility. We formalized that ongoing commitment into a financial assistance agreement and a second amendment to our term loan facility. Together, these agreements give us the runway we need to complete our bonded work while putting the company in a much more sustainable capital structure. The financial assistance agreement governs the term on which our sureties have provided and will continue to provide financing with respect to our bonded construction projects. As part of this agreement, the terms depend on whether certain sureties are providing go-forward bonding or not. Any surety that is party to the financial assistance agreement that has provided bonds to us after the retroactive effective date and is expected to continue to issue bonds to us is considered a bonding surety. Financing provided by those sureties is referred to as bonding surety financing. Bonding surety financing bears interest at 4% per annum with accrued interest capitalized and added to principal each year. As of June 30, 2026, total bonding surety financing was approximately $59 million. Sureties providing financing that are not providing go-forward bonding are considered nonbonding sureties, and their funding is referred to as nonbonding financing. As of June 30, 2026, total nonbonding financing was approximately $151 million. The agreement documents the terms of our nonbonding financing arrangements with our nonbonding sureties, including the future conversion of certain nonbonding financing into senior nonvoting preferred shares in accordance with the preferred share term sheet attached to the agreement. Under the agreement, each applicable surety panel has determined the expected loss for the nonbonding financing expected to fund that panel's outstanding bonded projects through completion. The preferred shares term sheet contemplates that the amount initially converted into preferred shares equals the lesser of the nonbonding financing provided as of June 30, 2026, or 50% of that panel's expected loss. Based on nonbinding financing as of June 30, we expect to convert and issue approximately $151 million of preferred shares allocated among the sureties based on their respective participation on the applicable panel. These preferred shares carry a stated value of $1,000 per share with a liquidation preference equal to that stated value. They rank senior to any other class or series of our equity, have a perpetual maturity and are not convertible into any other securities of the company. We're required to issue them no later than September 30 of this year, and they can't be primed by any other equity without the applicable surety panel's consent. The preferred shares will be adjusted upward or downward based on actual loss once the applicable surety's projects are completed with the final preferred share amount limited to 50% of that actual loss. And to the extent the amount initially issued exceeds 50% of the actual loss, that excess converts back to unsecured indebtedness. So the aggregate preferred shares outstanding equals 50% of actual loss at completion. The remaining portion of the nonbonding financing for which preferred shares are not issued will constitute unsecured indebtedness will bear no interest and will not be subject to mandatory amortization payments other than certain net cash flows from claims and 5% of annual operating cash flow. At time of substantial completion of surety's bonded projects, provided that we are not in default at the applicable time, each surety will forgive the portion of its nonbonding financing that is unsecured indebtedness if its bonded projects achieve substantial completion or all project dispositions with respect to such projects are consummated within 20% of the applicable expected loss amount. As part of the agreement, we also reached terms on an amendment to our senior credit facility. So long as we remain in compliance with the facility, the amendment sets the interest rate at a fixed 4% with accrued interest capitalized and added to principal and suspends both the scheduled principal payments and the early termination premium. If that relief were to end early, the original interest rate would apply retroactively. Together, this represents approximately $27 million of cash debt service relief over the next 12 months. During the second quarter, our surety partners advanced approximately $71 million to support active bonded projects, bringing total surety advances to $210 million, exclusive of the Washington State Convention Center. Their continued support reflects confidence in both our plan and execution strategy. Turning to this quarter's results. Second quarter revenue was $113 million, inclusive of a revenue reversal of approximately $102 million from noncash adjustments related to legacy dispute negotiations and resolutions. Gross loss for the quarter was $71 million, primarily driven by the unfavorable adjustment from legacy disputes, which impacted gross loss by approximately $94 million. We continue to actively pursue all avenues to collect the amounts owed to us and expect to make progress throughout the remainder of 2026 in resolving these matters and converting them into cash. Our legacy portfolio also continues to shrink. We are down to $46 million of material and paving backlog and $35 million of non-M&T legacy backlog remaining. The market backdrop across our core end markets also remains strong. Federal, state and local infrastructure funding continues to translate into active procurement for water, bridge, marine and tunnel work. Moving along to backlog. We finished the quarter with $1.68 billion of backlog, down from $2.03 billion at year-end. With the financing agreement now in place, we expect bonding support and bidding activity to continue increasing. We expect the combination of improving financial flexibility, a shrinking legacy portfolio and strong market demand positions us well to convert upcoming opportunities into awards over the coming months. This is evident in the recently announced Phase 3 Winnipeg North End Sewage Treatment Plant award which we secured alongside our partners, Aecon and MWH, representing approximately $190 million in contract value for Southland. Active pursuits in our pipeline include additional packages at the Winnipeg North End sewage treatment plant, the Claiborne Pell Bridge rehabilitation in Rhode Island, the I-10 Calcasieu approach bridges in Louisiana, the MoDOT Liberty Bend Bridge design build in Missouri, the Bermuda Swing Bridge replacement, the MTA Bronx-Whitestone Bridge rehabilitation in New York, the Outerbridge Crossing repairs for the Port Authority and multiple tunnel marine and bridge opportunities across our core markets. In summary, we have reached final agreement on a central element of 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 the broader financing agreement is now in place. With that, I'll now turn the call over to Keith for a financial update.

Thank you, Frank, and good morning, everyone. I will discuss an overview of our financial performance during the second 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 second quarter was $113.3 million compared to $215.4 million in the same period in 2025. Gross loss in the quarter was $71.2 million compared to gross profit of $13 million in the second quarter of 2025. This was driven by unfavorable adjustments related to claims across several legacy projects. During the 3 months ended June 30, 2026, we performed a comprehensive reassessment of expected recoverability of claims on several projects, including substantially completed projects in light of recent developments and updated information available regarding the timing and the amount of potential recoveries. As a result of this reassessment, we reduced the estimated value of certain claims and recorded a cumulative catch-up adjustment that negatively impacted revenue and gross profit for the quarter of $102.3 million and $93.6 million, respectively. While the company continues to pursue recovery of amounts it believes are contractually due, the timing and the ultimate resolution of these matters remains uncertain. These adjustments reflect the derecognition of claim positions on work that is already constructed. Our contract assets balance declined to $272.3 million at the quarter end from $389.4 million at year-end. The vast majority of that balance relates to legacy projects where construction activities are already completed. Selling, general and administrative expenses in the second quarter were $16.7 million, an increase of $3.1 million or 23.1% compared to the same period in 2025. The increase was primarily driven by a $3.2 million increase in bad debt expense associated with legacy adjustments, partially offset by lower compensation expense. Selling, general and administrative expense in the second quarter included $1.2 million of business transformation expense. Interest expense for the quarter totaled $7.3 million, a decrease of $2.7 million or 26.5% compared to the same period in 2025, primarily due to lower total debt outstanding. Cash interest in the quarter was $4 million compared to $8.5 million in the first quarter, the difference primarily attributable to the suspended interest service on our senior term loan. Other income was $6.4 million compared to $0.6 million in the prior year period, primarily driven by gains on asset sales. These gains are the result of progress made toward an initiative under our strategic plan to monetize noncore assets and reduce our debt. We recorded an income tax benefit of approximately $1.6 million for the quarter compared to a $61,000 benefit in the same period last year. Our effective tax rate for the quarter was approximately 2%. As we discussed on our last call, we recorded a valuation allowance against our domestic deferred tax assets in the third quarter of 2025, which now stands at approximately $147 million as of the second quarter of 2026. As a reminder, that valuation allowance does not limit our ability to use those deferred tax assets in the future. Net loss attributable to Southland stockholders in the second quarter was $84.3 million or a loss of $1.55 per diluted share compared to a net loss of $10.3 million or a loss of $0.19 per diluted share in the second quarter of 2025. EBITDA in the second quarter was negative $73.4 million compared to a positive $4.2 million in the second quarter of 2025. As I mentioned earlier, this quarter's EBITDA was largely impacted by noncash unfavorable adjustments of $93.6 million related to our comprehensive reassessment of recoverability of claims. Now to touch on segment performance for the quarter. Our Civil segment had revenue of $41 million compared to $81.5 million in the same period in 2025. Civil had a gross loss of $27.1 million compared to a gross profit of $14.3 million in the prior year period. Our Transportation segment had revenue of $72.3 million compared to $133.9 million in the same period in 2025. Transportation had a gross loss of $44.2 million compared to a gross loss of $1.3 million in the same period in the prior year. The Materials & Paving business line contributed $11.7 million in the revenue and a gross loss of $16.3 million in the second quarter compared to a revenue of $21.7 million and a gross loss of $3.8 million in the same period in 2025. M&P now represents approximately 3% of total backlog. We finished the quarter with approximately $1.68 billion of backlog, of which we expect to recognize approximately 38% as revenue over the next 12 months. During the quarter, our surety partners advanced approximately $70.6 million under our general indemnity agreements to support ongoing project performance, bringing total advances under those agreements to $209.8 million, excluding the Washington State Convention Center. Including amounts funded in connection with the Washington State Convention Center judgment, total surety payables were $298.9 million at quarter end. Repayment of these amounts is not required prior to at least August 13, 2027. Repayment terms regarding the Washington State Convention Center are still being negotiated. As Frank noted, we also reached terms on a second amendment to our senior credit facility. The amendment sets the interest rate at a fixed 4% and defers payment of that interest, so it is capitalized as payment in kind interest and added to principal rather than paid in cash. The credit amendment suspends the scheduled quarterly amortization payments and the early termination premium and it eliminates certain early maturity triggers tied to our other indebtedness. The facility continues to mature in September of 2028. The amendment also removes our financial covenants on a going-forward basis. Our facility previously required us to maintain liquidity of at least $20 million at all times and tested a minimum EBITDA covenant in defined circumstances. As amended, those requirements apply only to periods prior to March of this year. While we are encouraged to finalize these agreements, our focus remains on closing out our legacy work, improving the balance sheet through asset monetization and the surety partnership and executing on our core business. I'll now return the call back to the operator for questions.

[Operator Instructions] Your first question comes from Julio Romero with Sidoti & Company, LLC.

So congratulations on completing the financial assistance agreement and the second amendment. Now that those are executed, could you maybe help investors understand kind of what changes for Southland from here from a go-forward liquidity basis, whether you anticipate needing additional surety funding beyond what's being provided? And what this all means for bonding capacity on new work going forward?

Yes. So let me -- this is Keith here. Let me start off with liquidity. So what this agreement does for the company is provides the liquidity that we need to execute on our bonded work. The sureties have been extremely supportive. And you saw that even further this quarter with an additional $70 million of bonding support or rather than surety payable support to help support the bonded work. We've seen consistent support from the sureties, and this agreement formalizes that support.

On the bonding front, Julio, we spent the first half of the year bidding with constrained bonding support as we work through the deal. Now that the deal is finalized, we expect a comprehensive bonding program that supports the long-term plan. The Winnipeg North end award we announced in July is approximately $190 million of contract value that's going to be included in Q3 awards, and we expect bidding to pick up now that the deal is finalized.

Excellent. And then for my follow-up here is just on the preferred shares you expect to issue $151 million, how should common shareholders kind of think about that? Is that going to be permanent in the capital structure? Is that a temporary kind of stabilization tool that you expect to redeem? Just help frame that for the common shareholder, if you could.

Yes. So these are perpetual shares. We will negotiate optional redemption terms. However, that's under negotiation at this time. And these are nonconvertible.

Your next question comes from Christian Schwab with Craig-Hallum Capital Group.

It's Ben Taxdahl on for Christian Schwab here. I just had one question on the legacy dispute adjustments and specifically on a go-forward basis. Do you guys internally have like an idea of when the adjustments will be over and kind of business will get back to normal business, I guess, simply?

Yes. So during the quarter, again, these were the result of a comprehensive reassessment of expected recoverability on our claims in the portfolio of projects. Entering into these agreements was critical for the company and critical for the business. We now have additional stakeholders in the claim recoveries as a result. We performed this reassessment, and we'll continue to evaluate claims on a quarterly basis. But we view this as a onetime adjustment in the quarter.

There are no further questions at this time. We'll take another question from Julio Romero.