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FALSE000087423800008742382024-02-262024-02-26

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): February 26, 2024

Sterling Infra Inc Logo_4C.jpg
STERLING INFRASTRUCTURE, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-31993 25-1655321
(State or other jurisdiction of incorporation
or organization)
(Commission File Number) (I.R.S. Employer
Identification No.)
   
1800 Hughes Landing Blvd.
The Woodlands, Texas
 
77380
(Address of principal executive offices) (Zip Code)
   
Registrant’s telephone number, including area code:  (281) 214-0777
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.01 par value per share STRL The NASDAQ Stock Market LLC
(Title of Class) (Trading Symbol) (Name of each exchange on which registered)
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:
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 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 February 26, 2024, Sterling Infrastructure, Inc. (the “Company”) issued a press release announcing financial results for the three and twelve months ended December 31, 2023 and providing full year 2024 guidance. The press release is being furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
 
The information provided in this Item 2.02 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act, nor shall it be incorporated by reference in any filing made by the Company pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.
Item 7.01     Regulation FD Disclosure.
On February 27, 2024, the Company will host a conference call to discuss the fourth quarter and full year 2023 results as well as corporate developments. The slides to be used during the conference call are being furnished with this Current Report on Form 8-K as Exhibit 99.2 and are incorporated herein by reference.

The information provided in this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act, nor shall it be incorporated by reference in any filing made by the Company pursuant to the Exchange Act or the Securities Act, other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.

Item 9.01     Financial Statements and Exhibits.
(d)    Exhibits
Exhibit Number Description
99.1
99.2
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES
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.
  STERLING INFRASTRUCTURE, INC.
     
Date: February 26, 2024 By: /s/ Ronald A. Ballschmiede
    Ronald A. Ballschmiede
    Chief Financial Officer




EX-99.1 2 a20240226ex991earningsrele.htm EX-99.1 Document

Exhibit 99.1

sterlinginfrainclogo_4c.jpg
NEWS RELEASE
For Immediate Release:
February 26, 2024
Sterling Reports Record Fourth Quarter and Full Year 2023 Results
Provides 2024 Full Year Guidance
THE WOODLANDS, TX – February 26, 2024 – Sterling Infrastructure, Inc. (NasdaqGS: STRL) (“Sterling” or the “Company”) today announced financial results for the fourth quarter and full year 2023 and provided full year 2024 guidance.
The financial information herein is from continuing operations and comparisons are to the prior year quarter, unless otherwise noted.
Fourth Quarter 2023 Results
•Revenues of $486.0 million, an increase of 8%
•Gross margin of 18.9%, an increase from 15.4%
•Net Income of $40.2 million, or $1.28 per diluted share, an increase of 99% and 94%, respectively
•Adjusted Net Income(1) of $40.7 million, or $1.30 per diluted share, and increase of 99% and 94%, respectively
•EBITDA(1) of $68.4 million, an increase of 37%
•Adjusted EBITDA(1) of $68.9 million, an increase of 37%
•Cash flows from operations totaled $478.6 million for the twelve months ended December 31, 2023
•Cash and Cash Equivalents totaled $471.6 million at December 31, 2023
•Backlog at December 31, 2023 was $2.07 billion, an increase of 46% over December 31, 2022
•Combined backlog(2) at December 31, 2023 was $2.37 billion, an increase of 40% over December 31, 2022

For the full year ended December 31, 2023, revenue increased by 11.5% over 2022. The Company reported net income of $138.7 million, or $4.44 per diluted share in 2023, versus $96.7 million, or $3.16 per diluted share, in 2022. Adjusted net income(1) was $139.5 million, or $4.47 per diluted share in 2023, versus $97.5 million, or $3.19 per diluted share, in 2022. EBITDA(1) increased 24% to $259.0 million in 2023, versus $208.7 million in 2022. Adjusted EBITDA(1) increased 24% to $259.9 million in 2023, versus $209.5 million in 2022.
CEO Remarks and Outlook
“2023 was another record year for Sterling as we grew our adjusted net income by 43% to deliver adjusted diluted EPS of $4.47, which was above the high end of our previously guided range,” stated Joe Cutillo, Sterling’s Chief Executive Officer. “For the fourth quarter, we delivered adjusted diluted EPS of $1.30, a 94% increase from the corresponding period last year. Our gross margins expanded 350 basis points to 18.9%, reflecting the benefits of project selectivity and mix. We closed the year with backlog of over $2 billion, a 46% increase from year-end 2022 levels, supporting our expectation for continued momentum in 2024. Cash flow from operations for the year was outstanding at $479 million. We remain extremely well positioned to grow the business through both organic initiatives and acquisitions.”
“The drivers of multi-year profitability growth across each of our business segments remain strong. In our E-Infrastructure Solutions business, we are seeing strength in data center and large manufacturing activity, particularly in the Southeast. The Northeastern market continues to see softness related to the slowdown in the e-commerce and small warehouse markets. Fourth quarter E-Infrastructure operating margins expanded 520 basis points and operating income grew 26%,
(1) See the “Non-GAAP Measures”, “Adjusted Net Income From Continuing Operations Reconciliation”, and “EBITDA From Continuing Operations Reconciliation” sections below for more information.
(2) Combined Backlog includes Unsigned Awards of $303.2 million and $275.0 million at December 31, 2023 and December 31, 2022, respectively.


driven by a shift toward large, mission critical projects. E-Infrastructure Solutions backlog at year end was up 35%, supporting our expectation for high single to low double-digit revenue growth in 2024. Transportation Solutions had another excellent quarter, with revenue growth of 39% and operating margin expansion of 300 basis points. We are seeing broad-based demand across our Transportation Solutions footprint and end markets and anticipate continued strength in 2024. Building Solutions revenue grew 24% in the fourth quarter, including $16.6 million from acquisitions. Our residential markets remained strong, up 25% on an organic basis, however, the commercial market declined 27%. This had a favorable mix impact on segment margins, contributing to 100 basis points of expansion and operating income growth of 35%,” continued Mr. Cutillo.
“We believe 2024 will be another year of bottom line growth well in excess of our top line growth. Our strong backlog position, visibility into future opportunities, and laser focus on maximizing returns give us confidence in our ability to deliver on our guidance for the year,” Mr. Cutillo concluded.
Full Year 2024 Guidance
•Revenue of $2.125 billion to $2.215 billion
•Net Income of $155 million to $165 million
•Diluted EPS of $4.85 to $5.15
•EBITDA(1) of $285 million to $300 million
Conference Call
Sterling’s management will hold a conference call to discuss these results and recent corporate developments on Tuesday, February 27, 2024 at 9:00 a.m. ET/8:00 a.m. CT. Interested parties may participate in the call by dialing (800) 836-8184. Please call in 10 minutes before the conference call is scheduled to begin and ask for the Sterling Infrastructure call. To coincide with the conference call, Sterling will post a slide presentation at www.strlco.com on the Events & Presentations section of the Investor Relations tab. Following management’s opening remarks, there will be a question and answer session.
To listen to a simultaneous webcast of the call, please go to the Company’s website at www.strlco.com at least 15 minutes early to download and install any necessary audio software. If you are unable to listen live, the conference call webcast will be archived on the Company’s website for 30 days.
About Sterling
Sterling operates through a variety of subsidiaries within three segments specializing in E-Infrastructure, Transportation and Building Solutions in the United States, primarily across the Southern, Northeastern, Mid-Atlantic and Rocky Mountain regions and the Pacific Islands. E-Infrastructure Solutions provides advanced, large-scale site development services for manufacturing, data centers, e-commerce distribution centers, warehousing, power generation and more. Transportation Solutions includes infrastructure and rehabilitation projects for highways, roads, bridges, airports, ports, rail and storm drainage systems. Building Solutions includes residential and commercial concrete foundations for single-family and multi-family homes, parking structures, elevated slabs, other concrete work, and plumbing services for new single-family residential builds. From strategy to operations, we are committed to sustainability by operating responsibly to safeguard and improve society’s quality of life. Caring for our people and our communities, our customers and our investors – that is The Sterling Way.
Joe Cutillo, CEO, “We build and service the infrastructure that enables our economy to run,
our people to move and our country to grow.”

(1) See the “Non-GAAP Measures” and “EBITDA Guidance Reconciliation” sections below for more information.



Important Information for Investors and Stockholders
Non-GAAP Measures
This press release contains “Non-GAAP” financial measures as defined under Regulation G of the amended U.S. Securities Exchange Act of 1934. The Company reports financial results in accordance with U.S. generally accepted accounting principles (“GAAP”), but the Company believes that certain Non-GAAP financial measures provide useful supplemental information to investors regarding the underlying business trends and performance of the Company’s ongoing operations and are useful for period-over-period comparisons of those operations.
Non-GAAP measures may include adjusted net income, adjusted EPS, EBITDA and adjusted EBITDA, in each case excluding the impacts of certain identified items. The excluded items represent items that the Company does not consider to be representative of its normal operations. The Company believes that these measures are useful for investors to review, because they provide a consistent measure of the underlying financial results of the Company’s ongoing business and, in the Company’s view, allow for a supplemental comparison against historical results and expectations for future performance. Furthermore, the Company uses each of these to measure the performance of the Company’s operations for budgeting and forecasting, as well as for determining employee incentive compensation. However, Non-GAAP measures should not be considered as substitutes for net income, EPS, or other data prepared and reported in accordance with GAAP and should be viewed in addition to the Company’s reported results prepared in accordance with GAAP.
Reconciliations of Non-GAAP financial measures to the most comparable GAAP measures are provided in the tables included within this press release.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains statements that are considered forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which may include statements about: our business strategy; our financial strategy; our industry outlook; our guidance; our expected margin growth; and our plans, objectives, expectations, forecasts, outlook and intentions. All of these types of statements, other than statements of historical fact included in this press release, are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “guidance,” “continue,” the negative of such terms or other comparable terminology. The forward-looking statements contained in this press release are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this press release are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors listed in the “Risk Factors” section in our filings with the U.S. Securities and Exchange Commission and elsewhere in those filings. Additional factors or risks that we currently deem immaterial, that are not presently known to us or that arise in the future could also cause our actual results to differ materially from our expected results. Given these uncertainties, investors are cautioned that many of the assumptions upon which our forward-looking statements are based are likely to change after the date the forward-looking statements are made. The forward-looking statements speak only as of the date made, and we undertake no obligation to publicly update or revise any forward-looking statements for any reason, whether as a result of new information, future events or developments, changed circumstances, or otherwise, notwithstanding any changes in our assumptions, changes in business plans, actual experience or other changes. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.
Company Contact:
Sterling Infrastructure, Inc.
Noelle Dilts, VP IR and Corporate Strategy
281-214-0795



STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)

Three Months Ended December 31, Twelve Months Ended December 31,
2023 2022 2023 2022
Continuing Operations:
Revenues $ 485,978  $ 448,607  $ 1,972,229  $ 1,769,436 
Cost of revenues (394,223) (379,641) (1,634,591) (1,494,869)
Gross profit 91,755  68,966  337,638  274,567 
General and administrative expense (26,111) (23,104) (98,703) (86,480)
Intangible asset amortization (4,017) (3,509) (15,226) (14,100)
Acquisition related costs (521) (265) (873) (827)
Other operating expense, net (5,338) (5,045) (17,041) (13,290)
Operating income 55,768  37,043  205,795  159,870 
Interest income 5,813  684  14,140  885 
Interest expense (6,804) (6,329) (29,320) (20,591)
Income before income taxes 54,777  31,398  190,615  140,164 
Income tax expense (12,341) (10,741) (47,770) (41,707)
Net income, including noncontrolling interests 42,436  20,657  142,845  98,457 
Less: Net income attributable to noncontrolling interests (2,263) (424) (4,190) (1,740)
Net income from Continuing Operations $ 40,173  $ 20,233  $ 138,655  $ 96,717 
Discontinued Operations:
Pretax loss $ —  $ (1,561) $ —  $ (4,848)
Pretax gain on disposition —  16,687  —  16,687 
Income tax expense —  (3,634) —  (2,095)
Net income from Discontinued Operations $ —  $ 11,492  $ —  $ 9,744 
Net income attributable to Sterling common stockholders $ 40,173  $ 31,725  $ 138,655  $ 106,461 
Net income per share from Continuing Operations:
Basic $ 1.30  $ 0.67  $ 4.51  $ 3.20 
Diluted $ 1.28  $ 0.66  $ 4.44  $ 3.16 
Net loss per share from Discontinued Operations:
Basic $ —  $ 0.38  $ —  $ 0.32 
Diluted $ —  $ 0.37  $ —  $ 0.32 
Net income per share attributable to Sterling common stockholders:
Basic $ 1.30  $ 1.05  $ 4.51  $ 3.53 
Diluted $ 1.28  $ 1.03  $ 4.44  $ 3.48 
Weighted average common shares outstanding:
Basic 30,819 30,324 30,755 30,199
Diluted 31,334 30,739 31,208 30,564




STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
SEGMENT INFORMATION
(In thousands)
(Unaudited)

Three Months Ended December 31, Twelve Months Ended December 31,
Revenues 2023 % of Revenue 2022 % of Revenue 2023 % of Revenue 2022 % of Revenue
E-Infrastructure Solutions $ 217,472  45% $ 247,272  55% $ 937,408  48% $ 905,277  51%
Transportation Solutions 175,685  36% 126,545  28% 630,908  32% 542,550  31%
Building Solutions 92,821  19% 74,790  17% 403,913  20% 321,609  18%
Total Revenues $ 485,978  $ 448,607  $ 1,972,229  $ 1,769,436 
Operating Income
E-Infrastructure Solutions $ 37,616  17.3% $ 29,811  12.1% $ 140,997  15.0% $ 121,453  13.4%
Transportation Solutions 12,262  7.0% 5,070  4.0% 41,911  6.6% 26,623  4.9%
Building Solutions 11,164  12.0% 8,260  11.0% 46,193  11.4% 36,693  11.4%
Segment Operating Income 61,042  12.6% 43,141  9.6% 229,101  11.6% 184,769  10.4%
Corporate G&A Expense (4,753) (5,833) (22,433) (24,072)
Acquisition Related Costs (521) (265) (873) (827)
Total Operating Income $ 55,768  11.5% $ 37,043  8.3% $ 205,795  10.4% $ 159,870  9.0%



STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)

December 31, 2023 December 31,
2022
Assets
Current assets:
Cash and cash equivalents $ 471,563  $ 181,544 
Accounts receivable 252,435  262,646 
Contract assets 88,600  109,803 
Receivables from and equity in construction joint ventures 17,506  14,122 
Other current assets 17,875  29,139 
Total current assets 847,979  597,254 
Property and equipment, net 243,648  215,482 
Operating lease right-of-use assets, net 57,235  59,415 
Goodwill 281,117  262,692 
Other intangibles, net 328,397  299,123 
Other non-current assets, net 18,808  7,654 
Total assets $ 1,777,184  $ 1,441,620 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $ 145,968  $ 121,887 
Contract liabilities 444,160  239,297 
Current maturities of long-term debt 26,520  32,610 
Current portion of long-term lease obligations 19,641  19,715 
Accrued compensation 27,758  24,136 
Other current liabilities 14,121  8,966 
Total current liabilities 678,168  446,611 
Long-term debt 314,996  398,735 
Long-term lease obligations 37,722  40,103 
Members’ interest subject to mandatory redemption and undistributed earnings 29,108  21,597 
Deferred tax liability, net 76,764  51,659 
Other long-term liabilities 16,573  5,116 
Total liabilities 1,153,331  963,821 
Stockholders’ equity:
Common stock 309  306 
Additional paid in capital 293,570  287,914 
Retained earnings 325,034  186,379 
Total Sterling stockholders’ equity 618,913  474,599 
Noncontrolling interests 4,940  3,200 
Total stockholders’ equity 623,853  477,799 
Total liabilities and stockholders’ equity $ 1,777,184  $ 1,441,620 



STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

Years Ended December 31,
2023 2022
Cash flows from operating activities:
Net income $ 142,845  $ 108,201 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 57,403  52,066 
Amortization of debt issuance costs and non-cash interest 1,727  2,136 
Gain on disposal of property and equipment (5,286) (2,637)
Gain on debt extinguishment, net —  (2,428)
Gain on disposition of Myers —  (16,687)
Deferred taxes 14,746  36,492 
Stock-based compensation 14,622  12,726 
Change in fair value of interest rate swap —  (203)
Changes in operating assets and liabilities 252,527  29,450 
Net cash provided by operating activities 478,584  219,116 
Cash flows from investing activities:
Acquisitions, net of cash acquired (51,177) (18,004)
Disposition, net of cash disposed 14,000  (15,789)
Capital expenditures (64,379) (60,909)
Proceeds from sale of property and equipment 13,804  4,947 
Net cash used in investing activities (87,752) (89,755)
Cash flows from financing activities:
Cash received from credit facility 2,562  — 
Repayments of debt (93,491) (23,373)
Distributions to noncontrolling interest owners (2,450) — 
Withholding taxes paid on net share settlement of equity awards (9,567) (9,416)
Debt issuance costs (1,572) — 
Other (16) — 
Net cash used in financing activities (104,534) (32,789)
Net change in cash, cash equivalents, and restricted cash 286,298  96,572 
Cash, cash equivalents and restricted cash at beginning of period 185,265  88,693 
Cash, cash equivalents and restricted cash at end of period 471,563  185,265 
Less: restricted cash - Continuing Operations —  (3,721)
Cash and cash equivalents at end of period - Continuing Operations $ 471,563  $ 181,544 



STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
ADJUSTED NET INCOME FROM CONTINUING OPERATIONS RECONCILIATION
(In thousands)
(Unaudited)
  Three Months Ended December 31, Twelve Months Ended December 31,
  2023 2022 2023 2022
Net income from Continuing Operations $ 40,173  $ 20,233  $ 138,655  $ 96,717 
Acquisition related costs 521  265  873  827 
Adjusted net income from Continuing Operations (1)
$ 40,694  $ 20,498  $ 139,528  $ 97,544 
Net income per share from Continuing Operations:
Basic $ 1.30  $ 0.67  $ 4.51  $ 3.20 
Diluted $ 1.28  $ 0.66  $ 4.44  $ 3.16 
Adjusted net income per share from Continuing Operations:
Basic $ 1.32  $ 0.68  $ 4.54  $ 3.23 
Diluted $ 1.30  $ 0.67  $ 4.47  $ 3.19 
Weighted average common shares outstanding:
Basic 30,819 30,324 30,755 30,199
Diluted 31,334 30,739 31,208 30,564
(1) The Company defines adjusted net income from continuing operations as net income from continuing operations excluding the impact of acquisition related costs.



STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
EBITDA FROM CONTINUING OPERATIONS RECONCILIATION
(In thousands)
(Unaudited)
  Three Months Ended December 31, Twelve Months Ended December 31,
  2023 2022 2023 2022
Net income from Continuing Operations $ 40,173  $ 20,233  $ 138,655  $ 96,717 
Depreciation and amortization 14,874  13,253  57,403  50,575 
Interest expense, net of interest income 991  5,645  15,180  19,706 
Income tax expense 12,341  10,741  47,770  41,707 
EBITDA from Continuing Operations (1)
68,379  49,872  259,008  208,705 
Acquisition related costs 521  265  873  827 
Adjusted EBITDA from Continuing Operations (2)
$ 68,900  $ 50,137  $ 259,881  $ 209,532 
(1) The Company defines EBITDA from continuing operations as GAAP net income from continuing operations, adjusted for depreciation and amortization, net interest expense and taxes.
(2) The Company defines adjusted EBITDA from continuing operations as EBITDA from continuing operations excluding the impact of acquisition related costs.



STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
EBITDA GUIDANCE RECONCILIATION
(In millions)
(Unaudited)
  Full Year 2024 Guidance
  Low High
Net income attributable to Sterling common stockholders $ 155  $ 165 
Depreciation and amortization 62  64 
Interest expense, net of interest income
Income tax expense 63  65 
EBITDA (1)
$ 285  $ 300 
(1) The Company defines EBITDA as GAAP net income attributable to Sterling common stockholders, adjusted for depreciation and amortization, net interest expense, and taxes.

EX-99.2 3 q42023earningsreleaseppp.htm EX-99.2 q42023earningsreleaseppp
We build and service the infrastructure that enables our economy to run, our people to move, and our country to grow. Q4 2023 Earnings Call February 27, 2024


 
2Sterling | STRL: Fourth Quarter 2023 DISCLOSURE: Forward-Looking Statements This presentation contains, and the officers and directors of the Company may from time to time make, statements that are considered forward- looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which may include statements about: our business strategy; our financial strategy; our industry outlook; our guidance; our expected margin growth; and our plans, objectives, expectations, forecasts, outlook and intentions. All of these types of statements, other than statements of historical fact included in this presentation, are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” "guidance," “continue,” the negative of such terms or other comparable terminology. The forward-looking statements contained in this presentation are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this presentation are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors listed in the “Risk Factors” section in our filings with the U.S. Securities and Exchange Commission and elsewhere in those filings. Additional factors or risks that we currently deem immaterial, that are not presently known to us or that arise in the future could also cause our actual results to differ materially from our expected results. Given these uncertainties, investors are cautioned that many of the assumptions upon which our forward-looking statements are based are likely to change after the date the forward-looking statements are made. The forward- looking statements speak only as of the date made, and we undertake no obligation to publicly update or revise any forward-looking statements for any reason, whether as a result of new information, future events or developments, changed circumstances, or otherwise, notwithstanding any changes in our assumptions, changes in business plans, actual experience or other changes. These cautionary statements qualify all forward- looking statements attributable to us or persons acting on our behalf. This presentation may contain the financial measures: adjusted net income, EBITDA, adjusted EBITDA, and adjusted EPS, which are not calculated in accordance with U.S. GAAP. If presented, a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measure will be provided in the Appendix to this presentation.


 
E-Infrastructure Solutions + Fastest growing segment in revenue growth + Provides value-added solutions to blue-chip customers in all major East Coast markets + Develops advanced, large-scale site development services for manufacturing, data centers, e-commerce distribution centers, warehousing, power generation and more Building Solutions + Serves the Nation's Top Builders in the Nation's Top Housing Markets: Texas & Arizona + Residential and commercial concrete foundations for single-family and multi-family homes, parking structures, elevated slabs, other concrete work and plumbing services for new single- family residential builds Transportation Solutions + Enhanced business mix + Provides infrastructure solutions in the Rocky Mountain States and Texas + Infrastructure and rehabilitation projects for highways, roads, bridges, airports, ports, rail and storm drainage systems Sterling | STRL: Fourth Quarter 2023 3 WHO is Sterling? NASDAQ STRL Shares outstanding(2) 30.9M HQ The Woodlands, TX Market cap(2) $2.69B Employees ~3,000(1) Revenue(3) $2.17B Segments E-Infrastructure Solutions Building Solutions Transportation Solutions EBITDA(3) $293M Projects underway ~230(1) Total Backlog(1) $2.07B A market-leading infrastructure service provider of e-infrastructure, building and transportation solutions. A story of successful execution of a multi-year strategic business transformation; born of a vision that levers our entrepreneurial spirit. We offer a customer-centric, market-focused portfolio of goods and services geographically positioned in the right markets. (1) At December 31, 2023. (2) Shares outstanding and Market Cap as of February 23, 2024. (3) Full Year 2024 Revenue and EBITDA Mid-Point Guidance. *See EBITDA Reconciliation in the Appendix page 17.


 
Sterling | STRL: Fourth Quarter 2023 4 Strategic Transformation at a Glance


 
+ Fourth Quarter 2023 Results Sterling | STRL: Fourth Quarter 2023 5


 
Fourth Quarter and Full Year 2023 Results Highlights Continuing Operations + Revenues: $486.0 million and $1,972.2 million, respectively + Net Income: $40.2 million and $138.7 million, respectively + Diluted EPS: $1.28 and $4.44, respectively + EBITDA(1): $68.4 million and $259.0 million, respectively + Cash Flow from Operations(2): $147.4 million and $478.6 million, respectively + Cash & Cash Equivalents(2): $471.6 million + Backlog(2): $2.07 billion with 15.2% margin + Combined Backlog(3): $2.37 billion with 15.4% margin Sterling | STRL: Fourth Quarter 2023 6 (1) The Company defines EBITDA as GAAP net income from continuing operations, adjusted for depreciation and amortization, net interest expense and taxes. See EBITDA reconciliation on page 16. (2) Cash from operations, Cash & Cash Equivalents and Backlog are for and as of the year ended December 31, 2023. (3) Combined Backlog includes Unsigned Awards of $303 million at December 31, 2023.


 
Sterling | STRL: Fourth Quarter 2023 7 Quarterly Consolidated and Segment Results Continuing Operations ($ in millions) Q4 2023 Q4 2022 Revenues $ 486.0 $ 448.6 Gross Profit 91.8 69.0 G&A Expense (26.1) (23.1) Intangible Amortization (4.0) (3.5) Acquisition Related Costs (0.5) (0.3) Other Operating Expense, Net (5.3) (5.0) Operating Income 55.8 37.0 Interest, Net (1.0) (5.6) Income Tax Expense (12.3) (10.7) Less: Net Income Attributable to NCI (2.3) (0.4) Net income from Continuing Operations $ 40.2 $ 20.2 Diluted EPS $ 1.28 $ 0.66 EBITDA from Continuing Operations(1) $ 68.4 $ 49.9 ($ in millions) Q4 2023 Q4 2022 E-Infrastructure Solutions Revenue $ 217.5 $ 247.3 Operating Income $ 37.6 $ 29.8 Operating Margin 17.3 % 12.1 % Transportation Solutions Revenue $ 175.7 $ 126.5 Operating Income $ 12.3 $ 5.1 Operating Margin 7.0 % 4.0 % Building Solutions Revenue $ 92.8 $ 74.8 Operating Income $ 11.2 $ 8.3 Operating Margin 12.0 % 11.0 % (1) The Company defines EBITDA from continuing operations as GAAP net income from continuing operations, adjusted for depreciation and amortization, net interest expense and taxes. See EBITDA reconciliation on page 16.


 
Sterling | STRL: Fourth Quarter 2023 8 Full Year Consolidated and Segment Results Continuing Operations ($ in millions) 2023 2022 Revenues $ 1,972.2 $ 1,769.4 Gross Profit 337.6 274.6 G&A Expense (98.7) (86.5) Intangible Amortization (15.2) (14.1) Acquisition Related Costs (0.9) (0.8) Other Operating Expense, Net (17.0) (13.3) Operating Income 205.8 159.9 Interest, Net (15.2) (19.7) Income Tax Expense (47.8) (41.7) Less: Net Income Attributable to NCI (4.2) (1.7) Net income from Continuing Operations 138.7 96.7 Diluted EPS $ 4.44 $ 3.16 EBITDA from Continuing Operations(1) $ 259.0 $ 208.7 ($ in millions) 2023 2022 E-Infrastructure Solutions Revenue $ 937.4 $ 905.3 Operating Income $ 141.0 $ 121.5 Operating Margin 15.0 % 13.4 % Transportation Solutions Revenue $ 630.9 $ 542.6 Operating Income $ 41.9 $ 26.6 Operating Margin 6.6 % 4.9 % Building Solutions Revenue $ 403.9 $ 321.6 Operating Income $ 46.2 $ 36.7 Operating Margin 11.4 % 11.4 % (1) The Company defines EBITDA from continuing operations as GAAP net income from continuing operations, adjusted for depreciation and amortization, net interest expense and taxes. See EBITDA reconciliation on page 16.


 
Sterling | STRL: Fourth Quarter 2023 9 Remaining Performance Obligations (RPOs)(1) Continuing Operations ($ in millions) 12/31/2023 12/31/2022 E-Infrastructure Solutions RPOs $ 813.7 $ 603.2 Transportation Solutions RPOs 1,184.5 713.2 Building Solutions RPOs - Commercial 68.8 97.9 Total RPOs $ 2,067.0 $ 1,414.3 (1) Our remaining performance obligations do not differ from what we refer to as “Backlog,” and represent the amount of revenues we expect to recognize in the future from our contract commitments on projects.


 
Sterling | STRL: Fourth Quarter 2023 10 Increased EBITDA and Cash Flow Drives Liquidity Strategy Foward Looking EBITDA Debt Coverage Ratio 1.9X 1.2X 12/31/22 12/31/23 0.0X 0.5X 1.0X 1.5X 2.0X We expect to pursue strategic uses of our liquidity, such as strategic acquisitions, investing in capital equipment and managing leverage. Capital allocation focus • Long-term shareholder value • Complementing organic growth in existing and new markets • Strong cash flow profile provides flexibility and drives liquidity strategy Sterling is comfortable with a forward looking debt/ EBITDA coverage ratio of +/-2.5X. 5-Year Credit Facility $343M Term Loan Borrowings $75M Revolving Credit Facility (Undrawn) Key Cash Flow Considerations 2023 2022 Cash flows from Operations $478.6M $219.1M Net CAPEX $50.6M $56.0M • Cash & Cash Equivalents at December 31, 2023 was $471.6 million • 2024 EBITDA guidance(1): $285M to $300M • Expected additional 2024 noncash expenses: $30M to $35M (Stock-based compensation, noncash interest expense, deferred taxes, etc.) • Scheduled term loan debt payments total $26,300, $26,300 and $6,600 for 2024, 2025 and 2026, respectively (1) The Company defines EBITDA as GAAP net income attributable to Sterling common stockholders, adjusted for depreciation and amortization, net interest expense and taxes. See EBITDA guidance reconciliation on page 17.


 
Sterling | STRL: Fourth Quarter 2023 11 Contact Us Sterling Infrastructure, Inc. Noelle Dilts, VP IR and Corporate Strategy Tel: (281) 214-0795 noelle.dilts@strlco.com


 
+ Appendix Sterling | STRL: Fourth Quarter 2023 12


 
Sterling | STRL: Fourth Quarter 2023 13 2024 Modeling Considerations(1) (1) In millions except for EPS and percentages. (2) See EBITDA guidance reconciliation on page 17. Revenue $2,125 to $2,215 Gross Margin ~17.5% G&A Expense as % of Revenue (Excluding Intangible Amortization) ~5% Intangible Amortization $17 Other Operating Expense Net $17 to $19 JV Non-Controlling Interest Expense $7 to $8 Effective Income Tax Rate ~27% Net Income $155 to $165 Diluted EPS $4.85 to $5.15 Expected Dilutive Shares Outstanding 32.0 EBITDA(2) $285 to $300


 
2024 Modeling Considerations Continued* Sterling | STRL: Fourth Quarter 2023 14 * In Millions. Non-Cash Items FY 2024 Expectations FY 2023 Depreciation $45 to $47 $42.2 Intangible Amortization $17 $15.2 Debt Issuance Cost Amortization $1 to $2 $2.0 Stock-based Compensation $14 to $16 $12.6 Deferred Taxes $15 to $17 $14.7 Other Cash Flow Items FY 2024 Expectations FY 2023 Interest expense, net of interest income $5 to $6 $15.2 CAPEX, net of disposals $55 to $60 $50.6


 
Sterling | STRL: Fourth Quarter 2023 15 (1) The Company defines adjusted net income from continuing operations as GAAP net income from continuing operations excluding the impact of acquisition related costs. Three Months Ended December 31, Twelve Months Ended December 31, 2023 2022 2023 2022 Net income from Continuing Operations $ 40,173 $ 20,233 $ 138,655 $ 96,717 Acquisition related costs 521 265 873 827 Adjusted net income from Continuing Operations (1) $ 40,694 $ 20,498 $ 139,528 $ 97,544 Net income per share from Continuing Operations: Basic $ 1.30 $ 0.67 $ 4.51 $ 3.20 Diluted $ 1.28 $ 0.66 $ 4.44 $ 3.16 Adjusted net income per share from Continuing Operations: Basic $ 1.32 $ 0.68 $ 4.54 $ 3.23 Diluted $ 1.30 $ 0.67 $ 4.47 $ 3.19 Weighted average common shares outstanding: Basic 30,819 30,324 30,755 30,199 Diluted 31,334 30,739 31,208 30,564 STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES ADJUSTED NET INCOME FROM CONTINUING OPERATIONS RECONCILIATION (In thousands) (Unaudited)


 
Sterling | STRL: Fourth Quarter 2023 16 (1) The Company defines EBITDA from continuing operations as GAAP net income from continuing operations, adjusted for depreciation and amortization, net interest expense and taxes. (2) The Company defines adjusted EBITDA from continuing operations as EBITDA from continuing operations excluding the impact of acquisition related costs. Three Months Ended December 31, Twelve Months Ended December 31, 2023 2022 2023 2022 Net income from Continuing Operations $ 40,173 $ 20,233 $ 138,655 $ 96,717 Depreciation and amortization 14,874 13,253 57,403 50,575 Interest expense, net of interest income 991 5,645 15,180 19,706 Income tax expense 12,341 10,741 47,770 41,707 EBITDA from Continuing Operations(1) 68,379 49,872 259,008 208,705 Acquisition related costs 521 265 873 827 Adjusted EBITDA from Continuing Operations(2) $ 68,900 $ 50,137 $ 259,881 $ 209,532 STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES EBITDA FROM CONTINUING OPERATIONS RECONCILIATION (In thousands) (Unaudited)


 
Sterling | STRL: Fourth Quarter 2023 17 (1) The Company defines EBITDA as GAAP net income attributable to Sterling common stockholders, adjusted for depreciation and amortization, net interest expense and taxes. Full Year 2024 Guidance Low High Net income attributable to Sterling common stockholders $ 155 $ 165 Depreciation and amortization 62 64 Interest expense, net of interest income 5 6 Income tax expense 63 65 EBITDA (1) $ 285 $ 300 STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES EBITDA GUIDANCE RECONCILIATION (In millions) (Unaudited)


 
THANK YOU We build and service the infrastructure that enables our economy to run, our people to move, and our country to grow.