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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): August 14, 2023
SOUTHLAND HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-41090 | 87-1783910 | ||
| (State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
| of Incorporation) | 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 August 14, 2023, Southland Holdings, Inc., a Delaware corporation (the “Company”), issued a press release announcing financial results for the quarter ended June 30, 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.
| Exhibit No. | Description | |
| 99.1 | Press Release dated August 14, 2023. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). |
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: August 14, 2023 | SOUTHLAND HOLDINGS, INC. | |
| By: | /s/ Frank S. Renda |
|
| Name: Frank S. Renda | ||
| Title: President and Chief Executive Officer | ||
Exhibit 99.1
Southland Announces Second Quarter 2023 Results
GRAPEVINE, Texas, August 14, 2023 (Business Newswire) -- Southland Holdings, Inc. (NYSE American: SLND and SLND WS) (“Southland”), a leading provider of specialized infrastructure construction services, today announced financial results for quarter ended June 30, 2023.
| ● | Revenue of $257 million for the quarter ended June 30, 2023, down 5.9% from $273 million for the quarter ended June 30, 2022. | |
| ● | Gross loss of $34 million for the quarter ended June 30, 2023, compared to gross profit of $38 million for the quarter ended June 30, 2022. | |
| ● | Net loss attributable to stockholders of $13 million, or $(0.27) per share for the quarter ended June 30, 2023, compared to a net income attributable to stockholders of $19 million for the quarter ended June 30, 2022. | |
| ● | Adjusted net loss of $35 million, or $(0.76) per share for the quarter ended June 30, 2023, compared to an adjusted net income of $19 million for the quarter ended June 30, 2022.(1) | |
| ● | Adjusted EBITDA of negative $42 million for the quarter ended June 30, 2023, compared to $35 million for the quarter ended June 30, 2022. (1) | |
| ● | Backlog of $2.7 billion, up 36% compared to $2.0 billion as of June 30, 2022. | |
| ● | Positive cash flow from operating activities of $24 million for the quarter ended June 30, 2023. |
| (1) | Please refer to “Non-GAAP Measures” and reconciliations for our Non-GAAP financial measures, including, “Adjusted Net Loss,” “Adjusted Net Loss Per Share,” and “Adjusted EBITDA” |
2023 Second Quarter Results
Southland incurred significant unfavorable charges during the quarter, primarily stemming from its legacy asphalt and concrete materials production and paving business. In an effort to wind down this component of its Transportation segment and reallocate resources towards core operations, the Company sold various materials production assets in the second quarter. As a result, the Company recorded unfavorable charges in the quarter related to additional expected future costs associated with procuring and transporting materials from third parties. While work is expected to be completed over the next one to two years, Southland has recorded the increased estimated future costs to finish these projects in this quarter in accordance with Generally Accepted Accounting Principles. The negative impact to gross margin from these charges were approximately $49 million for the second quarter. At the end of the second quarter, approximately 12% of Southland’s $2.7 billion backlog consists of legacy large-scale paving work.
Condensed Consolidated Statements of Operations (unaudited)
| Three Months Ended | ||||||||
| (Amounts in thousands) | June 30, 2023 |
June 30, 2022 |
||||||
| Revenue | $ | 256,927 | $ | 273,016 | ||||
| Cost of construction | 290,721 | 235,279 | ||||||
| Gross profit (loss) | (33,794 | ) | 37,737 | |||||
| Selling, general, and administrative expenses | 16,448 | 13,490 | ||||||
| Operating income (loss) | (50,242 | ) | 24,247 | |||||
| Gain (loss) on investments, net | 50 | (259 | ) | |||||
| Other income (expense), net | 24,007 | (780 | ) | |||||
| Interest expense | (4,305 | ) | (2,065 | ) | ||||
| Income (loss) before income taxes | (30,490 | ) | 21,143 | |||||
| Income tax expense (benefit) | (18,589 | ) | 1,815 | |||||
| Net income (loss) | (11,901 | ) | 19,328 | |||||
| Net income (loss) attributable to noncontrolling interests | 925 | (78 | ) | |||||
| Net income (loss) attributable to Southland Holdings Stockholders | $ | (12,826 | ) | $ | 19,406 | |||
| Net loss per share attributable to common stockholders | ||||||||
| Basic (1) | $ | (0.27 | ) | |||||
| Diluted (1) | $ | (0.27 | ) | |||||
| Weighted average shares outstanding | ||||||||
| Basic (1) | 46,870,890 | |||||||
| Diluted (1) | 46,870,890 | |||||||
| (1) | The structure of 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 June 30, 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 June 30, 2023, was $256.9 million, a decrease of $16.1 million, or 5.9%, compared to the three months ended June 30, 2022.
Gross loss for the three months ended June 30, 2023, was $33.8 million, a decrease of $71.5 million, or 189.6%, compared to gross profit of $37.7 million for the three months ended June 30, 2022. Our gross profit margin decreased from 13.8% to a negative 13.2% for the three months ended June 30, 2023 compared to the three months ended June 30, 2022.
Selling, general, and administrative costs for the three months ended June 30, 2023 were $16.4 million, an increase of $3.0 million, or 21.9%, compared to the three months ended June 30, 2022. Selling, general, and administrative costs as a percent of revenue were 6.4% for the three months ended June 30, 2023 compared to 4.9% for the three months ended June 30, 2022.
Condensed Consolidated Statements of Operations (unaudited)
| Six Months Ended | ||||||||
| (Amounts in thousands) | June 30, 2023 |
June 30, 2022 |
||||||
| Revenue | $ | 531,756 | $ | 531,502 | ||||
| Cost of construction | 546,607 | 488,834 | ||||||
| Gross profit (loss) | (14,851 | ) | 42,668 | |||||
| Selling, general, and administrative expenses | 32,019 | 27,789 | ||||||
| Operating income (loss) | (46,870 | ) | 14,879 | |||||
| Gain on investments, net | 18 | 21 | ||||||
| Other income (expense), net | 21,408 | (1,356 | ) | |||||
| Interest expense | (7,559 | ) | (4,032 | ) | ||||
| Income (loss) before income taxes | (33,003 | ) | 9,512 | |||||
| Income tax expense (benefit) | (16,836 | ) | 3,157 | |||||
| Net income (loss) | (16,167 | ) | 6,355 | |||||
| Net income attributable to noncontrolling interests | 1,323 | 550 | ||||||
| Net income (loss) attributable to Southland Holdings Stockholders | $ | (17,490 | ) | $ | 5,805 | |||
| Net loss per share attributable to common stockholders | ||||||||
| Basic (1) | $ | (0.38 | ) | |||||
| Diluted (1) | $ | (0.38 | ) | |||||
| Weighted average shares outstanding | ||||||||
| Basic (1) | 46,043,878 | |||||||
| Diluted (1) | 46,043,878 |
| (1) | The structure of 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 six months ended June 30, 2023, because the inclusion of potential shares of common stock would have been anti-dilutive for the period presented. |
Revenue for the six months ended June 30, 2023 was $531.8 million, an increase of $0.3 million, or 0.0%, compared to the six months ended June 30, 2022.
Gross loss for the six months ended June 30, 2022, was $14.9 million, a decrease of $57.5 million, or 134.8%, compared to gross profit of $42.7 million for the six months ended June 30, 2022. Our gross profit margin decreased from 8.0% to a negative 2.8% for the six months ended June 30, 2023 compared to the six months ended June 30, 2022.
Selling, general, and administrative costs for the six months ended June 30, 2023 were $32.0 million, an increase of $4.2 million, or 15.2%, compared to the six months ended June 30, 2022. Selling, general, and administrative costs as a percent of revenue were 6.0% for the six months ended June 30, 2023 compared to 5.2% for the six months ended June 30, 2022.
Segment Revenue
| Three Months Ended | ||||||||||||||||
| (Amounts in thousands) | June 30, 2023 | June 30, 2022 | ||||||||||||||
| % of Total | % of Total | |||||||||||||||
| Segment | Revenue | Revenue | Revenue | Revenue | ||||||||||||
| Civil | $ | 65,567 | 25.5 | % | $ | 74,851 | 27.4 | % | ||||||||
| Transportation | 191,360 | 74.5 | % | 198,165 | 72.6 | % | ||||||||||
| Total revenue | $ | 256,927 | 100.0 | % | $ | 273,016 | 100.0 | % | ||||||||
| Six Months Ended | ||||||||||||||||
| (Amounts in thousands) | June 30, 2023 | June 30, 2022 | ||||||||||||||
| % of Total | % of Total | |||||||||||||||
| Segment | Revenue | Revenue | Revenue | Revenue | ||||||||||||
| Civil | $ | 138,556 | 26.1 | % | $ | 149,894 | 28.2 | % | ||||||||
| Transportation | 393,200 | 73.9 | % | 381,608 | 71.8 | % | ||||||||||
| Total revenue | $ | 531,756 | 100.0 | % | $ | 531,502 | 100.0 | % | ||||||||
Segment Gross Profit
| Three Months Ended | ||||||||||||||||
| (Amounts in thousands) | June 30, 2023 | June 30, 2022 | ||||||||||||||
| % of Segment | % of Segment | |||||||||||||||
| Segment | Gross Profit | Revenue | Gross Profit | Revenue | ||||||||||||
| Civil | $ | 5,906 | 9.0 | % | $ | 12,422 | 16.6 | % | ||||||||
| Transportation | (39,700 | ) | (20.7 | )% | 25,315 | 12.8 | % | |||||||||
| Gross profit (loss) | $ | (33,794 | ) | (13.2 | )% | $ | 37,737 | 13.8 | % | |||||||
| Six Months Ended | ||||||||||||||||
| (Amounts in thousands) | June 30, 2023 | June 30, 2022 | ||||||||||||||
| % of Segment | % of Segment | |||||||||||||||
| Segment | Gross Profit | Revenue | Gross Profit | Revenue | ||||||||||||
| Civil | $ | 14,672 | 10.6 | % | $ | 19,389 | 12.9 | % | ||||||||
| Transportation | (29,523 | ) | (7.5 | )% | 23,279 | 6.1 | % | |||||||||
| Gross profit (loss) | $ | (14,851 | ) | (2.8 | )% | $ | 42,668 | 8.0 | % | |||||||
Adjusted EBITDA Reconciliation
| Three Months Ended | Six Months Ended | |||||||||||||||
| (Amounts in thousands) | June 30, 2023 |
June 30, 2022 |
June 30, 2023 |
June 30, 2022 |
||||||||||||
| Net income (loss) attributable to Southland Holdings Stockholders | $ | (12,826 | ) | $ | 19,406 | $ | (17,490 | ) | $ | 5,805 | ||||||
| Depreciation and amortization | 8,176 | 11,973 | 16,736 | 23,640 | ||||||||||||
| Income taxes (benefit) | (18,589 | ) | 1,815 | (16,836 | ) | 3,157 | ||||||||||
| Interest expense | 4,305 | 2,065 | 7,559 | 4,032 | ||||||||||||
| Interest income | (161 | ) | — | (298 | ) | (11 | ) | |||||||||
| EBITDA | (19,095 | ) | 35,259 | (10,329 | ) | 36,623 | ||||||||||
| Transaction related costs | 559 | — | 1,594 | — | ||||||||||||
| Contingent earnout consideration non-cash expense reversal | (23,625 | ) | — | (20,689 | ) | — | ||||||||||
| Adjusted EBITDA | $ | (42,161 | ) | $ | 35,259 | $ | (29,424 | ) | $ | 36,623 | ||||||
Backlog
| (Amounts in thousands) | Backlog | |||
| Balance December 31, 2022 | $ | 2,973,886 | ||
| New contracts, change orders, and adjustments | 262,088 | |||
| Gross backlog | 3,235,974 | |||
| Less: contract revenue recognized in 2023 | (538,464 | ) | ||
| Balance June 30, 2023 | $ | 2,697,510 | ||
Adjusted Net Loss and Adjusted Net Loss Per Share Attributable to Common Stock Reconciliation
| Three Months Ended | Six Months Ended | |||||||||||||||
| (Amounts in thousands except shares and per share data) | June 30, 2023 |
June 30, 2022 |
June 30, 2023 |
June 30, 2022 |
||||||||||||
| Reconciliation of adjusted net income (loss) attributable to common stock: | ||||||||||||||||
| Net income (loss) attributable to common stock (GAAP as reported) | $ | (12,826 | ) | $ | 19,406 | $ | (17,490 | ) | $ | 5,805 | ||||||
| Adjustments: | ||||||||||||||||
| Transaction related costs | 559 | — | 1,594 | — | ||||||||||||
| Contingent earnout consideration non-cash expense | (23,625 | ) | — | (20,689 | ) | — | ||||||||||
| Income tax impact of adjustments (1) | 463 | — | (311 | ) | — | |||||||||||
| Adjusted net loss attributable to common stockholders | $ | (35,429 | ) | $ | 19,406 | $ | (36,896 | ) | $ | 5,805 | ||||||
| Weighted average shares outstanding (2) | ||||||||||||||||
| Basic and diluted (2) | 46,870,890 | 46,043,878 | ||||||||||||||
| Net loss per share attributable to common stockholders (2) | $ | (0.27 | ) | $ | (0.38 | ) | ||||||||||
| Adjusted net loss per share attributable to common stockholders (2) | $ | (0.76 | ) | $ | (0.80 | ) | ||||||||||
| (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) | The structure of 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 and six months ended June 30, 2023, because the inclusion of potential shares of common stock would have been anti-dilutive for the period presented |
Condensed Consolidated Balance Sheets (unaudited)
| (Amounts in thousands, except share and per share data) | As of | |||||||
| June 30, 2023 |
December 31, 2022 |
|||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 39,124 | $ | 57,915 | ||||
| Restricted cash | 14,984 | 14,076 | ||||||
| Accounts receivable, net | 183,439 | 135,678 | ||||||
| Retainage receivables | 125,220 | 122,682 | ||||||
| Contract assets | 508,378 | 512,906 | ||||||
| Other current assets | 28,340 | 24,047 | ||||||
| Total current assets | 899,485 | 867,304 | ||||||
| Property and equipment, net | 102,340 | 114,084 | ||||||
| Right-of-use assets | 16,551 | 16,893 | ||||||
| Investments - unconsolidated entities | 119,029 | 113,724 | ||||||
| Investments - limited liability companies | 2,590 | 2,590 | ||||||
| Investments - private equity | 3,266 | 3,261 | ||||||
| Deferred tax asset | 21,458 | — | ||||||
| Goodwill | 1,528 | 1,528 | ||||||
| Intangible assets, net | 1,956 | 2,218 | ||||||
| Other noncurrent assets | 3,298 | 3,703 | ||||||
| Total noncurrent assets | 272,016 | 258,001 | ||||||
| Total assets | $ | 1,171,501 | $ | 1,125,305 | ||||
| LIABILITIES AND EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 133,736 | $ | 126,385 | ||||
| Retainage payable | 38,369 | 33,677 | ||||||
| Accrued liabilities | 131,001 | 121,584 | ||||||
| Current portion of long-term debt | 51,326 | 46,322 | ||||||
| Short-term lease liabilities | 15,598 | 16,572 | ||||||
| Contract liabilities | 197,336 | 131,557 | ||||||
| Total current liabilities | 567,366 | 476,097 | ||||||
| Long-term debt | 233,218 | 227,278 | ||||||
| Long-term lease liabilities | 8,483 | 10,032 | ||||||
| Deferred tax liabilities | 2,985 | 3,392 | ||||||
| Other noncurrent liabilities | 96,583 | 48,622 | ||||||
| Total long-term liabilities | 341,269 | 289,324 | ||||||
| Total liabilities | 908,635 | 765,421 | ||||||
| Commitment and contingencies (Note 7) | ||||||||
| Stockholders’ equity | ||||||||
| Preferred stock, $0.0001 par value, authorized 50,000,000 share, none issued and outstanding in 2023 | — | — | ||||||
| Preferred stock, $1.00 par value, 24,400,000 issued and outstanding in 2022 | — | 24,400 | ||||||
| Common stock, $0.0001 par value, authorized 500,000,000 share, 47,856,114 and none issued and outstanding in 2023 and 2022, respectively | 8 | — | ||||||
| Additional paid-in-capital | 269,436 | — | ||||||
| Accumulated deficit | (17,490 | ) | — | |||||
| Accumulated other comprehensive income | (923 | ) | (2,576 | ) | ||||
| Members’ capital | — | 327,614 | ||||||
| Total stockholders’ equity | 251,031 | 349,438 | ||||||
| Noncontrolling interest | 11,835 | 10,446 | ||||||
| Total equity | 262,866 | 359,884 | ||||||
| Total liabilities and equity | $ | 1,171,501 | $ | 1,125,305 | ||||
Condensed Consolidated Statement of Cash Flows (unaudited)
| Six Months Ended | ||||||||
| (Amounts in thousands) | June 30, 2023 |
June 30, 2022 |
||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | (16,167 | ) | $ | 6,355 | |||
| Adjustments to reconcile net income (loss) to net cash used in operating activities | ||||||||
| Depreciation and amortization | 16,736 | 23,640 | ||||||
| Deferred taxes | (21,866 | ) | (92 | ) | ||||
| Change in fair value of earnout liability | (20,689 | ) | — | |||||
| Gain on sale of assets | (85 | ) | (1,208 | ) | ||||
| Foreign currency remeasurement gain | (3,641 | ) | 191 | |||||
| Earnings from equity method investments | (140 | ) | (3,803 | ) | ||||
| TZC investment present value accretion | (1,213 | ) | (1,166 | ) | ||||
| Loss (gain) on trading securities, net | 24 | (357 | ) | |||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable | (53,589 | ) | (50,631 | ) | ||||
| Contract assets | 4,803 | (6,625 | ) | |||||
| Prepaid expenses and other current assets | (4,093 | ) | (3,502 | ) | ||||
| ROU assets | 343 | 2,347 | ||||||
| Accounts payable and accrued expenses | 21,700 | (30,934 | ) | |||||
| Contract liabilities | 65,774 | (13,899 | ) | |||||
| Operating lease liabilities | (126 | ) | (2,298 | ) | ||||
| Other | 1,593 | 67 | ||||||
| Net cash used in operating activities | (10,636 | ) | (81,915 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of fixed assets | (4,953 | ) | (2,679 | ) | ||||
| Proceeds from sale of fixed assets | 7,214 | 2,726 | ||||||
| Loss on investment in limited liability company | — | 335 | ||||||
| Proceeds from the sale of trading securities | (21 | ) | 814 | |||||
| Capital contribution to investees | — | (1,000 | ) | |||||
| Net cash provided by investing activities | 2,240 | 196 | ||||||
| Cash flows from financing activities: | ||||||||
| Borrowings on line of credit | 3,000 | 55,000 | ||||||
| Borrowings on notes payable | 248 | 695 | ||||||
| Payments on notes payable | (27,701 | ) | (21,294 | ) | ||||
| Advances from (to) related parties | 215 | (404 | ) | |||||
| Payments from related parties | 5 | 7 | ||||||
| Payments on finance lease | (2,396 | ) | (3,430 | ) | ||||
| Distributions | (110 | ) | (1,556 | ) | ||||
| Proceeds from merger of Legato II and Southland Holdings, LLC | 17,088 | — | ||||||
| Net cash provided by (used in) financing activities | (9,651 | ) | 29,018 | |||||
| Effect of exchange rate on cash | 164 | 945 | ||||||
| Net decrease in cash and cash equivalents and restricted cash | (17,883 | ) | (51,756 | ) | ||||
| Beginning of period | 71,991 | 111,242 | ||||||
| End of period | $ | 54,108 | $ | 59,486 | ||||
| Supplemental cash flow information | ||||||||
| Cash paid for income taxes | $ | 2,903 | $ | 4,127 | ||||
| Cash paid for interest | $ | 7,541 | $ | 4,106 | ||||
| Non-cash investing and financing activities: | ||||||||
| Lease assets obtained in exchange for new leases | $ | 8,528 | $ | 6,771 | ||||
| Assets obtained in exchange for notes payable | $ | 6,667 | $ | 580 | ||||
| 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, August 15, 2023. 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 adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”), backlog, adjusted net loss, adjusted net 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 loss per share attributable to common stock (a non-GAAP financial measure) to net loss per share attributable to common stock; and adjusted net loss attributable to common stock, and Adjusted EBITDA (non-GAAP financial measures) to net 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