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Southland Announces Fourth Quarter & Full Year 2025 Results

businesswire.com

Southland Announces Fourth Quarter & Full Year 2025 Results GRAPEVINE, Texas--( BUSINESS WIRE)--Southland Holdings, Inc. (NYSE American: SLND and SLND WS) (“Southland”), a leading provider of specialized infrastructure construction services, today announced financial results for the quarter and full year ended December 31, 2025.

Fourth Quarter 2025 Results Include:

Full Year 2025 Results Include:

Please refer to “Non-GAAP Measures” and reconciliations for our non-GAAP financial measures, including, “EBITDA” and “Backlog”

This allowance is required under GAAP. This does not limit utilization of the respective tax assets in the future.

Frank Renda, Southland’s President & CEO said, “While I am disappointed in this quarter’s results, I am fully accountable for our results and am committed to the strategic plan we have launched to move Southland forward. The capital support provided by our sureties, including replacing our senior lender, is a significant vote of confidence in our team and provides us additional financial flexibility to focus on the project execution of our $2 billion backlog. As part of our plan, we continue to focus on core market opportunities with higher margins, as evidenced by the recently announced $118 million of project awards, led by a data center project. We are also taking decisive action to right-size our asset base and pay down debt, positioning Southland to emerge from this period as a leaner, more disciplined, and more profitable organization.”

Business Update:

Washington State Convention Center Adverse Ruling

The fourth quarter and full year 2025 financial results were impacted by a $135.8 million unfavorable adjustment related to an adverse trial court ruling involving the construction of the Washington State Convention Center (“WSCC”). This was a legacy project that Southland acquired through the 2020 acquisition of American Bridge. The unfavorable adjustment reflects the reversal of Southland’s expected recovery of American Bridge’s initial claims for damages and the recognition of a long-term liability as a result of the counterclaim by the counterparty awarded to the counterparty in the trial court ruling. On January 15, 2026, the trial court entered a judgment against American Bridge and certain of its sureties, jointly and severally, in the principal amount of $57.1 million. Interest and fees were assessed by the court at a later date. Because the adverse ruling makes the likelihood of recovering the claimed amount and collectability no longer probable, the Company derecognized contract assets as of December 31, 2025, on its consolidated balance sheet, resulting in a $40.3 million non-cash charge to revenue on its consolidated statement of operations for the quarter and year ended December 31, 2025.

While the Company intended to appeal as of December 31, 2025, certain of its sureties entered into negotiations with the counterparty on behalf of the Company subsequent to December 31, 2025, in accordance with certain rights available to the sureties included in certain General Indemnity Agreements (“GIAs”). Any settlement that is agreed upon will be paid by certain of Southland’s sureties under the respective GIAs with the sureties. The sureties agreed to forbear on seeking repayment of any settlement related to the WSCC adverse ruling until at least March 27, 2027. Based on these negotiations and due to the events occurring prior to December 31, 2025, that led to the adverse ruling, the Company recorded a long-term accrued liability of $89.1 million and a reduction to retainage receivables of $6.4 million on the consolidated balance sheet related to the principal judgment, fees, sanctions and interest as of December 31, 2025. This resulted in a decrease in revenue of $6.4 million and an increase of $89.1 million in cost of construction on the Company’s consolidated statements of operations for the quarter and year ended December 31, 2025. The total impact to the consolidated statements of operations for the fourth quarter and full year 2025 is $135.8 million, of which $46.7 million is recorded as a reduction of revenue and $89.1 million is recorded in cost of construction. The total impact to the consolidated balance sheets is a $40.3 million reduction in contract assets, a $6.4 million reduction in retainage receivables, and a $89.1 million increase in other noncurrent liabilities.

Strategic Plan

Southland has launched a strategic plan focused on the following:

2025 Fourth Quarter & Full Year Results

Condensed Consolidated Statements of Operations

Three Months Ended

(Amounts in thousands)

December 31, 2025

December 31, 2024

Revenue

$

103,957

$

267,250

Cost of construction

297,334

259,584

Gross profit (loss)

(193,377)

7,666

Selling, general, and administrative expenses

16,999

15,708

Operating loss

(210,376)

(8,042)

Gain (loss) on investments, net

165

(207)

Other income, net

180

1,201

Interest expense

(8,996)

(9,617)

Losses before income taxes

(219,027)

(16,665)

Income tax benefit

(323)

(14,096)

Net loss

(218,704)

(2,569)

Net income (loss) attributable to noncontrolling interests

(2,291)

1,586

Net loss attributable to Southland Stockholders

$

(216,413)

$

(4,155)

Net loss per share attributable to common stockholders

Basic (1)

$

(4.00)

$

(0.09)

Diluted (1)

$

(4.00)

$

(0.09)

Weighted average shares outstanding

Basic (1)

54,113,036

47,877,558

Diluted (1)

54,113,036

47,877,558

Basic net loss per share is the same as diluted net loss per share attributable to common stockholders for the three months ended December 31, 2025, and December 31, 2024, because the inclusion of potential shares of common stock would have been anti-dilutive for the period presented.

Revenue for the three months ended December 31, 2025, was $104.0 million, a decrease of $163.3 million, or 61.1%, compared to the three months ended December 31, 2024. Materials & Paving business had a reversal of $10.6 million to revenue in the three months ended December 31, 2025.

Gross loss for the three months ended December 31, 2025, was $193.4 million compared to gross profit of $7.7 million for the three months ended December 31, 2024. Gross margin decreased from 2.9% to (186.0)% for the three months ended December 31, 2025, compared to the three months ended December 31, 2024. Materials & Paving business negatively impacted gross loss by $26.9 million in the three months ended December 31, 2025.

Selling, general, and administrative costs for the three months ended December 31, 2025, were $17.0 million, an increase of $1.3 million, or 8.2%, compared to the three months ended December 31, 2024. Selling, general, and administrative costs as a percent of revenue were 16.4% for the three months ended December 31, 2025, compared to 5.9% for the three months ended December 31, 2024.

Condensed Consolidated Statements of Operations

Year Ended

(Amounts in thousands)

December 31, 2025

December 31, 2024

Revenue

$

772,168

$

980,179

Cost of construction

927,427

1,043,219

Gross loss

(155,259)

(63,040)

Selling, general, and administrative expenses

61,623

63,274

Operating loss

(216,882)

(126,314)

Gain (loss) on investments, net

291

(225)

Other income, net

1,744

3,631

Interest expense

(37,019)

(29,512)

Losses before income taxes

(251,866)

(152,420)

Income tax expense (benefit)

56,497

(46,892)

Net loss

(308,363)

(105,528)

Net loss attributable to noncontrolling interests

(1,823)

(163)

Net loss attributable to Southland Stockholders

$

(306,540)

$

(105,365)

Net loss per share attributable to common stockholders

Basic (1)

$

(5.67)

$

(2.19)

Diluted (1)

$

(5.67)

$

(2.19)

Weighted average shares outstanding

Basic (1)

54,049,705

48,073,973

Diluted (1)

54,049,705

48,073,973

Basic net loss per share is the same as diluted net loss per share attributable to common stockholders for the year ended December 31, 2025, and December 31, 2024, because the inclusion of potential shares of common stock would have been anti-dilutive for the period presented.

Revenue for the year ended December 31, 2025, was $772.2 million, a decrease of $208.0 million, or 21.2%, compared to the year ended December 31, 2024. Materials & Paving business contributed $52.1 million to revenue in the year ended December 31, 2025.

Gross loss for the year ended December 31, 2025, was $155.3 million compared to gross loss of $63.0 million for year ended December 31, 2024. Gross margin decreased from (6.4)% to (20.1)% for the year ended December 31, 2025, compared to the year ended December 31, 2024. Materials & Paving business negatively impacted gross loss by $42.8 million in the year ended December 31, 2025.

Selling, general, and administrative costs for the year ended December 31, 2025, were $61.6 million, a decrease of $1.7 million, or 2.6%, compared to the year ended December 31, 2024. Selling, general, and administrative costs as a percent of revenue were 8.0% for the year ended December 31, 2025, compared to 6.5% for the year ended December 31, 2024.

Segment Revenue

Three Months Ended

(Amounts in thousands)

December 31, 2025

December 31, 2024

% of Total

% of Total

Segment

Revenue

Revenue

Revenue

Revenue

Civil

$

58,403

56.2

%

$

103,798

38.8

%

Transportation

45,554

43.8

%

163,452

61.2

%

Total revenue

$

103,957

100.0

%

$

267,250

100.0

%

Year Ended

(Amounts in thousands)

December 31, 2025

December 31, 2024

% of Total

% of Total

Segment

Revenue

Revenue

Revenue

Revenue

Civil

$

342,330

44.3

%

$

323,288

33.0

%

Transportation

429,838

55.7

%

656,891

67.0

%

Total revenue

$

772,168

100.0

%

$

980,179

100.0

%

Segment Gross Profit (Loss)

Three Months Ended

(Amounts in thousands)

December 31, 2025

December 31, 2024

% of Segment

% of Segment

Segment

Gross Loss

Revenue

Gross Profit

Revenue

Civil

$

(31,319)

(53.6)

%

$

8,031

7.7

%

Transportation

(162,058)

(355.7)

%

(365)

(0.2)

%

Gross profit

$

(193,377)

(186.0)

%

$

7,666

2.9

%

Year Ended

(Amounts in thousands)

December 31, 2025

December 31, 2024

% of Segment

% of Segment

Segment

Gross Profit

Revenue

Gross Profit

Revenue

Civil

$

16,344

4.8

%

$

16,725

5.2

%

Transportation

(171,603)

(39.9)

%

(79,765)

(12.1)

%

Gross profit (loss)

$

(155,259)

(20.1)

%

$

(63,040)

(6.4)

%

EBITDA Reconciliation

Three Months Ended

Year ended

(Amounts in thousands)

December 31, 2025

December 31, 2024

December 31, 2025

December 31, 2024

Net loss attributable to Southland Stockholders

$

(216,413)

$

(4,155)

$

(306,540)

$

(105,365)

Depreciation and amortization

5,683

6,373

23,213

23,298

Income tax expense (benefit)

(323)

(14,096)

56,497

(46,892)

Interest expense

8,996

9,617

37,019

29,512

Interest income

(137)

(464)

(1,610)

(991)

EBITDA

$

(202,194)

$

(2,725)

$

(191,421)

$

(100,438)

Backlog

(Amounts in thousands)

Backlog

Balance: December 31, 2024

$

2,572,912

New contracts, change orders, and adjustments

230,336

Less: contract revenue recognized in 2025

(772,168)

Balance December 31, 2025

$

2,031,080

Condensed Consolidated Balance Sheets

(Amounts in thousands, except shares and per share data)

As of

ASSETS

December 31, 2025

December 31, 2024

Current assets

Cash and cash equivalents

$

52,713

$

72,185

Restricted cash

14,755

15,376

Accounts receivable, net

167,786

179,320

Retainage receivables

101,779

112,264

Contract assets

366,607

483,181

Other current assets

30,326

19,326

Total current assets

733,966

881,652

Property and equipment, net

107,305

116,328

Right-of-use assets

10,524

14,897

Investments - unconsolidated entities

129,696

126,705

Investments - limited liability companies

2,323

2,590

Investments - private equity

2,588

2,699

Deferred tax asset

3

54,531

Goodwill

1,528

1,528

Intangible assets, net

1,180

1,180

Other noncurrent assets

167

1,539

Total noncurrent assets

255,314

321,997

Total assets

989,280

1,203,649

LIABILITIES AND EQUITY

Current liabilities

Accounts payable

$

224,915

$

191,670

Retainage payable

36,977

33,622

Accrued liabilities

80,011

91,515

Current portion of long-term debt

53,731

44,525

Short-term lease liabilities

6,808

10,104

Contract liabilities

252,543

249,706

Total current liabilities

654,985

621,142

Long-term debt

203,971

255,625

Long-term lease liabilities

16,403

10,791

Deferred tax liabilities

3,032

292

Financing obligations, net

41,440

41,468

Long-term accrued liabilities

58,075

58,075

Other noncurrent liabilities

143,880

40,847

Total long-term liabilities

466,801

407,098

Total liabilities

1,121,786

1,028,240

Commitments and contingencies (see Note 17)

Stockholders' equity (deficit)

Preferred stock, $0.0001 par value, authorized 50,000,000 shares, none issued and outstanding as of December 31, 2025 and December 31, 2024

Common stock, $0.0001 par value, authorized 500,000,000 shares, 54,113,036 and 53,936,411 issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

5

5

Additional paid-in-capital

293,237

292,173

Accumulated deficit

(431,158)

(124,618)

Accumulated other comprehensive loss

(3,018)

(3,902)

Total stockholders' equity (deficit)

(140,934)

163,658

Noncontrolling interest

8,428

11,751

Total equity (deficit)

(132,506)

175,409

Total liabilities and equity

$

989,280

$

1,203,649

Condensed Consolidated Statement of Cash Flows

Year Ended

(Amounts in thousands)

December 31, 2025

December 31, 2024

Cash flows from operating activities:

Net loss

$

(308,363)

$

(105,528)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization

23,213

23,298

Amortization of deferred financing costs

1,858

Loss on extinguishment of debt

246

Deferred taxes

57,258

(44,751)

Share-based compensation

1,184

2,049

Gain on sale of assets

(2,273)

(3,439)

Foreign currency remeasurement gain

(49)

(12)

Loss from equity method investments

1,291

415

TZC investment present value accretion

(3,367)

Loss (gain) on trading securities, net

(292)

224

Changes in assets and liabilities:

Accounts receivable

23,070

9,924

Contract assets

116,841

70,713

Other current assets

(11,001)

757

Right-of-use assets

4,374

(2,410)

Accounts payable and accrued liabilities

23,617

(3,652)

Contract liabilities

2,828

56,426

Operating lease liabilities

(4,369)

2,538

Other noncurrent liabilities

89,069

Other

(1,675)

(1,504)

Net cash provided by operating activities

16,581

1,927

Cash flows from investing activities:

Purchase of property and equipment

(3,846)

(7,416)

Proceeds from sale of property and equipment

6,549

6,513

Purchase of trading securities

(89)

Proceeds from the sale of trading securities

403

401

Distributions received from investees

934

4,069

Capital contribution to unconsolidated investments

(915)

(250)

Return of investment in limited liability company

267

Net cash provided by investing activities

3,392

3,228

Cash flows from financing activities:

Borrowings on revolving credit facility

5,000

Payments on revolving credit facility

(95,000)

Borrowings on notes payable

168,127

Payments on notes payable

(50,708)

(89,781)

Proceeds from financing obligations

42,500

Payments of deferred financing costs

(297)

(7,982)

Pre-payment premium

(246)

Advances from (to) related parties

(3)

12

Payments on finance lease and financing obligations

(1,350)

(5,481)

Capital contributions from noncontrolling members

1,838

Distribution to members

(1,808)

Payment of taxes related to net share settlement of RSUs

(120)

(206)

Proceeds from advancement of surety funds

14,135

Net cash provided by (used in) financing activities

(40,151)

18,781

Effect of exchange rate on cash

85

(195)

Net increase (decrease) in cash and cash equivalents and restricted cash

(20,093)

23,741

Beginning of period

87,561

63,820

End of period

$

67,468

$

87,561

Supplemental cash flow information

Cash paid for income taxes

$

1,163

$

1,561

Cash paid for interest

$

35,281

$

28,047

Non-cash investing and financing activities:

Lease assets obtained in exchange for new leases

$

12,088

$

18,718

Assets obtained in exchange for notes payable

$

6,723

$

27,365

Related party payable exchanged for note payable

$

$

3,797

Conversion of promissory notes payable to equity

$

$

20,000

Distribution to joint venture partner

$

$

276

Conference Call

Southland will host a conference call at 10:00 a.m. Eastern Time on Friday, March 27, 2026. 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 southlandholdings.com.

Non-GAAP Financial Measures

This press release includes certain unaudited financial measures not presented in accordance with generally accepted accounting principles (“GAAP”), including but not limited to earnings before interest, taxes, depreciation, and amortization (“EBITDA”), backlog, 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 table for reconciliations of the following non-GAAP financial measures for Southland’s current and historical results: EBITDA (non-GAAP financial measures) to net income (loss) attributable to common stock.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on Southland’s current beliefs, expectations and assumptions regarding the future of Southland’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Southland’s control. Southland’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

Any forward-looking statement made by Southland in this press release is based only on information currently available to Southland and speaks only as of the date on which it is made. Southland undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.