Good day, ladies and gentlemen, and welcome to the Southland Holdings Inc. Q2 2023 earnings conference call. At this time, all lines are in listen-only mode. Following the presentation, we will conduct a question-and-answer session. If at any time during this call you require any assistance, please press star zero for the operator. This call is being recorded on Tuesday, 15 August 2023. I would now like to turn the conference over to Alex Murray. Please go ahead. Good morning, everyone. This is Alex Murray, Director of Corporate Development and Investor Relations. Welcome to the Southland Q2 2023 conference call. Joining me today are Frank Renda, President and Chief Executive Officer, and Cody Gallardo, Executive Vice President and Chief Financial Officer. I'd like to begin with a gentle reminder. 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 conditions may differ materially from those projected in forward-looking statements. 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-Q we filed last night, and our Form 10-K for the year ended 31 December 2022, and filed with the SEC on 21 March 2023. We will also refer to non-GAAP financial measures, and you will find reconciliation in the earnings release related to this conference call, which may be found on the investor relations page of our website. I will now turn the call over to Frank. Thank you, Alex. Good morning, and thank you for joining Southland Q2 2023 conference call. We had a disappointing Q2 with revenue of $257 million, a decrease of $16 million compared to last year. We reported a gross loss of $34 million in the quarter, which compares to the gross profit of $38 million in the same period last year. In this quarter, we generated $24 million of operating cash, driven by new project starts, which are performing well. We faced adversities this quarter, primarily driven by unfavorable charges related to the legacy materials production and paving component of our transportation segment. We made the decision to exit this business so that we can focus on the unprecedented opportunities in our core market. We are pursuing work in key markets with teams that have historically executed well and are no longer pursuing large-scale paving work or aggregate production. Our core business is strong, and we remain confident in our backlog. It is important to provide insight into our materials and paving business and the changes we have made as a company over the past few years. In 2016, we developed a plan to produce our own asphalt and concrete to sell to third parties and to support our paving business. We made large CapEx investment in aggregate quarries, pits, and batch plants while pursuing large-scale roadway paving projects. By the end of 2019, our paving projects accounted for approximately 39% of our then $2.3 billion backlog. Over the last several years, our materials and paving business underperformed due to poor execution, unprecedented inflation, challenging geographical locations, and supply chain issues. This end market became increasingly less attractive, and we decided to substantially shrink the size of this business to focus on more profitable end markets. At the end of the Q2 of this year, our large-scale paving work was only 12% of our $2.7 billion backlog. In the Q2, in an effort to wind down our materials and paving business, we disposed of several assets, including asphalt batch plants, which supported a small amount of third-party sales and multiple large-scale paving projects. As a result, we recognized unfavorable charges in the quarter related to additional expected future costs to complete these projects. These additional costs are related to procuring and transporting materials from third parties. We did these paving projects several years ago with the intention to produce our own materials. Now that we are no longer producing materials for the existing paving work, we must pay elevated and inflated market prices from vendors. We took the charges this quarter for the future expected cost of completing the work. It was best to lock in prices with vendors now and mitigate the long-run cost uncertainty associated with producing our own material. Large-scale materials production tied up our key people, including members of our management team, and would require significant resources to maintain. We have also shrunk the paving business to the point that it no longer makes sense to continue to operate the production assets. Ultimately, divesting from large-scale materials production and reallocating resources to our core operations is best for the long-term success of the business. We look forward to putting this legacy work behind us as we focus on the unprecedented opportunities in our core business. As a result of record awards last year, our backlog increased 36% to $2.7 billion from $2 billion at the end of the Q2 last year. Turning to upcoming bidding opportunities in our transportation segment. We've been shortlisted on three large projects in the Northeast, with combined engineer's estimates exceeding $1.5 billion, which include the Livingston Avenue Bridge replacement in Albany, the RFK Suspended Span retrofit in New York, and Connecticut River Bridge for Amtrak. We expect these projects to bid in the Q4 of this year. Two of these projects only have two bidders shortlisted. We are also pursuing over $2.5 billion of new pursuits on the West Coast, some of which include the earthquake-ready Burnside Bridge in Oregon, which is expected to bid this month, and the Golden Gate Bridge seismic retrofit in California. Notable opportunities in our civil segment, with combined engineer's estimates of approximately $1.4 billion, include the San Juan Lateral Water Treatment Plant for the Bureau of Reclamation, bidding in late summer, the Department of Defense ANSAW Tank Farm Facility project, bidding this fall, and Phase two of the North End Treatment Plant project in Winnipeg. We're currently working on Phase one of this project. We continue to be excited about what new federal funding will do for our business over the next decade. That being said, the new federal spending is yet to have a major impact on our financial results. We have seen an elevated amount of bidding, but have not seen a large impact in our backlog from these funds. At this point, we expect to begin to see the impact to revenue in late 2024 into 2025. With that, I will now turn the call over to Cody for a financial update. Thank you, Frank, and good morning, everyone. My prepared remarks will cover our financial performance for the Q2 of 2023. You can find additional details and information in the financial statements, footnotes, and management discussion and analysis that was filed on Form 10-Q last night. I would first like to address the select preliminary financial information we pre-announced last Thursday evening. As you are aware from previous filings with the Securities and Exchange Commission, or the SEC, there were a significant number of shares issued in private placements to certain founders of Legato Merger Corp. II, now known as Southland Holdings Inc. Prior to or in connection with the initial public offering of Legato Merger Corp. II. We refer to these shares as Sponsor Shares. In addition, there were a significant number of shares issued to the sellers of Southland Holdings, LLC, as part of the business combination with Southland Holdings, LLC. We refer to these shares as target shares. Pursuant to the terms of their respective agreements, the Sponsor Shares and the target shares were subject to lock-up provisions that expired 180 days after the closing of the business combination with respect to the Sponsor Shares, and 6 months after the closing of the business combination with respect to the target shares. As a result, the first trading day on which markets were open after the expiration of these lock-up provisions was yesterday, Monday 14 August. The company had reason to believe that non-affiliate shareholders may have had a desire to sell Sponsor Shares upon such expiration of the lock-up period. Pursuant to a registration rights agreement that was executed in connection with the business combination with Southland Holdings, LLC, we were obligated to file and maintain an effective resale registration statement on Form S-1 with the SEC, which we filed on 31 March 2023, and which went effective on 15 May 2023. As we previously announced, the company planned to, and subsequently did, file its Q2 earning information and Form 10-Q after trading hours yesterday, on Monday 14 August. In order to preserve the availability of this resale Form S-1 for selling shareholders on Monday 14 August after the expiration of the lock-up period, the company decided to pre-announce select preliminary financial information on Thursday in order for the market to have enough time to properly digest the information. Now to discuss our financial results for the period. Revenue for the Q2 of 2023 was $257 million, a decrease of $16 million, or 6%, from the same period in 2022. Both of our segments contributed lower period-over-period revenues. We won a record amount of new awards last year, and this work and these new starts continue to make an impact, albeit at a slower pace than initially expected as we progress through the year. As we mentioned on the last call, we always have the risk of revenue slipping into subsequent quarters from project delays, weather, permitting, and many other factors. Given the slower progress we have made through the first half of the year and certain unfavorable charges that significantly impacted revenue in the Q2, it will be difficult to grow revenue for the full year 2023 as compared with last year. Gross profit for the Q2 of 2023 was negative $34 million, a decrease of $72 million from the same period in 2022. Our gross profit margin was negative 13% in the Q2. The majority of this decrease was driven by our decision to discontinue the materials and paving line of business. Selling, general, and administrative costs in the quarter were $16 million, an increase of $3 million from the same period in 2022. This increase was primarily driven by costs related to being a public company. Operating income for the Q2 was negative $50 million, a decrease of $74 million from the same period in 2022. The majority of this decrease also was driven by our decision to discontinue the materials and paving line of business. Interest for the quarter was $4 million, an increase of $2 million from the same period in 2022. The majority of this increase was driven by increased borrowing costs and higher debt balances. Income tax benefit for the Q2 was $19 million, compared to an income tax expense of $2 million for the same period in 2022. The primary driver for the income tax benefit was negative gross profit from operations, as previously discussed. I'd like to point out that the majority of Southland subsidiaries had an S corp tax election in 2022 and earlier years, resulting in non-comparable tax treatment when comparing 2023 to prior years. On a go-forward basis, we expect the tax rate to be in the 20%-24% range, depending on certain tax credits, nondeductible items, and certain state and local taxes. We recorded a GAAP net loss of $13 million, or -$0.27 per share in the Q2, compared to net income of $19 million in the same period in 2022. Our weighted average basic share count was 46.9 million shares. Today, our basic shares outstanding are 47.9 million. We recorded an Adjusted net loss of $35 million, or -$0.76 per share, after backing out other income from changes in the fair value of the earn-out liability for 2023, offset by transaction-related expenses. This compares to an Adjusted net income of $19 million in the same period in 2022. In the Q2, we produced EBITDA, or earnings before interest, taxes, depreciation, and amortization, of negative $19 million and Adjusted EBITDA of negative $42 million after reversing out the benefit from changes in the fair value of the earn-out liability for 2023 and transaction-related expenses. This compares to EBITDA and Adjusted EBITDA of $35 million for the same period in 2022. To touch on segment performance. For the quarter, our civil segment had revenues of $66 million, a decrease of $9 million from the same period in 2022. Our civil segment gross profit was $6 million, a decrease of $6 million from the same period in 2022. As a percentage of revenue for the quarter, our civil segment had a gross profit margin of 9%, compared to 17% in the same period in 2022. For the quarter, our transportation segment had revenues of $191 million, a decrease of $7 million from the same period in 2022. Our transportation segment gross profit was -$40 million, a decrease of $65 million from the same period in 2022. As a percentage of revenue for the quarter, our transportation segment had a gross profit margin of -21%, compared to 12% for the same period in 2022. The materials and paving business line contributed $37 million to revenue and -$49 million to gross profit in the Q2. Our core operating results in this segment, or results excluding material and paving, would have been $154 million of revenue and $9 million of gross profit, for a gross profit margin of 6%. Turning to the balance sheet, as of 30 June 2023, we had net debt of $230 million, inclusive of cash and restricted cash of $54 million. We paid down $15 million on our secured notes this quarter before considering additional borrowings. Regarding backlog, our backlog decreased slightly from $2.9 billion at the end of the Q1 to $2.7 billion at the end of this quarter. During the Q1, we had $92 million in new awards, which compares to $255 million in new awards in the Q2 last year. For the first half of the year, we had new awards of $262 million. This compares to $295 million in the first half last year. Year-over-year, our backlog increased 36% from $2 billion at the end of the Q2 last year. Thank you for your commitment and time in Southland. I'll now pass the call back to Frank for closing remarks. I would like to express my gratitude to the incredible men and women who are part of our team and are making it happen day in and day out. We remain confident and positive on the outlook for our industry. Southland has deep-rooted industry experience, and I put our capabilities in specialty infrastructure construction up against all others in our industry. Our history in bridges, tunneling, transportation and facilities, marine, steel structures, water and wastewater treatment, and water pipeline end markets is second to none. I'll now pass the call back to the operator for questions. Thank you. Ladies and gentlemen, we will now begin the question-and-answer session. Should you have a question, please press star one. If you want to withdraw your question, please press star two. Your questions will be pulled in the order they are received. If you are using a speakerphone, please lift the handset before pressing any keys. One moment please for your first question. Your first question comes from Adam Thalhimer from Thompson Davis. Please go ahead. Hey, good morning, guys. Tough quarter. Good morning, Adam. Hey, Frank, can you talk about? You said you're no longer going after large paving jobs. It might be helpful if you just break down what you mean by that and how that differs from your ongoing focus, you know, after this incident. Yeah. Thanks, Adam. Large paving jobs where we have to produce our own materials, that are just roadway projects, we're not going after. We're gonna stay in on our core markets, on the transportation side, and focus on highly technical bridges and, and structures. Okay. You had a couple other jobs that were in a loss position also in Q2. Can you give me details on that? There was an American Bridge job, and then also, I think it was a Midwest Bridge job. Are those projects done? Those projects are, are, are not done. On, on one of those projects, Adam, you know, we started the project, and we had to go to a different method to get into this project. Both of these, you know, projects were bid pre-COVID. They're legacy projects, and, you know, we expect them to be winding down over the next year or so. Yeah. Okay. Adam, maybe to further bucket the impact there, you know, we picked up $2.2 billion of our $2.7 billion over the last six quarters, and so you can infer into the rest of that, you know, $500 million or so is the pre-COVID, pre-inflation era, and we expect the large majority of that to burn a 0% margin over the duration of those project lasts. Okay. That's good color, Cody. I, I sort of missed, we kind of went fast and furious through the bidding in the back half of the year. Maybe you can just kind of sum that up for us and bracket where you think backlog could end the year. You know, we're really, we're really excited about the market. We talked on the prepared remarks, three bridge opportunities in the Northeast, two on the West Coast, several in the Midwest, and the civil side as well. Those projects are starting to come out, but those are just a few of the highlight projects that we're really looking at, Adam. On some of these larger contracts, you don't know exactly when they're going to award, but the projects are out for bid in the third and Q4. We also had six jobs that totaled around $400 million, that we were the low bidder on. Five of these jobs, we were the only bidder on, that did not get awarded in the quarter as well. we expect those to be out- Why is that? There, there are a few different reasons they didn't get awarded. We were the only bidder on a majority of these projects, and some of our customers are required to readvertise these, these projects one more time before awarding. Some of these projects were bid with engineers' estimates, you know, set almost with pre-COVID and inflation prices. In some cases, engineers' estimates simply, you know, they just weren't correct. We, we expect these jobs to come out for rebid. Two of them, like I said, are already out for rebid. We're in communication with the owners. These, these jobs aren't, aren't going away. It's unusual for this many jobs, not to award, but, you know, we, we feel confident that budgets are, are being adjusted quickly, and especially on the highly technical projects that we're pursuing in the next two quarters. Okay. Last thing, I'll turn it over to Cody. Can you just talk a little bit about the back half of the year in terms of free cash flow expectations? Certainly. You know, this quarter, we generated $24 million of positive cash flow from operations. The timing on free cash flow conversion is really dependent on so many different items with respect to billing milestones, as well as change order settlements. Difficult to predict. You know, you heard in our opening comments that it'll be difficult to have year-over-year revenue growth, but we do look forward to continuing the trend of positive cash flow from operations. Okay. Thanks, guys. Thanks, Adam. Thanks, Adam. Thank you. Your next question comes from Christian Schwab from Craig-Hallum. Please go ahead. Hey, great. Thanks for taking my questions. Just on the remainder of the legacy backlog, you know, thanks for the color and how much is left, but how, you know, is, is all of this stuff done by the end of 2024? We, we shared the M&P work, has about a one to two year completion horizon on it, so that would take us out to, to mid-2025, with the, the tail being towards the end of that two-year period, Christian. The rest of that work is in a similar, similar category. I think we have one project that may tail off beyond that, but we expect substantially all of it to be complete within the next 12 and 24 months. Okay. Then, you know, there's always, you know, surprises, you know, in large construction projects in the bidding process. Do we believe that the remaining, you know, backlog has been, you know, vetted and bid as profitable as you think it was when you originally bid it? Is there, you know, any potential geographies or work that may not be in line with kind of historical EBITDA targets? Yeah. Thanks, Christian. great question. The $2.2 billion of the $2.7 billion, the backlog that we have, remaining, you know, we've, we've picked up over the last six quarters. We picked that up at a time frame coming off of, you know, record inflation, coming out of COVID, you know, so, so much uncertainty in a very limited bidding field. We knew exactly what our crews were, were producing on the jobs and in the areas with owners that we knew and had, had successfully completed projects with in the past. We're extremely confident in that work. The remaining work, you know, the legacy, projects that we have, we kinda, we kinda touched on. We've got those at a zero margin, go forward. As far as vetting the backlog that we have, for the $2.2 billion and the remaining work at completion, we're, we're confident in bringing, being able to bring that home at the numbers that were bid or adjusted to. I think Christian, maybe just add a little, little bit of color on the, on the cadence of the burn. You know, we mentioned the 12 to 24 months on that, that legacy backlog. Certainly over time, you'll see a larger pro rata contribution from this new work takeover. Just, just didn't, didn't see those projects ramp up and have the activity at the time, at, in the time frame we expected. Still coming, still feel very positive about that new work. Okay. And, you know, last quarter, we, we talked about, you know, the CHIPS Act and the infrastructure, you know, and middle mile work and lane fiber and the, and the potential to use your crews and your skill set for that, even though you didn't have a material business doing that previously. We didn't hear much about that on this conference call, you know, is that should we take that as, you know, we're not gonna pursue that as aggressively and stick to the knitting, kind of like we just talked about, and not get into projects we don't understand, like, potentially we got over our skis in, in paving? Or how should we be thinking about that? No, for, you know, for, for some of these projects, you know, the chip manufacturers, you know, they, they continue to move forward. Christian, we're not gonna do anything that's exactly in our core competencies right now. The portions of these plants that we're looking at are the pipelines, you know, the excavations, water, wastewater treatment plants, and that's exactly what we, what we do. These, these jobs are moving forward. As far as the middle, you know, the middle mile, we're really excited about that market. You know, it's another piece of, of our underground, and we've done quite a few of these, these projects in the past. They were just with a large water pipeline or, or something, something of that nature. With the amount of money that is gonna be spent in these areas, we're, we're geared up for it. We're ready to go. We haven't picked up a lot of these, these projects as of yet, but it helps us when our, you know, when our competition when these projects move forward, it helps us in, in these areas where our competition gets tied up. We all have, you know, a certain amount of resources, so it, it, it's benefiting us in indirect ways as well right now. Yeah, then Christian, it's Cody. I'd also add, you know, the skill set crossover between the underground work Frank mentioned and the middle mile stuff is much more homogenous than being in large-scale paving work. There's also a, a risk mitigation component on the contract deliveries, on the project delivery side of these contracts, where they're geared to CMGC awards. We're, we're not locked in to completing the scope of work beyond the design phase. It's likely, and we will certainly take a hard look at pursuing it, but we're not locked into a, you know, $ several hundred million contract in these middle mile awards under a CMGC model. Okay, great. Great color. Thank you. No other questions. Thanks, Christian. Thanks, Christian. Thank you. Your next question comes from Brent Thielman from D.A. Davidson. Please go ahead. Great, thanks. Good morning. Hey, Frank or Cody, on that zero margin backlog going forward, can you give us any sense for the average size of those jobs you're still working to complete? I'm just trying to understand, do you have some relatively larger projects embedded in that? Is this a series of smaller projects, just as we think about kind of the future potential cost risk as you continue to work through these? Yeah, Brent, great question. Let me ask a clarifier. Are you talking about initial contract size or remaining backlog on each individual project? I guess I'd say remaining, Cody. Yeah, it's a fairly even distribution. There isn't anyone that has a larger number of backlog to complete materially different than the others. And then Cody, I heard you say it'd be tough to grow revenue for the full year compared to, to last year at, at, at this stage. I mean, it looks like based on what you've got in the queue, you're gonna burn, call it $1.2 billion in revenue over the next four quarters. Should we still think that's, you know, I guess, of that $1.2 billion, is that still gonna be heavier weighted to the back half of this year or to the front half of next year? Just trying to get a sense around that. Yeah. The, that backlog burn off or that, that RUPO liability burn off, that 44% is what we're projecting over the next 12 months, you know, subject to, you know, the permitting issues, time delays, project delays that we also mentioned. Brent, I'd like to give you a little bit of different color, perhaps, on a related note, but to give a feel for the reduction in top-line revenue. When you look at what M&P's contributions have been, you know, where it was once nearly 40% of our backlog several years ago, it shrunk down to about 12% now. The M&P business line had revenue in 2022 of $244 million, with a negative margin as projects were completed of $32 million, and year-to-date being $95 million, with a $59 million loss as disclosed in the Q. There's certainly a component of that reduced top-line volume that we'll have to replace in our other end markets as we pick up new awards, to Frank's point, and the timing around those awards, you know, can slide from one quarter to the next, as we've discussed. Okay. Okay, yeah, I guess just the last one, Cody, just on, it looks like you made some changes to the capital structure subsequent to the end of the quarter. Maybe you could just talk through that, at how that gives you sort of adequate liquidity for what you need to do going forward. Just be helpful to hear those changes. Sure. Yeah. Yes. Yeah, thanks, Brent. You know, we disclosed in the subsequent events about our refinance of equipment term notes. This was just taking existing term notes that were a little over halfway through their, through their amortization life and taking advantage of the equity, the significant equity that we have in our PP&E. Normal cadence for us, as you'll see, of financing and refinancing equipment, because we do have a significant amount of consistent, dependable value in our construction equipment. Got it. Okay. Thank you. Was there any specific component of that, Brent, that I didn't answer? No, Cody, I, I'm sure we could talk offline, but, but appreciate the update. Thank you. Your next question comes from Julio Romero from Sidoti & Company. Please go ahead. Thanks. Hey, good morning, Frank and Cody. You know, I appreciate the color you guys gave on the historical M&P business, but was hoping for some more granularity into how much that business made up recently, maybe, you know, what% of sales and profits did M&P make up in 2022, either from a dollar perspective or a% of sales and profits? Yeah, Julio, thanks. Let me, let me, I guess, repeat to clarify those numbers for the, for 2022 and year-to-date 2023. M&P in 2022 was $244 million of revenue, with a negative margin of $32 million. That was entirely within our transportation segment in both periods. And year-to-date was $95 million of revenue, with negative gross profit of $59 million. You can, you can take that, and that'll get you those, those numbers you were looking for. Okay, got it. Really helpful. I guess, you know, you mentioned you locked in prices with, with vendors now for some of the materials for the M&P business. But as far as the other costs that you've estimated within that $49 million, I guess, just how would you have us think about, you know, the, the confidence in, in that number fully capturing the, the, the potential variable costs? Yeah, good, good, good question, Julio. You know, we, we do feel confident. We look at all known and estimable impacts, and, and take that assessment on future work. The, the nature of these being, you know, firm third-party price commitments, you know, we feel very good about those capturing what the increased material and, and delivery costs will be for this third party providing material. That, that area of additional recognized future costs, being booked in Q2, made up predominantly all of that $49 million charge in Q2 from M&P. Okay, got it. Cody, you talked earlier about the cadence of the M&P work, and how over time, the new work, the new work will make up a larger percentage of the overall sales, which makes sense. maybe from a dollar perspective, the, the, I think, implied $324 million through mid-2025 of M&P work, you've got to do... You know, do we just divide that number by eight quarters and model it that way? just how would you have us think about the cadence of the revenue dollars? Yeah, I mean, it, it's, it's certainly not going to be an even, you know, eight quarters. There will be some, some seasonality, you know, influences, as well as, you know, some of those projects being finished off earlier than others. But I don't have a, a definitive cadence that I'd provide over the next eight quarters for that work. Okay, got it. Really appreciate the color, guys. I'll hop back in queue. Thanks, Julio. Thank you. As a reminder, should you have a question, please press star one. There are no further questions at this time. Mr. Renda, you may proceed. Thank you all for joining us today. Talk to you next quarter. Thanks, everybody. Ladies and gentlemen, this concludes your conference call for today. We thank you for participating and ask that you please disconnect your lines.