Southland Holdings, Inc.
For the period ended Sep 30, 2025. Filed Nov 12, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 12, 2025
SLND$0.68-0.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-12.
0001558370-25-011241
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-12.
0001104659-25-110523
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 114 previous paragraphs and 118 current paragraphs.
74 unchanged; 30 reworded; 14 added; 8 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 11 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
Valuation Allowances for Deferred Tax Assets
Current report
We record income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets and liabilities are expected to be realized or settled. We assess the likelihood that our deferred tax
Current report
assets will be recoverable based on expected future taxable income. To the extent that we determine it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized, we establish a valuation allowance.
Current report
To the extent valuation allowances are established or increased in a period, we include an expense within the tax provision in our condensed consolidated statements of operations. During the third quarter of 2025, we recognized a valuation allowance of $62.5 million related to the Company’s net operating loss carryforward and other net deferred tax assets, which led to a $57.3 million non-cash expense, which is presented in the income tax expense (benefit) row in the condensed consolidated statement of operations, relating to the deferred tax asset valuation allowance. These valuation allowances may be released in future years when it is more likely than not that some portion or all of the deferred tax assets will be realized. In making such a determination, we will periodically evaluate whether or not all available evidence, such as future income and reversal of temporary differences, tax planning actions, and recent results of operations, provides sufficient positive evidence to offset any other negative evidence that may exist at such time. In the event the deferred tax valuation allowance is released, we would record an income tax benefit for a portion or all of the deferred tax valuation allowance released.
Current report
Income tax expense (benefit)
Current report
The Company is in a net deferred tax asset position for both U.S. federal and state income tax as of September 30, 2025. The Company assesses available positive and negative evidence to estimate whether sufficient taxable income will be generated to permit use of existing deferred income tax assets. The Company has incurred three years of cumulative losses in various jurisdictions including the U.S. Such objective evidence and recent changes in forecasts resulted in the Company establishing a valuation allowance against the net deferred tax assets related to U.S. federal and state income tax as of September 30, 2025, with the exception of the net deferred tax assets related to separate state filings for certain subsidiaries. As of September 30, 2025, the Company has recorded a valuation allowance of approximately $62.5 million related to its US federal and state net deferred tax assets, inclusive of current year activity, as they are determined to be more-likely-than-not to not be utilized.
Current report
Comparisons of the Nine Months Ended September 30, 2025 to the Nine Months Ended September 30, 2024
Current report
Selling, general, and administrative expenses for the nine months ended September 30, 2025, were $44.6 million, a decrease of $2.9 million, or 6.2%, compared to the nine months ended September 30, 2024. The decrease was primarily due to a $0.9 million decrease in stock compensation, a $0.7 million decrease in legal expense, a $0.6 million decrease in incentive compensation expense and a $0.6 million decrease in professional fees, compared to the same period in 2024.
Current report
Income tax expense (benefit)
Current report
The Company is in a net deferred tax asset position for both U.S. federal and state income tax as of September 30, 2025. The Company assesses available positive and negative evidence to estimate whether sufficient taxable income will be generated to permit use of existing deferred income tax assets. The Company has incurred three years of cumulative losses in various jurisdictions including the U.S. Such objective evidence and recent changes in forecasts resulted in the Company establishing a valuation allowance against the net deferred tax assets related to U.S. federal and state income tax as of September 30, 2025, with the exception of the net deferred tax assets related to separate state filings for certain subsidiaries. As of September 30, 2025, the Company has recorded a valuation allowance of approximately $62.5 million related to its US federal and state net deferred tax assets, inclusive of current year activity, as they are determined to be more-likely-than-not to not be utilized.
Current report
Revenue for the three months ended September 30, 2025, was $99.5 million, an increase of $43.6 million, or 78.1%, compared to the three months ended September 30, 2024. The increase was primarily attributable to increased revenues of $12.5 million from a water pipeline project in the Southwest and $9.0 million from a water facility project in the Pacific Northwest, both of which increased due to the projects being substantially started after September 30, 2024. The increase was also primarily attributable to increased revenues of $11.7 million from a tunnel project in Canada and $7.6 million from a tunnel project in the Southwest, both of which increased dueto the absence of certain prior year net unfavorable adjustments as compared to the same period in 2024.
Current report
Gross profit for the three months ended September 30, 2025, was $10.4 million, or 10.5% of segment revenue, compared to gross loss of $18.3 million, or (32.8)%, of segment revenue, for the three months ended September 30, 2024. The primary driver to the increase in gross profit of $28.8 million for the three months ended September 30, 2025 versus the same period in 2024 was primarily due to the absence of certain prior year net unfavorable adjustments, which led to a $25.1 million total increase in gross margin contribution from those related projects. The increase was also attributable to increased gross margin contributions of $2.4 million from a water pipeline project in the Southwest, $2.1 from a wastewater treatment plant project in Canada, $2.0 million from a water facility project in the Pacific Northwest, $1.8 million from a tunnel project in the Southwest and $1.2 million from a wastewater treatment plant project in the Southwest, all of which increased due to the projects being substantially started after September 30, 2024. These increases were offset by decreased gross margin contributions of $4.0 million from a water pipeline project in the Midwest and $3.5 million from a water project in the East, both due to unfavorable adjustments related to claims.
Current report
Comparisons of the Nine Months Ended September 30, 2025 to the Nine Months Ended September 30, 2024
Current report
Gross profit for the nine months ended September 30, 2025, was $47.7 million, or 16.8% of segment revenue, compared to $8.7 million, or 4.0% of segment revenue, for the nine months ended September 30, 2024. The primary driver to the increase of $39.0 million for the three months ended September 30, 2025 versus the same period in 2024 was primarily due to the absence of certain prior year net unfavorable adjustments, which led to a $28.6 million total increase in gross margin contribution from those related projects. The increase was also attributable to increased gross margin contributions of $6.9 million from a water pipeline project in the Southwest, $6.1 from a tunnel and water pipeline project in the Southwest and $4.3 million from a water facility project in the Pacific Northwest, all of which increased due to the projects being substantially started after September 30, 2024. These increases were offset by decreased gross margin contributions of $3.6 million from a water pipeline project in the Midwest and $3.4 million from a water project in the East, both due to unfavorable adjustments related to claims.
Removed paragraphs (8)
Previous report
Income tax benefit
Previous report
Comparisons of the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024
Previous report
Selling, general, and administrative expenses for the six months ended June 30, 2025, were $30.0 million, a decrease of $0.1 million, or 0.1%, compared to the six months ended June 30, 2024.
Previous report
Income tax benefit
Previous report
Gross profit for the three months ended June 30, 2025, was $14.6 million, or 17.9% of segment revenue, compared to gross profit of $9.2 million, or 11.5%, of segment revenue, for the three months ended June 30, 2024. The primary drivers to the increase in gross profit of $5.4 million for the three months ended June 30, 2025 versus the same period in 2024 was primarily due to the absence of certain prior year net unfavorable adjustments, which led to a $5.2 million increase in gross margin contribution from a tunnel project in Canada.
Previous report
Comparisons of the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024
Previous report
Revenue for the six months ended June 30, 2025, was $184.4 million, an increase of $20.8 million, or 12.7%, compared to the six months ended June 30, 2024. The increase was primarily attributable to increased revenues of $22.6 million from a water pipeline project in the Southwest and $10.6 million from a water facility project in the Pacific Northwest, both of which increased due to the projects being substantially started after June 30, 2024. These increases were offset by decreased revenue of $13.5 million from a water pipeline project in the Southwest that is approaching completion.
Previous report
Gross profit for the six months ended June 30, 2025, was $37.2 million, or 20.2% of segment revenue, compared to $27.0 million, or 16.5% of segment revenue, for the six months ended June 30, 2024. The primary drivers to the increase of $10.2 million were increased profit contribution of $5.2 million from a tunnel project in Canada due to an absence of certain prior year net unfavorable adjustments and $4.5 million from a water project in the Southwest with a higher margin substantially started after June 30, 2024.
Reworded paragraphs (30)
Previous wording
For the three months ended June 30, 2025, M&P contributed $21.7 million to revenue and $3.8 million in gross loss. There is additional information on the M&P gross loss in the Transportation portion of the Segment Results section of this Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. This compares to $8.9 million to revenue and $46.8 million to gross loss for the three months ended June 30, 2024. For the six months ended June 30, 2025, M&P contributed $39.8 million to revenue and $12.9 million in gross loss. This compares to $47.5 million to revenue and $57.1 million to gross loss for the six months ended June 30, 2024. As of June 30, 2025, approximately 4.3% of Southland’s backlog was in M&P and Southland estimates most of this work to be substantially completed in the next six months, with three projects extending into 2026.
Current wording
For the three months ended September 30, 2025, M&P contributed $22.9 million to revenue and $3.0 million to gross loss. There is additional information on the M&P gross loss in the Transportation portion of the Segment Results section of this Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. This compares to $17.5 million to revenue and $18.3 million to gross loss for the three months ended September 30, 2024. For the nine months ended September 30, 2025, M&P contributed $62.7 million to revenue and $15.9 million in gross loss. This compares to $65.0 million to revenue and $75.4 million to gross loss for the nine months ended September 30, 2024. As of September 30, 2025, approximately 3.9% of Southland’s backlog was in M&P and Southland estimates most of this work to be substantially completed in the next three months, with three projects extending into 2026.
Previous wording
Revenue for the six months ended June 30, 2025, was $454.9 million, a decrease of $84.7 million, or 15.7%, compared to the six months ended June 30, 2024. The decrease was attributable to a $105.5 million decrease in revenue in our Transportation segment primarily due to projects approaching completion, offset by a $20.8 million increase in revenue in our Civil segment primarily due to new projects substantially started after June 30, 2024.
Current wording
Revenue for the three months ended September 30, 2025, was $213.3 million, an increase of $40.0 million, or 23.1%, compared to the three months ended September 30, 2024. The increase was attributable to a $43.6 million increase in revenue in our Civil segment, offset by a $3.6 million decrease in revenue in our Transportation segment, both primarily due to projects approaching completion and the absence of certain prior year net unfavorable adjustments.
Previous wording
Cost of construction for the three months ended June 30, 2025, was $202.0 million, a decrease of $89.5 million, or 30.7%, compared to the three months ended June 30, 2024. The decrease was attributable to a $86.2 million decrease in our Transportation segment primarily due to projects approaching completion and impacts related to exiting the M&P business line, offset by a $3.3 million increase in our Civil segment primarily due to new projects substantially started after June 30, 2024.
Current wording
Cost of construction for the three months ended September 30, 2025, was $210.1 million, a decrease of $14.4 million, or 6.4%, compared to the three months ended September 30, 2024. The decrease was attributable to a $29.2 million decrease in our Transportation segment primarily due to projects approaching completion and impacts related to exiting the M&P business line, offset by a $14.8 million increase in our Civil segment primarily due to new projects substantially started after September 30, 2024.
Previous wording
Gross profit for the three months ended June 30, 2025, was $13.4 million, an improvement of $53.4 million, or 133.4%, compared to the three months ended June 30, 2024. The increase was attributable to a $47.9 million improvement in gross profit in our Transportation segment and a $5.4 million increase in gross profit in our Civil segment, both primarily due to the absence of certain prior year net unfavorable adjustments.
Current wording
Gross profit for the three months ended September 30, 2025, was $3.3 million, an increase of $54.4 million, or 106.4%, compared to the three months ended September 30, 2024. The increase was attributable to a $28.8 million increase in gross profit in our Civil segment and a $25.6 million improvement in gross loss in our Transportation segment, both primarily due to the absence of certain prior year net unfavorable adjustments.
Previous wording
Selling, general, and administrative expenses for the three months ended June 30, 2025, were $13.6 million, a decrease of $2.1 million, or 13.4%, compared to the three months ended June 30, 2024. The decrease was primarily due to a $2.2 million decrease in preconstruction expenses, compared to the same period in 2024.
Current wording
Selling, general, and administrative expenses for the three months ended September 30, 2025, were $14.6 million, a decrease of $2.9 million, or 16.6%, compared to the three months ended September 30, 2024. The decrease was primarily due to a $2.2 million decrease in compensation expense and a $0.7 million decrease in insurance expense, compared to the same period in 2024.
Previous wording
Interest expense for the six months ended June 30, 2025, was $18.9 million, an increase of $6.5 million, or 52.4%, compared to the six months ended June 30, 2024. The increase was primarily driven by a $1.9 million increase in interest expense related to the real estate transaction described in Note 2 of the unaudited condensed consolidated financial statements, $3.7 million due to the increase of interest rates on external borrowings and $0.9 million due to an increase in amortization of deferred financing costs, compared to the same period in 2024.
Current wording
Interest expense for the three months ended September 30, 2025, was $9.2 million, an increase of $1.6 million, or 21.9%, compared to the three months ended September 30, 2024. The increase was primarily driven by a $0.5 million increase in amortization of deferred financing costs and $1.1 million due to the increase of interest rates on external borrowings, compared to the same period in 2024.
Previous wording
Income tax benefit for the three months ended June 30, 2025, was $0.1 million, or an effective rate of 0.6%. The primary differences between the federal statutory tax rate of 21% and the effective rate were state income taxes, the recording of valuation allowances against certain subsidiaries’ separate company deferred tax assets, federal tax credits, the income earned in foreign jurisdictions with different tax rates than the domestic rate; however, that foreign income is included within U.S. taxable income through Section 951A Global Intangible Low-Taxed Income (“GILTI”) when the foreign rate is less than 90% of the domestic rate, and the impact of worldwide forecast on the interim calculations under ASC 740.
Current wording
Income tax expense for the three months ended September 30, 2025, was $57.2 million, or an effective rate of (289.0%). The primary differences between the federal statutory tax rate of 21% and the effective rate were state income taxes, the recording of valuation allowances against domestic subsidiaries’ net deferred tax assets, the income earned in foreign jurisdictions with different tax rates than the domestic rate; however, that foreign income is included within U.S. taxable income through Section 951A Global Intangible Low-Taxed Income (“GILTI”) when the foreign rate is less than 90% of the domestic rate, and the impact of worldwide forecast on the interim calculations under ASC 740.
Previous wording
Income tax benefit for the three months ended June 30, 2024, was $16.0 million, or an effective rate of 26.0%. The primary differences between the federal statutory tax rate of 21% and the effective rate were state income taxes, the recording of a valuation allowance against certain subsidiaries’ deferred tax assets, federal tax credits, the income earned in foreign jurisdictions with a zero tax rate; however, that foreign income is included within U.S. taxable income through GILTI, and the impact of worldwide forecast on the interim calculations under ASC 740.
Current wording
Income tax benefit for the three months ended September 30, 2024, was $17.1 million, or an effective rate of 22.9%. The primary differences between the federal statutory tax rate of 21% and the effective rate were state income taxes, the recording of a valuation allowance against certain subsidiaries’ net deferred tax assets, federal tax credits, the income earned in foreign jurisdictions with a zero tax rate; however, that foreign income is included within U.S. taxable income through GILTI, and the impact of worldwide forecast on the interim calculations under ASC 740.
Previous wording
The following table sets forth summary financial information for the six months ended June 30, 2025 and 2024:
Current wording
The following table sets forth summary financial information for the nine months ended September 30, 2025 and 2024:
Previous wording
Revenue for the three months ended June 30, 2025, was $215.4 million, a decrease of $36.1 million, or 14.4%, compared to the three months ended June 30, 2024. The decrease was attributable to a $38.3 million decrease in revenue in our Transportation segment primarily due to projects approaching completion, offset by a $2.2 million increase in revenue in our Civil segment primarily due to new projects substantially started after June 30, 2024.
Current wording
Revenue for the nine months ended September 30, 2025, was $668.2 million, a decrease of $44.7 million, or 6.3%, compared to the nine months ended September 30, 2024. The decrease was attributable to a $109.1 million decrease in revenue in our Transportation segment primarily due to projects approaching completion, offset by a $64.4 million increase in revenue in our Civil segment primarily due to new projects substantially started after September 30, 2024.
Previous wording
Cost of construction for the six months ended June 30, 2025, was $420.0 million, a decrease of $139.2 million, or 24.9%, compared to the six months ended June 30, 2024. The decrease was attributable to a $149.8 million decrease in our Transportation segment primarily due to projects approaching completion and impacts related to exiting the M&P business line, offset by a $10.6 million increase in our Civil segment primarily due to new projects substantially started after June 30, 2024.
Current wording
Cost of construction for the nine months ended September 30, 2025, was $630.1 million, a decrease of $153.5 million, or 19.6%, compared to the nine months ended September 30, 2024. The decrease was attributable to a $179.0 million decrease in our Transportation segment primarily due to projects approaching completion and impacts related to exiting the M&P business line, offset by a $25.5 million increase in our Civil segment primarily due to new projects substantially started after September 30, 2024.
Previous wording
Gross profit for the six months ended June 30, 2025, was $34.8 million, an improvement of $54.4 million, or 277.8%, compared to the six months ended June 30, 2024. The increase was attributable to a $44.2 million improvement in gross profit in our Transportation segment and a $10.2 million increase in gross profit in our Civil segment, both primarily due to the absence of certain prior year net unfavorable adjustments.
Current wording
Gross profit for the nine months ended September 30, 2025, was $38.1 million, an increase of $108.8 million, or 153.9%, compared to the nine months ended September 30, 2024. The increase was attributable to a $69.8 million improvement in gross profit in our Transportation segment and a $39.0 million increase in gross profit in our Civil segment, both primarily due to the absence of certain prior year net unfavorable adjustments.
Previous wording
Interest expense for the three months ended June 30, 2025, was $10.0 million, an increase of $3.3 million, or 48.6%, compared to the three months ended June 30, 2024. The increase was primarily driven by a $1.0 million increase in interest expense related to the real estate transaction described in Note 2 of the unaudited condensed consolidated financial statements, $1.4 million due to the increase of interest rates on external borrowings and $0.9 million due to an increase in amortization of deferred financing costs, compared to the same period in 2024.
Current wording
Interest expense for the nine months ended September 30, 2025, was $28.0 million, an increase of $8.1 million, or 40.9%, compared to the nine months ended September 30, 2024. The increase was primarily driven by a $1.9 million increase in interest expense related to the real estate transaction described in Note 2 of the unaudited condensed consolidated financial statements, $4.8 million due to the increase of interest rates on external borrowings and $1.4 million due to an increase in amortization of deferred financing costs, compared to the same period in 2024.
Previous wording
Income tax benefit for the six months ended June 30, 2025, was $0.4 million, or an effective rate of 2.9%. The primary differences between the federal statutory tax rate of 21% and the effective rate were state income taxes, federal tax credits, valuation allowances recorded against certain subsidiaries’ net deferred tax assets, and income earned in a foreign jurisdiction with different income tax rates from the domestic rate; however, that foreign income is included within U.S. taxable income through GILTI.
Current wording
Income tax expense for the nine months ended September 30, 2025, was $56.8 million, or an effective rate of (173.0%). The primary differences between the federal statutory tax rate of 21% and the effective rate were state income taxes, federal tax credits, valuation allowances recorded against domestic subsidiaries’ net deferred tax assets, and income earned in a foreign jurisdiction with different income tax rates from the domestic rate; however, that foreign income is included within U.S. taxable income through GILTI.
Previous wording
Income tax benefit for the six months ended June 30, 2024, was $15.7 million, or an effective rate of 25.9%. The primary differences between the federal statutory tax rate of 21% and the effective rate were state income taxes, federal tax credits, the income earned in foreign jurisdictions with a zero tax rate; however, that foreign income is included within U.S. taxable income through GILTI, and the recording of a valuation allowance against certain subsidiaries’ deferred tax assets.
Current wording
Income tax benefit for the nine months ended September 30, 2024, was $32.8 million, or an effective rate of 24.2%. The primary differences between the federal statutory tax rate of 21% and the effective rate were state income taxes, federal tax credits, the income earned in foreign jurisdictions with a zero tax rate; however, that foreign income is included within U.S. taxable income through GILTI, and the recording of a valuation allowance against certain subsidiaries’ net deferred tax assets.
Previous wording
Revenue for the three months ended June 30, 2025, was $133.9 million, a decrease of $38.3 million, or 22.2%, compared to the three months ended June 30, 2024. The decrease was primarily attributable to decreased revenues of $33.8 million from a project in the Bahamas and $18.6 million from an elevated roadway and bridge project in the Southeast due to both projects approaching completion. These decreases were offset by increased revenue of $10.2 from another project in the Bahamas due to the project being substantially started after June 30, 2024.
Current wording
Revenue for the three months ended September 30, 2025, was $113.9 million, a decrease of $3.6 million, or 3.1%, compared to the three months ended September 30, 2024. The decrease was primarily attributable to decreased revenues of $16.8 million from an elevated roadway and bridge project in the Southeast due to the project approaching completion and $14.8 million from a bridge project in the Southeast due to certain net unfavorable adjustments related to project delays. The decreases were offset by increased revenues of $8.4 million from another bridge project in the Southeast, $6.0 million from a bridge project in the Northeast and $5.1 million from a bridge project in the Northwest, due to the projects being substantially started after September 30, 2024. The decreases were also offset by increased revenue of $8.0 million from a bridge project in the Midwest due to the absence of certain prior year net unfavorable adjustments.
Previous wording
Gross loss for the three months ended June 30, 2025, was $1.2 million, or (0.9)% of segment revenue, compared to gross loss of $49.2 million, or (28.6)% of segment revenue, for the three months ended June 30, 2024. The primary driver to the decrease in gross loss of $47.9 million was due to an absence of certain prior year net unfavorable adjustments in the M&P business line of $45.6 million. Another driver to the decrease in gross loss was the increase in profit contribution of $10.1 million from a bridge project in the Midwest due to prior year net unfavorable adjustments of $17.2 million, compared to current year net unfavorable adjustments of $7.1 million. These decreases in gross loss were offset by an increase in gross loss of $7.4 million from an elevated roadway and bridge project in the Southeast due to project delays.
Current wording
Gross loss for the three months ended September 30, 2025, was $7.2 million, or (6.3)% of segment revenue, compared to gross loss of $32.8 million, or (27.9)% of segment revenue, for the three months ended September 30, 2024. The primary driver to the decrease in gross loss of $25.6 million was due to an absence of certain prior year net unfavorable adjustments, which led to increases in gross margin contributions of $9.2 million from a M&P project in the South, $3.6 million from a bridge project in the Southeast and $3.5 million from takeover work related to the American Bridge acquisition. Another driver to the decrease in gross loss was the increase in profit contribution of $10.1 million from a bridge project in the Midwest due to prior year net unfavorable adjustments of $17.0 million, compared to current year net unfavorable adjustments of $6.9 million driven by higher-than-expected project costs.
Previous wording
The following table sets forth segment information for the six months ended June 30, 2025 and 2024:
Current wording
The following table sets forth segment information for the nine months ended September 30, 2025 and 2024:
Previous wording
Revenue for the three months ended June 30, 2025, was $81.5 million, an increase of $2.2 million, or 2.7%, compared to the three months ended June 30, 2024. The increase was primarily attributable to increased revenues of $13.4 million from a water pipeline project in the Southwest, $4.9 million from a tunnel and water pipeline project in the Southwest and $4.5 million from a water facility project in the Pacific Northwest, all of which increased due to the projects being substantially started after June 30, 2024. These increases were offset by decreased revenues of $12.8 million from a wastewater treatment plant project in the Southeast due to certain unfavorable adjustments and $7.3 million from a water project in the West that is approaching completion.
Current wording
Revenue for the nine months ended September 30, 2025, was $283.9 million, an increase of $64.4 million, or 29.4%, compared to the nine months ended September 30, 2024. The increase was primarily attributable to increased revenues of $35.1 million from a water pipeline project in the Southwest, $19.6 million from a water facility project in the Pacific Northwest and $13.4 million from a wastewater treatment plant project in the Southwest, all of which increased due to the projects being substantially started after September 30, 2024.
Previous wording
Revenue for the six months ended June 30, 2025, was $270.4 million, a decrease of $105.5 million, or 28.1%, compared to the six months ended June 30, 2024. This was primarily attributable to decreased revenues of $92.4 million from a project in the Bahamas and $36.9 from takeover work related to the American Bridge acquisition, due to the projects approaching completion. These decreases were offset by increased revenue of $21.5 million from another project in the Bahamas due to the project substantially started after June 30, 2024.
Current wording
Revenue for the nine months ended September 30, 2025, was $384.3 million, a decrease of $109.2 million, or 22.1%, compared to the nine months ended September 30, 2024. The decrease was primarily attributable to decreased revenues of $97.9 million from a project in the Bahamas and $36.4 million from takeover work related to the American Bridge acquisition, due to the projects approaching completion. These decreases were offset by increased revenue of $25.8 million from a bridge project in the Northeast due to the project being substantially started after September 30, 2024.
Previous wording
Gross loss for the six months ended June 30, 2025, was $2.4 million, or (0.9)% of segment revenue, compared to gross loss of $46.6 million, or (12.4)% of segment revenue, for the six months ended June 30, 2024. The primary driver to the decrease in gross loss of $49.2 million was due to an absence of certain prior year net unfavorable adjustments in the M&P business line of $45.6 million. Another driver to the decrease in gross loss was the increase in profit contribution of $18.1 million from a bridge project in the Midwest due to prior year net unfavorable adjustments of $25.2 million, compared to current year net unfavorable adjustments of $7.1 million. These increases in profitability were offset by a decrease in gross margin contribution of $16.5 million from a project in the Bahamas that is approaching completion.
Current wording
Gross loss for the nine months ended September 30, 2025, was $9.5 million, or (2.5)% of segment revenue, compared to gross loss of $79.4 million, or (16.1)% of segment revenue, for the nine months ended September 30, 2024. The primary driver to the decrease in gross loss of $69.9 million was the increase in profit contribution of $35.9 million from an M&P project in the South due to prior year net unfavorable adjustments of $40.2 million, compared to current year net unfavorable adjustments of $4.4 million due to project delays. Another driver to the decrease in gross loss was the increase in profit contribution of $28.2 million from a bridge project in the Midwest due to prior year net unfavorable adjustments of $42.3 million, compared to current year net unfavorable adjustments of $14.0 million driven by higher-than-expected project costs.
Previous wording
In addition to our results determined in accordance with GAAP, we believe the following non-GAAP measures are useful in evaluating our operational performance. We use the following non-GAAP measures to evaluate our ongoing operations and for internal planning, forecasting and compensation purposes. We believe that the non-GAAP financial information may be
Current wording
In addition to our results determined in accordance with GAAP, we believe the following non-GAAP measures are useful in evaluating our operational performance. We use the following non-GAAP measures to evaluate our ongoing operations and for internal planning, forecasting and compensation purposes. We believe that the non-GAAP financial information may be helpful in assessing our operating performance and facilitates an alternative comparison between fiscal periods. The non-GAAP financial measures are not, and should not be viewed as, a substitute for GAAP reporting measures.
Previous wording
We will receive the proceeds from the exercise of Warrants for cash. We believe the likelihood that Warrant holders will exercise their Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our common stock. On August 1, 2025, the closing price of our common stock was $3.90 per share. To the extent the market price of our common stock remains below the exercise price of $11.50 per share, we believe that Warrant holders will be unlikely to exercise their Warrants for cash, resulting in little or no cash proceeds to us for any such exercise. To the extent we receive any cash proceeds, we expect to use such proceeds for general corporate and working capital purposes, which would increase our liquidity. However, we do not expect to rely materially on the cash exercise of Warrants to fund our operations.
Current wording
We will receive the proceeds from the exercise of Warrants for cash. We believe the likelihood that Warrant holders will exercise their Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our common stock. On November 3, 2025, the closing price of our common stock was $4.52 per share. To the extent the market price of our common stock remains below the exercise price of $11.50 per share, we believe that Warrant holders will be unlikely to exercise their Warrants for cash, resulting in little or no cash proceeds to us for any such exercise. To the extent we receive any cash proceeds, we expect to use such proceeds for general corporate and working capital purposes, which would increase our liquidity. However, we do not expect to rely materially on the cash exercise of Warrants to fund our operations.
Previous wording
The following table sets forth summary change in cash, cash equivalent and restricted cash for the six months ended June 30, 2025 and 2024:
Current wording
The following table sets forth summary change in cash, cash equivalent and restricted cash for the nine months ended September 30, 2025 and 2024:
Previous wording
Net cash provided by operating activities was $1.0 million during the six months ended June 30, 2025. During the six months ended June 30, 2025, the primary drivers in cash provided by operating activities were a decrease of $19.5 million in accounts receivable, $12.8 million in depreciation and amortization of deferred financing costs and an increase of $12.3 million in accounts payable and accrued liabilities, offset by an increase of $16.9 million in contract assets, $12.7 million in net loss, an increase of $10.4 million in other current assets and a decrease of $4.7 million in operating lease liabilities. Net cash provided by operating activities was $17.5 million during the six months ended June 30, 2024. During the six months ended June 30, 2024, the primary drivers in cash provided by operating activities were an increase of $77.2 million in accounts payable and accrued liabilities, an increase of $31.9 million in contract liabilities, a decrease of $27.4 million in contract assets and $11.1 million in depreciation and amortization, offset by an increase of $64.7 million in accounts receivables, $44.8 million in net loss, $15.9 million in deferred taxes and $3.2 million in earnings from equity method investments.
Current wording
Net cash provided by operating activities was $6.9 million during the nine months ended September 30, 2025. During the nine months ended September 30, 2025, the primary drivers in cash provided by operating activities were $57.2 million in deferred taxes, an increase of $28.2 million in accounts payable and accrued liabilities, an increase of $18.5 in contract liabilities and $17.5 million in depreciation and amortization, offset by $89.7 million in net loss and an increase of $23.1 million accounts receivable. Net cash provided by operating activities was $12.2 million during the nine months ended September 30, 2024. During the nine months ended September 30, 2024, the primary drivers in cash provided by operating activities were a decrease of $97.8 million in contract assets, an increase of $50.1 million in contract liabilities, $16.9 million in depreciation and amortization and $1.2 million increase in operating lease liabilities, offset by $105.1 million in net loss, $26.7 million in deferred taxes, and a decrease of $22.1 million in accounts payable and accrued liabilities.
Previous wording
Net cash provided by investing activities was $0.8 million during the six months ended June 30, 2025. During the six months ended June 30, 2025, the primary drivers in cash provided by investing activities were $3.4 million in proceeds from sale of property and equipment, offset by $2.9 million in purchases of property and equipment. Net cash provided by investing activities was $3.0 million during the six months ended June 30, 2024. During the six months ended June 30, 2024, the primary drivers in cash provided by investing activities were proceeds from sale of property and equipment of $3.2 million and distributions from investees of $4.2 million, offset by purchases of property and equipment of $4.2 million.
Current wording
Net cash provided by investing activities was $3.1 million during the nine months ended September 30, 2025. During the nine months ended September 30, 2025, the primary drivers in cash provided by investing activities were $6.3 million in proceeds from sale of property and equipment, offset by $3.4 million in purchases of property and equipment. Net cash provided by investing activities was $2.3 million during the nine months ended September 30, 2024. During the nine months ended September 30, 2024, the primary drivers in cash provided by investing activities were $4.5 million in proceeds from sale of property and equipment and $4.2 million in distributions from investees, offset by $6.2 million in purchases of property and equipment.
Previous wording
Net cash used in financing activities was $26.1 million for the six months ended June 30, 2025. During the six months ended June 30, 2025, the primary drivers in cash used in financing activities were $25.2 million in payments on notes payable and $0.5 million in payments of finance lease and financing obligations. Net cash used in financing activities was $15.1 million for the six months ended June 30, 2024. During the six months ended June 30, 2024, the primary drivers in cash used in financing activities were $36.9 million of payments on notes payable and $2.7 million of payments on finance leases, offset by $24.7 million of borrowings on notes payable.
Current wording
Net cash used in financing activities was $40.3 million for the nine months ended September 30, 2025. During the nine months ended September 30, 2025, the primary drivers in cash used in financing activities were $39.0 million in payments on notes payable and $0.8 million in payments of finance lease and financing obligations. Net cash provided by financing activities was $28.4 million for the nine months ended September 30, 2024. During the nine months ended September 30, 2024, the primary drivers in cash provided by financing activities were $167.8 million in borrowings on notes payable and $42.5 million in proceeds from financing obligations, offset by $95.0 million of payments on the Revolving Credit Facility (as defined below), $80.6 million in payments on notes payable and $5.5 million in payments of deferred financing costs.
Previous wording
As of June 30, 2025, we had total debt of $278.6 million, of which $48.9 million is due within the next twelve months.
Current wording
As of September 30, 2025, we had total debt of $267.8 million, of which $51.4 million is due within the next twelve months.
Previous wording
Subsequent to the year ended December 31, 2024, the Company and Administrative Agent entered into a first amendment to the Credit Facility that removed an Administrative Agent-requested borrowing base reserve amount in exchange for certain additional reporting obligations and a personal guarantee from Frank Renda, the Company’s President and Chief Executive Officer, on any draws made on the Delayed Draw. As such, the Company has access to the Delayed Draw facility as supported by the borrowing base calculation and as of June 30, 2025, $17.3 million was available.
Current wording
Subsequent to the year ended December 31, 2024, the Company and Administrative Agent entered into a first amendment to the Credit Facility that removed an Administrative Agent-requested borrowing base reserve amount in exchange for certain additional reporting obligations and a personal guarantee from Frank Renda, the Company’s President and Chief Executive Officer, on any draws made on the Delayed Draw. As such, the Company has access to the Delayed Draw facility as supported by the borrowing base calculation and as of September 30, 2025, $18.7 million was available.
Previous wording
In July 2024, the Company made a $3.0 million payment on the Revolving Credit Facility, in connection with the real estate transaction described in Note 2 of the unaudited condensed consolidated financial statements. On August 9, 2024, a principal payment of $2.5 million was made and the Revolving Credit Facility limit was reduced to $84.5 million. An additional payment of $10.0 million was made on September 15, 2024, which further reduced the Revolving Credit Facility limit to $74.5 million. The Company used a portion of the Term Loan proceeds to pay in full outstanding amounts under the Revolving Credit
Current wording
In July 2024, the Company made a $3.0 million payment on the Revolving Credit Facility, in connection with the real estate transaction described in Note 2 of the unaudited condensed consolidated financial statements. On August 9, 2024, a principal payment of $2.5 million was made and the Revolving Credit Facility limit was reduced to $84.5 million. An additional payment of $10.0 million was made on September 15, 2024, which further reduced the Revolving Credit Facility limit to $74.5 million. The Company used a portion of the Term Loan proceeds to pay in full outstanding amounts under the Revolving Credit Facility. Concurrently with the Company’s entry into the Credit Agreement, the Company terminated the Revolving Credit Facility.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
helpful in assessing our operating performance and facilitates an alternative comparison between fiscal periods. The non-GAAP financial measures are not, and should not be viewed as, a substitute for GAAP reporting measures.
Previous report — wording carried elsewhere
Facility. Concurrently with the Company’s entry into the Credit Agreement, the Company terminated the Revolving Credit Facility.