8-K
Sterling Infrastructure, Inc. (STRL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| FORM 8-K |
|---|
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 2025
| STERLING INFRASTRUCTURE, INC. | ||||||
|---|---|---|---|---|---|---|
| (Exact name of registrant as specified in its charter) | ||||||
| Delaware | 001-31993 | 25-1655321 | ||||
| (State or other jurisdiction of incorporation<br>or organization) | (Commission File Number) | (I.R.S. Employer<br>Identification No.) | ||||
| 1800 Hughes Landing Blvd.<br><br>The Woodlands, Texas | 77380 | |||||
| (Address of principal executive offices) | (Zip Code) | |||||
| Registrant’s telephone number, including area code: (281) 214-0777 | Securities registered pursuant to Section 12(b) of the Act: | |||||
| --- | --- | --- | ||||
| Common Stock, $0.01 par value per share | STRL | The NASDAQ Stock Market LLC | ||||
| (Title of Class) | (Trading Symbol) | (Name of each exchange on which registered) | Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | |||
| --- | --- | |||||
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2 of this chapter). | ||||
| --- | --- | |||||
| Emerging growth company | ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | |||
| --- | --- |
Item 2.02 Results of Operations and Financial Condition.
| On May 5, 2025, Sterling Infrastructure, Inc. (the “Company”) issued a press release announcing financial results for the three months ended March 31, 2025 and providing updated full year 2025 guidance. The press release is being furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.<br><br><br><br>The information provided in this Item 2.02 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act, nor shall it be incorporated by reference in any filing made by the Company pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto. |
|---|
Item 7.01 Regulation FD Disclosure.
| On May 6, 2025, the Company will host a conference call to discuss the first quarter 2025 results as well as corporate developments. The slides to be used during the conference call are being furnished with this Current Report on Form 8-K as Exhibit 99.2 and are incorporated herein by reference.<br><br><br><br>The information provided in this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act, nor shall it be incorporated by reference in any filing made by the Company pursuant to the Exchange Act or the Securities Act, other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto. |
|---|
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | ||||
|---|---|---|---|---|---|
| 99.1 | Press release, dated May 5, 2025 | ||||
| 99.2 | Presentation slides, dated May 6, 2025 | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
| SIGNATURES | |||||
| --- | |||||
| Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | STERLING INFRASTRUCTURE, INC. | ||||
| --- | --- | --- | --- | ||
| Date: | May 5, 2025 | By: | /s/ Ronald A. Ballschmiede | ||
| Ronald A. Ballschmiede | |||||
| Chief Financial Officer |
Document
Exhibit 99.1
NEWS RELEASE
For Immediate Release:
May 5, 2025
Sterling Reports First Quarter 2025 Results and Increases Full Year Guidance
THE WOODLANDS, TX – May 5, 2025 – Sterling Infrastructure, Inc. (NasdaqGS: STRL) (“Sterling” or the “Company”) today announced financial results for the first quarter of 2025.
The financial comparisons herein are to the prior year quarter, unless otherwise noted.
Due to the deconsolidation of the RHB joint venture on December 31, 2024, RHB is no longer included in consolidated revenue or backlog. As such, prior-year comparisons for these metrics are on an adjusted, pro forma basis to exclude RHB. Please see the "Historical Quarterly Backlog Information” section below for reconciliations to historical figures.
First Quarter 2025 Results
•Revenues of $430.9 million. Revenues increased 7% excluding RHB from the prior year quarter.
•Gross margin of 22.0%, up from 17.5%
•Net income of $39.5 million, or $1.28 per diluted share, increases of 27% and 28%, respectively
•Adjusted net income(1) of $50.2 million, or $1.63 per diluted share, increases of 28% and 29%, respectively
•EBITDA(1) of $72.1 million, an increase of 30%
•Adjusted EBITDA(1) of $80.3 million, an increase of 31%
•Cash flows from operations totaled $84.9 million
•Cash and cash equivalents totaled $638.6 million at March 31, 2025
•Backlog at March 31, 2025 was $2.13 billion
•Combined backlog(2) at March 31, 2025 was $2.23 billion
Drake Concrete Acquisition
During the first quarter of 2025, Sterling closed on the acquisition of Drake Concrete, LLC, a provider of concrete slabs for residential home builders in the Dallas-Fort Worth market. The acquisition strengthens Sterling’s geographic footprint within the DFW metroplex and expands and deepens the customer base, given limited customer overlap with Tealstone. Sterling anticipates that Drake will contribute approximately $55 million of revenue and $6.5 million in adjusted EBITDA in 2025. The purchase price was $25 million in cash plus a four year earn-out opportunity. Drake will be included in the Building Solutions segment.
CEO Remarks and Outlook
“Sterling is off to a great start in 2025, as we grew our first quarter adjusted net income by 28% to deliver adjusted diluted EPS of $1.63,” stated Joe Cutillo, Sterling’s Chief Executive Officer. “Revenue growth in the quarter was a solid 7%, on a pro forma basis, fueled by strong 18% growth in E-Infrastructure Solutions and 9% growth in Transportation Solutions. Gross profit margins in the quarter of 22% remained extremely strong as we have shifted the business toward higher-margin service offerings, and contributed to adjusted EBITDA growth of 31%.”
Mr. Cutillo continued, “We ended the quarter with backlog of $2.1 billion, a 17% increase compared to the prior year first quarter on a like-for-like basis. Our book-to-burn ratio in the quarter was 2.2x. Notably, E-Infrastructure Solutions had
(1) See “Non-GAAP Measures”, “Adjusted Net Income Reconciliation”, and “EBITDA Reconciliation” sections below for more information.
(2) Combined Backlog includes Unsigned Awards of $103.2 million at March 31, 2025.
another strong quarter for awards, as backlog reached over $1.2 billion and grew 27% compared to the prior year. Additionally, our pipeline of high-probability future phase work continues to grow. Our operating cash flow generation in the first quarter was again excellent at $85 million, driving our net cash position to $329 million, and supporting share repurchases of $44 million.”
Mr. Cutillo added, “In E-Infrastructure Solutions, we achieved 18% revenue growth and 61% adjusted operating income growth in the first quarter as adjusted operating margins expanded nearly 618 basis points to reach 23.2%. This excellent margin profile reflects our shift toward large mission-critical projects, including data centers and manufacturing, where our scale, superior execution, and track record of delivering projects on time are extremely valuable to our customers. The data center market remains very active and now represents over 65% of E-Infrastructure backlog.
Transportation Solutions revenue increased 9% and adjusted operating income grew 60%. We continue to see good demand and project opportunities in our core Rocky Mountain and Arizona regions. The downsizing of our low-bid Texas heavy highway business is progressing to plan. This shift will weigh on revenue and backlog in the near term, but will benefit margins as we move through 2025.
In Building Solutions, revenue declined 14% and adjusted operating income declined 18%. Our residential businesses continued to be impacted by the slowdown in the housing market, as prospective homebuyers are facing affordability challenges. Additionally, weather conditions were unusually severe in the quarter. We remain bullish on the multi-year demand trends in our key geographies.”
“We believe 2025 will be another excellent year for Sterling as we continue to drive bottom line growth that outpaces top line growth. We are raising our 2025 guidance to reflect our strong first quarter performance, backlog, and the impact of share repurchases. The midpoint of our revised 2025 guidance would represent 12% revenue growth pro forma for the new RHB accounting methodology, 22% adjusted diluted earnings per share growth and 23% adjusted EBITDA growth,” Mr. Cutillo concluded.
Full Year 2025 Guidance
•Revenue of $2.05 billion to $2.15 billion
•Net Income of $222 million to $239 million
•Diluted EPS of $7.15 to $7.65
•EBITDA(1) of $381 million to $403 million
Full Year 2025 Adjusted Guidance
Please see the “Adjusted Net Income Guidance Reconciliation” and “EBITDA Guidance Reconciliation” sections below for reconciliations of GAAP to non-GAAP measures and comparable 2024 results.
•Adjusted Net Income(1) of $262 million to $278 million
•Adjusted Diluted EPS(1) of $8.40 to $8.90
•Adjusted EBITDA(1) of $410 million to $432 million
Conference Call
Sterling’s management will hold a conference call to discuss these results and recent corporate developments on Tuesday, May 6, 2025 at 9:00 a.m. ET/8:00 a.m. CT. Interested parties may participate in the call by dialing (800) 836-8184. Please call in 10 minutes before the conference call is scheduled to begin and ask for the Sterling Infrastructure call. To coincide with the conference call, Sterling will post a slide presentation at www.strlco.com on the Events & Presentations section of the Investor Relations tab. Following management’s opening remarks, there will be a question and answer session.
To listen to a simultaneous webcast of the call, please go to the Company’s website at www.strlco.com at least 15 minutes early to download and install any necessary audio software. If you are unable to listen live, the conference call webcast will be archived on the Company’s website for 30 days.
(1) See “Non-GAAP Measures”, “Adjusted Net Income Guidance Reconciliation” and “EBITDA Guidance Reconciliation” sections below for more information.
About Sterling
Sterling operates through a variety of subsidiaries within three segments specializing in E-Infrastructure, Transportation and Building Solutions in the United States, primarily across the Southern, Northeastern, Mid-Atlantic and Rocky Mountain regions and the Pacific Islands. E-Infrastructure Solutions provides advanced, large-scale site development services for manufacturing, data centers, distribution centers, warehousing, power generation and more. Transportation Solutions includes infrastructure and rehabilitation projects for highways, roads, bridges, airports, ports, rail and storm drainage systems. Building Solutions includes residential and commercial concrete foundations for single-family and multi-family homes, parking structures, elevated slabs, other concrete work, plumbing services, and surveys for new single-family residential builds. From strategy to operations, we are committed to sustainability by operating responsibly to safeguard and improve society’s quality of life. Caring for our people and our communities, our customers and our investors – that is The Sterling Way.
Joe Cutillo, CEO, “We build and service the infrastructure that enables our economy to run, our people to move and our country to grow.”
(1) See “Non-GAAP Measures”, “Adjusted Net Income Guidance Reconciliation” and “EBITDA Guidance Reconciliation” sections below for more information.
Important Information for Investors and Stockholders
Non-GAAP Measures
This press release contains “Non-GAAP” financial measures as defined under Regulation G of the amended U.S. Securities Exchange Act of 1934. The Company reports financial results in accordance with U.S. generally accepted accounting principles (“GAAP”), but the Company believes that certain Non-GAAP financial measures provide useful supplemental information to investors regarding the underlying business trends and performance of the Company’s ongoing operations and are useful for period-over-period comparisons of those operations.
Non-GAAP measures may include adjusted net income, adjusted EPS, EBITDA and adjusted EBITDA, in each case excluding the impacts of certain identified items. The excluded items represent items that the Company does not consider to be representative of its normal operations. The Company believes that these measures are useful for investors to review, because they provide a consistent measure of the underlying financial results of the Company’s ongoing business and, in the Company’s view, allow for a supplemental comparison against historical results and expectations for future performance. Furthermore, the Company uses each of these to measure the performance of the Company’s operations for budgeting and forecasting, as well as for determining employee incentive compensation. However, Non-GAAP measures should not be considered as substitutes for net income, EPS, or other data prepared and reported in accordance with GAAP and should be viewed in addition to the Company’s reported results prepared in accordance with GAAP.
Reconciliations of Non-GAAP financial measures to the most comparable GAAP measures are provided in the tables included within this press release.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains statements that are considered forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which may include statements about: our business strategy; our financial strategy; our industry outlook; our guidance; our expected margin growth; and our plans, objectives, expectations, forecasts, outlook and intentions. All of these types of statements, other than statements of historical fact included in this press release, are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “guidance,” “continue,” the negative of such terms or other comparable terminology. The forward-looking statements contained in this press release are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this press release are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors listed in the “Risk Factors” section in our filings with the U.S. Securities and Exchange Commission and elsewhere in those filings. Additional factors or risks that we currently deem immaterial, that are not presently known to us or that arise in the future could also cause our actual results to differ materially from our expected results. Given these uncertainties, investors are cautioned that many of the assumptions upon which our forward-looking statements are based are likely to change after the date the forward-looking statements are made. The forward-looking statements speak only as of the date made, and we undertake no obligation to publicly update or revise any forward-looking statements for any reason, whether as a result of new information, future events or developments, changed circumstances, or otherwise, notwithstanding any changes in our assumptions, changes in business plans, actual experience or other changes. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.
| Company Contact:<br><br>Sterling Infrastructure, Inc.<br><br>Noelle Dilts, VP Investor Relations and Corporate Strategy<br><br>281-214-0795 |
|---|
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
| Three Months Ended March 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Revenues | $ | 430,949 | $ | 440,360 |
| Cost of revenues | (336,109) | (363,456) | ||
| Gross profit | 94,840 | 76,904 | ||
| General and administrative expense | (34,631) | (27,298) | ||
| Intangible asset amortization | (4,503) | (4,297) | ||
| Acquisition related costs | (179) | (36) | ||
| Earn-out expense | (1,343) | (1,000) | ||
| Other operating income (expense), net | 1,892 | (2,148) | ||
| Operating income | 56,076 | 42,125 | ||
| Interest income | 6,827 | 5,902 | ||
| Interest expense | (5,232) | (6,664) | ||
| Income before income taxes | 57,671 | 41,363 | ||
| Income tax expense | (15,080) | (7,604) | ||
| Net income, including noncontrolling interests | 42,591 | 33,759 | ||
| Less: Net income attributable to noncontrolling interests | (3,114) | (2,711) | ||
| Net income attributable to Sterling common stockholders | $ | 39,477 | $ | 31,048 |
| Net income per share attributable to Sterling common stockholders: | ||||
| Basic | $ | 1.29 | $ | 1.00 |
| Diluted | $ | 1.28 | $ | 1.00 |
| Weighted average common shares outstanding: | ||||
| Basic | 30,547 | 30,977 | ||
| Diluted | 30,881 | 31,186 |
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
SEGMENT INFORMATION
(In thousands)
(Unaudited)
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| Revenues | 2025 | % of Revenue | 2024 | % of Revenue | ||
| E-Infrastructure Solutions | $ | 218,263 | 51% | $ | 184,476 | 42% |
| Transportation Solutions | 120,661 | 28% | 148,969 | 34% | ||
| Building Solutions | 92,025 | 21% | 106,915 | 24% | ||
| Total Revenues | $ | 430,949 | $ | 440,360 | ||
| Operating Income | ||||||
| E-Infrastructure Solutions | $ | 46,642 | 21.4% | $ | 27,169 | 14.7% |
| Transportation Solutions | 11,253 | 9.3% | 8,132 | 5.5% | ||
| Building Solutions | 12,352 | 13.4% | 15,775 | 14.8% | ||
| Segment Operating Income | 70,247 | 16.3% | 51,076 | 11.6% | ||
| Corporate G&A Expense | (12,649) | (7,915) | ||||
| Acquisition Related Costs | (179) | (36) | ||||
| Earn-out Expense | (1,343) | (1,000) | ||||
| Total Operating Income | $ | 56,076 | 13.0% | $ | 42,125 | 9.6% |
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)
| March 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 638,647 | $ | 664,195 |
| Accounts receivable | 285,751 | 247,050 | ||
| Contract assets | 48,704 | 55,387 | ||
| Receivables from and equity in construction joint ventures | 6,912 | 5,811 | ||
| Receivable from affiliate | — | 32,054 | ||
| Other current assets | 17,720 | 17,383 | ||
| Total current assets | 997,734 | 1,021,880 | ||
| Property and equipment, net | 244,659 | 236,795 | ||
| Investment in unconsolidated subsidiary | 109,291 | 107,400 | ||
| Operating lease right-of-use assets, net | 48,264 | 52,668 | ||
| Goodwill | 283,664 | 264,597 | ||
| Other intangibles, net | 333,694 | 316,390 | ||
| Other non-current assets, net | 17,233 | 17,044 | ||
| Total assets | $ | 2,034,539 | $ | 2,016,774 |
| Liabilities and Stockholders’ Equity | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 128,885 | $ | 130,420 |
| Contract liabilities | 534,388 | 508,846 | ||
| Current maturities of long-term debt | 26,419 | 26,423 | ||
| Current portion of long-term lease obligations | 19,333 | 20,498 | ||
| Accrued compensation | 24,918 | 36,774 | ||
| Other current liabilities | 22,826 | 18,997 | ||
| Total current liabilities | 756,769 | 741,958 | ||
| Long-term debt | 283,603 | 289,898 | ||
| Long-term lease obligations | 29,334 | 32,455 | ||
| Deferred tax liability, net | 110,010 | 109,360 | ||
| Other long-term liabilities | 27,896 | 16,625 | ||
| Total liabilities | 1,207,612 | 1,190,296 | ||
| Stockholders’ equity: | ||||
| Common stock | 312 | 312 | ||
| Additional paid in capital | 283,050 | 288,395 | ||
| Treasury stock, at cost | (99,918) | (63,121) | ||
| Retained earnings | 621,972 | 582,495 | ||
| Total Sterling stockholders’ equity | 805,416 | 808,081 | ||
| Noncontrolling interests | 21,511 | 18,397 | ||
| Total stockholders’ equity | 826,927 | 826,478 | ||
| Total liabilities and stockholders’ equity | $ | 2,034,539 | $ | 2,016,774 |
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Three Months Ended March 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Cash flows from operating activities: | ||||
| Net income | $ | 42,591 | $ | 33,759 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||
| Depreciation and amortization | 16,991 | 16,258 | ||
| Amortization of debt issuance costs and non-cash interest | 256 | 305 | ||
| Gain on disposal of property and equipment | (782) | (585) | ||
| Equity in earnings from unconsolidated subsidiary | (1,892) | — | ||
| Deferred taxes | 650 | 1,517 | ||
| Stock-based compensation | 6,683 | 4,586 | ||
| Changes in operating assets and liabilities | 20,386 | (6,249) | ||
| Net cash provided by operating activities | 84,883 | 49,591 | ||
| Cash flows from investing activities: | ||||
| Acquisitions, net of cash acquired | (37,860) | (1,016) | ||
| Capital expenditures | (17,924) | (22,432) | ||
| Proceeds from sale of property and equipment | 1,573 | 2,401 | ||
| Net cash used in investing activities | (54,211) | (21,047) | ||
| Cash flows from financing activities: | ||||
| Repayments of debt | (6,606) | (6,678) | ||
| Repurchase of common stock | (43,846) | — | ||
| Withholding taxes paid on net share settlement of equity awards | (5,768) | (13,015) | ||
| Net cash used in financing activities | (56,220) | (19,693) | ||
| Net change in cash, cash equivalents, and restricted cash | (25,548) | 8,851 | ||
| Cash, cash equivalents and restricted cash at beginning of period | 664,195 | 471,563 | ||
| Cash, cash equivalents and restricted cash at end of period | 638,647 | 480,414 | ||
| Less: restricted cash | — | — | ||
| Cash and cash equivalents at end of period | $ | 638,647 | $ | 480,414 |
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
ADJUSTED NET INCOME RECONCILIATION
(In thousands)
(Unaudited)
| 2024 | |||
| Net income attributable to Sterling common stockholders | 39,477 | $ | 31,048 |
| Non-cash stock-based compensation | 4,586 | ||
| Intangible asset amortization (1) | 4,297 | ||
| Acquisition related costs | 36 | ||
| Earn-out expense | 1,000 | ||
| Income tax impact of adjustments | (1,823) | ||
| Adjusted net income attributable to Sterling common stockholders (2) | 50,244 | $ | 39,144 |
| Net income per share attributable to Sterling common stockholders: | |||
| Basic | 1.29 | $ | 1.00 |
| Diluted | 1.28 | $ | 1.00 |
| Adjusted net income per share attributable to Sterling common stockholders: | |||
| Basic | 1.64 | $ | 1.26 |
| Diluted | 1.63 | $ | 1.26 |
| Weighted average common shares outstanding: | |||
| Basic | 30,977 | ||
| Diluted | 31,186 | ||
| (1) For the three months ended March 31, 2025, intangible asset amortization includes 1,871 related to the fair value step up recognized in the deconsolidation of RHB on December 31, 2024. | |||
| (2) The Company defines adjusted net income attributable to Sterling common stockholders as GAAP net income attributable to Sterling common stockholders excluding non-cash stock-based compensation, intangible asset amortization, acquisition related costs, earn-out expense, and the income tax impact of these adjustments. The tax impact of adjustments is determined by using the Company's quarterly and annual effective tax rate, as applicable, unless the nature of the item requires application of a specific tax rate. |
All values are in US Dollars.
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
EBITDA RECONCILIATION
(In thousands)
(Unaudited)
| 2024 | |||
| Net income attributable to Sterling common stockholders | 39,477 | $ | 31,048 |
| Depreciation and amortization (1) | 16,258 | ||
| Interest (income) expense, net | 762 | ||
| Income tax expense | 7,604 | ||
| EBITDA(2) | 55,672 | ||
| Non-cash stock-based compensation | 4,586 | ||
| Acquisition related costs | 36 | ||
| Earn-out expense | 1,000 | ||
| Adjusted EBITDA(3) | 80,304 | $ | 61,294 |
| (1) For the three months ended March 31, 2025, depreciation and amortization includes 1,871 of intangible asset amortization and 275 of depreciation expense related to the fair value step up recognized in the deconsolidation of RHB on December 31, 2024. | |||
| (2) The Company defines EBITDA as GAAP net income attributable to Sterling common stockholders adjusted for depreciation and amortization, net interest income/expense and income tax expense. | |||
| (3) The Company defines adjusted EBITDA as EBITDA excluding the impact of non-cash stock-based compensation, acquisition related costs, and earn-out expense. |
All values are in US Dollars.
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
NON-GAAP SEGMENT INFORMATION
(In thousands)
(Unaudited)
| The table below presents the three months ended March 31, 2025 and 2024 revenue and operating income by segment as adjusted for the 2024 period to conform to our 2025 presentation reflecting the deconsolidation of RHB on revenue and to exclude the impact of non-cash stock-based compensation, intangible asset amortization, acquisition related costs, and earn-out expense on operating income: | |||||
|---|---|---|---|---|---|
| Revenues (Excluding RHB) | % of Revenue | 2024 | % of Revenue | ||
| E-Infrastructure Solutions | 218,263 | 51% | $ | 184,476 | 46% |
| Transportation Solutions | 28% | 110,505 | 27% | ||
| Building Solutions | 21% | 106,915 | 27% | ||
| Total Revenues (Excluding RHB) (1) | 430,949 | $ | 401,896 | ||
| Adjusted Operating Income | |||||
| E-Infrastructure Solutions | 50,583 | 23.2% | $ | 31,345 | 17.0% |
| Transportation Solutions | 11.3% | 8,512 | 7.7% | ||
| Building Solutions | 15.5% | 17,403 | 16.3% | ||
| Adjusted Segment Operating Income | 18.2% | 57,260 | 14.2% | ||
| Corporate G&A Expense | (5,216) | ||||
| Total Adjusted Operating Income (2) | 70,655 | 16.4% | $ | 52,044 | 12.9% |
| (1) Due to the deconsolidation of RHB on December 31, 2024, beginning on January 1, 2025, the Company will report RHB’s operating income as a single line item (“Other operating income (expense), net”) in the Consolidated Statements of Operations. RHB’s revenue is no longer included in Sterling’s consolidated revenue in 2025. For the three months ended March 31, 2024, total GAAP revenue of 440,360 has been adjusted to exclude 38,464 of RHB revenue. | |||||
| (2) The Company defines adjusted operating income as GAAP operating income excluding the impact of non-cash stock-based compensation, intangible asset amortization, acquisition related costs, and earn-out expense. For the three months ended March 31, 2025, GAAP operating income of 56,076 is adjusted to exclude 6,683 of non-cash stock-based compensation, 6,374 of intangible asset amortization (including 1,871 related to the fair value step up of RHB), 179 of acquisition related costs, and 1,343 of earn-out expense. For the three months ended March 31, 2024, GAAP operating income of 42,125 is adjusted to exclude 4,586 of non-cash stock-based compensation, 4,297 of intangible asset amortization, 36 of acquisition related costs, and 1,000 of earn-out expense. |
All values are in US Dollars.
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
ADJUSTED NET INCOME GUIDANCE RECONCILIATION
(In thousands)
(Unaudited)
| Full Year | |||||
|---|---|---|---|---|---|
| High | 2024 Actual | ||||
| Net income attributable to Sterling common stockholders | 222,000 | $ | 238,700 | $ | 257,461 |
| Gain on deconsolidation of subsidiary, net | — | (91,289) | |||
| Non-cash stock-based compensation | 23,000 | 19,003 | |||
| Intangible asset amortization (1) | 24,539 | 17,037 | |||
| Acquisition related costs | 179 | 421 | |||
| Earn-out expense | 6,000 | 4,756 | |||
| Income tax impact of adjustments | (14,000) | 13,356 | |||
| Adjusted net income attributable to Sterling common stockholders (2) | 261,718 | $ | 278,418 | $ | 220,745 |
| Net income per share attributable to Sterling common stockholders: | |||||
| Diluted | 7.15 | $ | 7.65 | $ | 8.27 |
| Adjusted net income per share attributable to Sterling common stockholders: | |||||
| Diluted | 8.40 | $ | 8.90 | $ | 7.09 |
| Weighted average common shares outstanding: | |||||
| Diluted | 31,200 | 31,146 | |||
| (1) Intangible asset amortization includes approximately 7,500 related to the fair value step up recognized in the deconsolidation of RHB on December 31, 2024. | |||||
| (2) The Company defines adjusted net income attributable to Sterling common stockholders as GAAP net income attributable to Sterling common stockholders excluding the impact of the net gain on deconsolidation of subsidiary, non-cash stock-based compensation, intangible asset amortization, acquisition related costs, earn-out expense, and the income tax impact of these adjustments. The tax impact of adjustments is determined by using the Company's quarterly and annual effective tax rate, as applicable, unless the nature of the item requires application of a specific tax rate. |
All values are in US Dollars.
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
EBITDA GUIDANCE RECONCILIATION
(In millions)
(Unaudited)
| Full Year 2024 | |||||
|---|---|---|---|---|---|
| High | Actual | ||||
| Net income attributable to Sterling common stockholders | 222 | $ | 239 | $ | 257 |
| Depreciation and amortization (1) | 80 | 68 | |||
| Interest income, net of interest expense | (4) | (2) | |||
| Income tax expense | 88 | 87 | |||
| EBITDA (2) | 403 | 411 | |||
| Gain on deconsolidation of subsidiary, net | — | (91) | |||
| Non-cash stock-based compensation | 23 | 19 | |||
| Acquisition related costs | — | — | |||
| Earn-out expense | 6 | 5 | |||
| Adjusted EBITDA(3) | 410 | $ | 432 | $ | 344 |
| (1) Depreciation and intangible asset amortization includes approximately 1.1 million and 7.5 million, respectively, related to the fair value step up recognized in the deconsolidation of RHB on December 31, 2024. | |||||
| (2) The Company defines EBITDA as GAAP net income attributable to Sterling common stockholders, adjusted for depreciation and amortization, net interest income, and income tax expense. | |||||
| (3) The Company defines adjusted EBITDA as EBITDA excluding the impact of the net gain on deconsolidation of subsidiary, non-cash stock-based compensation, acquisition related costs and earn-out expense. |
All values are in US Dollars.
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
HISTORICAL QUARTERLY SEGMENT INFORMATION
(In thousands)
(Unaudited)
| The following tables present our 2024 quarterly revenue and operating income by segment as adjusted to conform to our 2025 presentation reflecting the deconsolidation of RHB and the separate presentation of earn-out expense: | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 Quarters Ended (Unaudited) | ||||||||||||||||||||||
| Revenues (Excluding RHB) | March 31 | June 30 | September 30 | December 31 | Total | |||||||||||||||||
| E-Infrastructure Solutions | $ | 184,476 | $ | 241,312 | $ | 263,899 | $ | 234,041 | $ | 923,728 | ||||||||||||
| Transportation Solutions | 110,505 | 158,828 | 155,063 | 123,387 | 547,783 | |||||||||||||||||
| Building Solutions | 106,915 | 108,735 | 102,591 | 90,128 | 408,369 | |||||||||||||||||
| Total Revenues (Excluding RHB) (1) | $ | 401,896 | $ | 508,875 | $ | 521,553 | $ | 447,556 | $ | 1,879,880 | ||||||||||||
| Operating Income | ||||||||||||||||||||||
| E-Infrastructure Solutions | $ | 27,169 | $ | 51,677 | $ | 68,076 | $ | 56,437 | $ | 203,359 | ||||||||||||
| Transportation Solutions | 8,132 | 15,449 | 18,573 | 8,715 | 50,869 | |||||||||||||||||
| Building Solutions | 15,775 | 14,813 | 12,249 | 11,002 | 53,839 | |||||||||||||||||
| Segment Operating Income | 51,076 | 81,939 | 98,898 | 76,154 | 308,067 | |||||||||||||||||
| Corporate G&A Expense | (7,915) | (8,104) | (10,334) | (11,915) | (38,268) | |||||||||||||||||
| Acquisition Related Costs | (36) | (101) | (72) | (212) | (421) | |||||||||||||||||
| Earn-out Expense | (1,000) | (1,000) | (1,000) | (1,756) | (4,756) | |||||||||||||||||
| Total Operating Income | $ | 42,125 | $ | 72,734 | $ | 87,492 | $ | 62,271 | $ | 264,622 | Adjusted Operating Income | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||||
| E-Infrastructure Solutions | $ | 31,345 | $ | 55,841 | $ | 71,244 | $ | 60,316 | $ | 218,746 | ||||||||||||
| Transportation Solutions | 8,512 | 15,874 | 19,070 | 9,180 | 52,636 | |||||||||||||||||
| Building Solutions | 17,403 | 16,423 | 13,928 | 12,632 | 60,386 | |||||||||||||||||
| Segment Operating Income | 57,260 | 88,138 | 104,242 | 82,128 | 331,768 | |||||||||||||||||
| Corporate | (5,216) | (5,227) | (7,027) | (8,459) | (25,929) | |||||||||||||||||
| Adjusted Operating Income (2) | $ | 52,044 | $ | 82,911 | $ | 97,215 | $ | 73,669 | $ | 305,839 | ||||||||||||
| (1) Due to the deconsolidation of RHB on December 31, 2024, beginning on January 1, 2025, the Company will report RHB’s operating income as a single line item (“Other operating income (expense), net”) in the Consolidated Statements of Operations. RHB’s revenue is no longer included in Sterling’s consolidated revenue in 2025. | ||||||||||||||||||||||
| (2) The Company defines adjusted operating income as GAAP operating income excluding the impact of non-cash stock-based compensation, intangible asset amortization, acquisition related costs, and earn-out expense. |
STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES
HISTORICAL QUARTERLY BACKLOG INFORMATION
(In thousands)
(Unaudited)
| The following table presents our 2024 backlog and combined backlog as adjusted to conform to our 2025 presentation reflecting the deconsolidation of RHB: | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 Quarters Ended (Unaudited) | ||||||||
| Backlog | March 31 | June 30 | September 30 | December 31 | ||||
| Backlog including RHB | $ | 2,352,126 | $ | 2,098,781 | $ | 2,055,081 | $ | 2,184,478 |
| Less: RHB Backlog | (528,043) | (476,842) | (485,050) | (491,255) | ||||
| Backlog excluding RHB | $ | 1,824,083 | $ | 1,621,939 | $ | 1,570,031 | $ | 1,693,223 |
| Combined Backlog | ||||||||
| Combined Backlog including RHB | $ | 2,419,748 | $ | 2,445,992 | $ | 2,374,690 | $ | 2,322,391 |
| Less: RHB Backlog | (528,043) | (536,165) | (539,494) | (491,255) | ||||
| Combined Backlog excluding RHB | $ | 1,891,705 | $ | 1,909,827 | $ | 1,835,196 | $ | 1,831,136 |
q12025earningsreleaseppp
We build and service the infrastructure that enables our economy to run, our people to move, and our country to grow. Q1 2025 EARNINGS CALL May 6, 2025
2Sterling | STRL: First Quarter 2025 DISCLOSURE: Forward-Looking Statements This presentation contains, and the officers and directors of the Company may from time to time make, statements that are considered forward- looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which may include statements about: our business strategy; our financial strategy; our industry outlook; our guidance; our expected margin growth; and our plans, objectives, expectations, forecasts, outlook and intentions. All of these types of statements, other than statements of historical fact included in this presentation, are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” "would," “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” "guidance," “continue,” the negative of such terms or other comparable terminology. The forward-looking statements contained in this presentation are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this presentation are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or the forward- looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors listed in the “Risk Factors” section in our filings with the U.S. Securities and Exchange Commission and elsewhere in those filings. Additional factors or risks that we currently deem immaterial, that are not presently known to us or that arise in the future could also cause our actual results to differ materially from our expected results. Given these uncertainties, investors are cautioned that many of the assumptions upon which our forward-looking statements are based are likely to change after the date the forward-looking statements are made. The forward-looking statements speak only as of the date made, and we undertake no obligation to publicly update or revise any forward- looking statements for any reason, whether as a result of new information, future events or developments, changed circumstances, or otherwise, notwithstanding any changes in our assumptions, changes in business plans, actual experience or other changes. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf. This presentation may contain the financial measures: adjusted net income, EBITDA, adjusted EBITDA, and adjusted EPS, which are not calculated in accordance with U.S. GAAP. When presented, a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measure will be provided in the Appendix to this presentation.
E-Infrastructure Solutions • Largest, highest margin segment • Provides value-added solutions to blue-chip customers in all major East Coast markets and the Rocky Mountain region • Develops advanced, large-scale site development services for data centers, manufacturing, e-commerce distribution centers, warehousing and more Building Solutions • Serves the Top Builders in the Nation's Top Housing Markets: Texas & Arizona • Residential and commercial concrete foundations for single-family and multi-family homes, plumbing services, and surveying for new single-family residential builds Transportation Solutions • Provides infrastructure solutions in the Rocky Mountain States and Texas • Infrastructure and rehabilitation projects for highways, roads, bridges, airports, ports, rail and storm drainage systems Sterling | STRL: First Quarter 2025 3 WHO is Sterling? NASDAQ STRL Shares outstanding(2) 30.4M HQ The Woodlands, TX Market cap(2) $5.04B Employees ~3,200(1) Revenue(3) $2.10B Segments E-Infrastructure Solutions Building Solutions Transportation Solutions Adjusted EBITDA(3) $421M Projects underway ~210(1) Total Backlog(1) $2.13B A market-leading infrastructure service provider of e-infrastructure, building and transportation solutions. A story of successful execution of a multi-year strategic business transformation; born of a vision that levers our entrepreneurial spirit. We offer a customer-centric, market-focused portfolio of goods and services geographically positioned in the right markets. (1) At March 31, 2025. (2) Shares outstanding and Market Cap as of May 2, 2025. (3) Full Year 2025 Revenue and Adjusted EBITDA Mid-Point Guidance. *See EBITDA Reconciliation in the Appendix.
+18% REVENUE CAGR 2019-2024 4 R ev en ue ($ m ill io ns )* O p erating m arg in % * (4.9)% (2.0)% 2.2% 4.0% 3.4% 7.5% 7.6% 9.0% 10.4% 12.5% E-Infrastructure Solutions Transportation Solutions Building Solutions Operating Margin 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 -1,000 -500 0 500 1,000 1,500 2,000 2,500 (6)% (4)% (2)% 0% 2% 4% 6% 8% 10% 12% 2015 – 2019: Strategic Transformation 2020 +: Leveraging the Platform Transformation Built the Foundation for Success * Revenue and Operating margin from continuing operations Sterling | STRL: First Quarter 2025
+38% EPS CAGR 2019-2024 5 2015 – 2019: Strategic Transformation 2020 +: Leveraging the Platform D ilu te d E PS * $0.10 $0.60 $1.24 $1.53 $2.11 $3.16 $4.44 $8.27 $(2.40) $(0.66) $6.10 GAAP Diluted EPS Diluted EPS (Excluding One-Time RHB Gain) 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 $(3.00) $(2.00) $(1.00) $— $1.00 $2.00 $3.00 $4.00 $5.00 $6.00 $7.00 $8.00 $9.00 Transformation Built the Foundation for Success * Diluted EPS from continuing operations. See "Adjusted Net Income Reconciliation" in the appendix for the reconciliation of GAAP to non-GAAP measures. Sterling | STRL: First Quarter 2025
- First Quarter 2025 Results Sterling | STRL: First Quarter 2025 6
First Quarter 2025 Results Highlights • Revenues: $430.9 million • Net Income: $39.5 million • Adjusted Net Income(1): $50.2 million • Diluted EPS: $1.28 • Adjusted Diluted EPS(1): $1.63 • EBITDA(1): $72.1 million • Adjusted EBITDA(1): $80.3 million • Cash Flow from Operations(2): $84.9 million • Cash & Cash Equivalents(2): $638.6 million • Backlog(3): $2.13 billion with 17.7% margin • Combined Backlog(3): $2.23 billion Sterling | STRL: First Quarter 2025 7 (1) See the Adjusted Net Income and EBITDA reconciliations in the appendix for reconciliations of GAAP to Non-GAAP measures. (2) Cash flow from operations for the three months ended March 31, 2025 and cash & cash equivalents at March 31, 2025. (3) Backlog and Combined Backlog at March 31, 2025. Combined Backlog includes Unsigned Awards of $103 million.
Sterling | STRL: First Quarter 2025 8 Quarterly Consolidated and Segment Results ($ in millions, except per share data) Q1 2025 Q1 2024 Revenues $ 430.9 $ 440.4 Gross Profit 94.8 76.9 G&A Expense (34.6) (27.3) Intangible Amortization (4.5) (4.3) Acquisition Related Costs (0.2) — Earn-out expense (1.3) (1.0) Other Operating Income (Expense), Net 1.9 (2.1) Operating Income 56.1 42.1 Interest, Net 1.6 (0.8) Income Tax Expense (15.1) (7.6) Less: Net Income Attributable to NCI (3.1) (2.7) Net income $ 39.5 $ 31.0 Diluted EPS $ 1.28 $ 1.00 EBITDA (1) $ 72.1 $ 55.7 ($ in millions) Q1 2025 Q1 2024 E-Infrastructure Solutions Revenue $ 218.3 $ 184.5 Operating Income $ 46.6 $ 27.2 Operating Margin 21.4 % 14.7 % Transportation Solutions Revenue $ 120.7 $ 149.0 Operating Income $ 11.3 $ 8.1 Operating Margin 9.3 % 5.5 % Building Solutions Revenue $ 92.0 $ 106.9 Operating Income $ 12.4 $ 15.8 Operating Margin 13.4 % 14.8 % (1) See the "EBITDA Reconciliation" in the appendix for a reconciliation of GAAP to Non-GAAP measures.
Sterling | STRL: First Quarter 2025 9 Quarterly Consolidated Results (2024 period reflects the deconsolidation of RHB) ($ in millions, except per share data) Q1 2025 Q1 2024 % Change Revenues $ 430.9 $ 401.9 7.2 % Gross Profit 94.8 71.6 32.4 % G&A Expense (34.6) (26.3) Intangible Amortization (4.5) (4.3) Acquisition Related Costs (0.2) — Earn-out expense (1.3) (1.0) Other Operating Income (Expense), Net 1.9 2.1 Operating Income $ 56.1 $ 42.1 33.3 %
Sterling | STRL: First Quarter 2025 10 Remaining Performance Obligations (RPOs)(1) ($ in millions) March 31, 2025 December 31, 2024 E-Infrastructure Solutions RPOs $ 1,216.8 $ 1,032.1 Transportation Solutions RPOs 860.5 622.1 Building Solutions RPOs - Commercial 51.1 39.0 Total RPOs $ 2,128.4 $ 1,693.2 (1) Our remaining performance obligations do not differ from what we refer to as “Backlog,” and represent the amount of revenues we expect to recognize in the future from our contract commitments on projects.
Sterling | STRL: First Quarter 2025 11 Increased EBITDA and Cash Flow Drives Liquidity Strategy Forward Looking Debt/EBITDA Leverage Ratio 0.8X 0.8X 12/31/24 3/31/25 0.0X 0.3X 0.5X 0.8X 1.0X 1.3X We expect to pursue strategic uses of our liquidity, such as strategic acquisitions, investing in capital equipment and managing leverage. Capital allocation focus • Long-term shareholder value • Complementing organic growth in existing and new markets • Strong cash flow profile provides flexibility and drives liquidity strategy Sterling is comfortable with a Debt/EBITDA leverage ratio of +/-2.5X. 5-Year Credit Facility $311M Term Loan Borrowings $75M Revolving Credit Facility (Undrawn) Key Cash Flow Considerations Q1 YTD 2025 Q1 YTD 2023 Cash flows from Operations $84.9M $49.6M Net CAPEX $16.4M $20.0M • Cash & Cash Equivalents at March 31, 2025 was $638.6 million • 2025 EBITDA guidance(1): $381M to $403M • Expected 2025 noncash expenses: $31M to $32M (Stock-based compensation, noncash interest expense, and deferred taxes) • Scheduled term loan debt payments total $26.3 million and $6.6 million for 2025 and 2026, respectively (1) See "EBITDA Guidance Reconciliation" in the appendix for a reconciliation of GAAP to Non-GAAP measures.
Robust balance sheet, FCF 12 Sterling, A Leading Provider of Infrastructure Services in the U.S. Successful strategic foundation with strong, diversified platform Continued opportunity for margin expansion Strong, multi-year, secular growth drivers Strong historical stock performance Sterling | STRL: First Quarter 2025
We build and service the infrastructure that enables our economy to run, our people to move, and our country to grow. Sterling | STRL: First Quarter 2025 13 Contact Us Sterling Infrastructure, Inc. Noelle Dilts, VP IR and Corporate Strategy Tel: (281) 214-0795 noelle.dilts@strlco.com
- Appendix Sterling | STRL: First Quarter 2025 14
Sterling | STRL: First Quarter 2025 15 2025 Modeling Considerations(1) (1) In millions except for EPS and percentages. (2) See the "Adjusted Net Income Guidance Reconciliation" on page 20. (3) See the "EBITDA Guidance Reconciliation" on page 21. Revenue $2,050 to $2,150 Gross Margin ~22.0% G&A Expense as % of Revenue (Excluding Intangible Amortization) ~6.3% Other Operating Income $13 to $15 JV Non-Controlling Interest Expense ~$12 Effective Income Tax Rate ~26% Diluted EPS $7.15 to $7.65 Adjusted Diluted EPS(2) $8.40 to $8.90 Expected Dilutive Shares Outstanding 31.2 EBITDA(3) $381 to $403 Adjusted EBITDA(3) $410 to $432
2025 Modeling Considerations Continued* Sterling | STRL: First Quarter 2025 16 * In Millions. Non-Cash Items FY 2025 Expectations FY 2024 Depreciation $54 to $55 $51.4 Intangible Amortization $25 $17.0 Debt Issuance Cost Amortization ~$1 $1.1 Stock-based Compensation ~$23 $19.0 Deferred Taxes $7 to $8 $32.6 Other Cash Flow Items FY 2025 Expectations FY 2024 Interest income, net $2 to $4 $2.4 CAPEX, net of disposals $70 to $80 $70.8
Sterling | STRL: First Quarter 2025 17 (1) For the three months ended March 31, 2025, intangible asset amortization includes $1,871 related to the fair value step up recognized in the deconsolidation of RHB on December 31, 2024. (2) The Company defines adjusted net income attributable to Sterling common stockholders as GAAP net income attributable to Sterling common stockholders excluding non- cash stock-based compensation, intangible asset amortization, acquisition related costs, earn-out expense, and the income tax impact of these adjustments. The tax impact of adjustments is determined by using the Company's quarterly and annual effective tax rate, as applicable, unless the nature of the item requires application of a specific tax rate. Three Months Ended March 31, 2025 2024 Net income attributable to Sterling common stockholders $ 39,477 $ 31,048 Non-cash stock-based compensation 6,683 4,586 Intangible asset amortization(1) 6,374 4,297 Acquisition related costs 179 36 Earn-out expense 1,343 1,000 Tax impact of adjustments (3,812) (1,823) Adjusted net income attributable to Sterling common stockholders(2) $ 50,244 $ 39,144 Net income per share attributable to Sterling common stockholders: Basic $ 1.29 $ 1.00 Diluted $ 1.28 $ 1.00 Adjusted net income per share attributable to Sterling common stockholders: Basic $ 1.64 $ 1.26 Diluted $ 1.63 $ 1.26 Weighted average common shares outstanding: Basic 30,547 30,977 Diluted 30,881 31,186 STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES ADJUSTED NET INCOME RECONCILIATION (In thousands) (Unaudited)
(1) For the three months ended March 31, 2025, depreciation and amortization includes $1,871 of intangible asset amortization and $275 of depreciation expense related to the fair value step up recognized in the deconsolidation of RHB on December 31, 2024. (2) The Company defines EBITDA as GAAP net income attributable to Sterling common stockholders adjusted for depreciation and amortization, net interest income/expense and income tax expense. (3) The Company defines adjusted EBITDA as EBITDA excluding the impact of non-cash stock-based compensation, acquisition related costs, and earn-out expense. Sterling | STRL: First Quarter 2025 18 Three Months Ended March 31, 2025 2024 Net income attributable to Sterling common stockholders $ 39,477 $ 31,048 Depreciation and amortization(1) 19,137 16,258 Interest (income) expense, net (1,595) 762 Income tax expense 15,080 7,604 EBITDA (2) 72,099 55,672 Non-cash stock-based compensation 6,683 4,586 Acquisition related costs 179 36 Earn-out expense 1,343 1,000 Adjusted EBITDA (3) $ 80,304 $ 61,294 STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES EBITDA RECONCILIATION (In thousands) (Unaudited)
Sterling | STRL: First Quarter 2025 19 Three Months Ended March 31, 2025 % of Revenue 2024 % of Revenue Revenues (Excluding RHB) E-Infrastructure Solutions $ 218,263 51% $ 184,476 46% Transportation Solutions 120,661 28% 110,505 27% Building Solutions 92,025 21% 106,915 27% Total Revenues (Excluding RHB) (1) $ 430,949 $ 401,896 Adjusted Operating Income E-Infrastructure Solutions $ 50,583 23.2% $ 31,345 17.0% Transportation Solutions 13,577 11.3% 8,512 7.7% Building Solutions 14,234 15.5% 17,403 16.3% Adjusted Segment Operating Income 78,394 18.2% 57,260 14.2% Corporate G&A Expense (7,739) (5,216) Total Adjusted Operating Income (2) $ 70,655 16.4% $ 52,044 12.9% (1) Due to the deconsolidation of RHB on December 31, 2024, beginning on January 1, 2025, the Company will report RHB’s operating income as a single line item (“Other operating income (expense), net”) in the Consolidated Statements of Operations. RHB’s revenue is no longer included in Sterling’s consolidated revenue in 2025. For the three months ended March 31, 2024, total GAAP revenue of $440,360 has been adjusted to exclude $38,464 of RHB revenue. (2) The Company defines adjusted operating income as GAAP operating income excluding the impact of non-cash stock-based compensation, intangible asset amortization, acquisition related costs, and earn-out expense. For the three months ended March 31, 2025, GAAP operating income of $56,076 is adjusted to exclude $6,683 of non-cash stock-based compensation, $6,374 of intangible asset amortization (including $1,871 related to the fair value step up of RHB), $179 of acquisition related costs, and $1,343 of earn-out expense. For the three months ended March 31, 2024, GAAP operating income of $42,125 is adjusted to exclude $4,586 of non-cash stock-based compensation, $4,297 of intangible asset amortization, $36 of acquisition related costs, and $1,000 of earn-out expense. STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES NON-GAAP SEGMENT INFORMATION (In thousands) (Unaudited)
Sterling | STRL: First Quarter 2025 20 (1) Intangible asset amortization includes approximately $7,500 related to the fair value step up recognized in the deconsolidation of RHB on December 31, 2024. (2) The Company defines adjusted net income attributable to Sterling common stockholders as GAAP net income attributable to Sterling common stockholders excluding the impact of the net gain on deconsolidation of subsidiary, non-cash stock-based compensation, intangible asset amortization, acquisition related costs, earn-out expense, and the income tax impact of these adjustments. The tax impact of adjustments is determined by using the Company's quarterly and annual effective tax rate, as applicable, unless the nature of the item requires application of a specific tax rate. Full Year 2025 Guidance Full Year Low High 2024 Actual Net income attributable to Sterling common stockholders $ 222,000 $ 238,700 $ 257,461 Gain on deconsolidation of subsidiary, net — — (91,289) Non-cash stock-based compensation 23,000 23,000 19,003 Intangible asset amortization(1) 24,539 24,539 17,037 Acquisition related costs 179 179 421 Earn-out expense 6,000 6,000 4,756 Income tax impact of adjustments (14,000) (14,000) 13,356 Adjusted net income attributable to Sterling common stockholders(2) $ 261,718 $ 278,418 $ 220,745 Net income per share attributable to Sterling common stockholders: Diluted $ 7.15 $ 7.65 $ 8.27 Adjusted net income per share attributable to Sterling common stockholders: Diluted $ 8.40 $ 8.90 $ 7.09 Weighted average common shares outstanding: Diluted 31,200 31,200 31,146 STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES ADJUSTED NET INCOME GUIDANCE RECONCILIATION (In thousands) (Unaudited)
Sterling | STRL: First Quarter 2025 21 (1) Depreciation and intangible asset amortization includes approximately $1.1 million and $7.5 million, respectively, related to the fair value step up recognized in the deconsolidation of RHB on December 31, 2024. (2) The Company defines EBITDA as GAAP net income attributable to Sterling common stockholders, adjusted for depreciation and amortization, net interest income, and income tax expense. (3) The Company defines adjusted EBITDA as EBITDA excluding the impact of the net gain on deconsolidation of subsidiary, non-cash stock-based compensation, acquisition related costs and earn-out expense. Full Year 2025 Guidance Full Year 2024 Low High Actual Net income attributable to Sterling common stockholders $ 222 $ 239 $ 257 Depreciation and amortization(1) 79 80 68 Interest income, net of interest expense (2) (4) (2) Income tax expense 82 88 87 EBITDA (2) 381 403 411 Gain on deconsolidation of subsidiary, net — — (91) Non-cash stock-based compensation 23 23 19 Acquisition related costs — — — Earn-out expense 6 6 5 Adjusted EBITDA(3) $ 410 $ 432 $ 344 STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES EBITDA GUIDANCE RECONCILIATION (In millions) (Unaudited)
We build and service the infrastructure that enables our economy to run, our people to move, and our country to grow. THANK YOU