Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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2024-10-01

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2024

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-41090

Southland Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware		87-1783910
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

1100 Kubota Dr.

Grapevine, TX 76051

(Address of principal executive offices) (Zip Code)

(817) 293-4263

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:



Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share	SLND	NYSE American LLC
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share	SLND WS	NYSE American LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.




Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of November 1, 2024, there were 48,105,512 shares of common stock, par value $0.0001 per share, issued and outstanding.

Table of Contents

SOUTHLAND HOLDINGS, INC.

TABLE OF CONTENTS



	Page
PART I – Financial Information
ITEM 1. Financial Statements	1
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk	32
ITEM 4. Controls and Procedures	33

PART II – Other Information	34
ITEM 1. Legal Proceedings	34
ITEM 1A. Risk Factors	34
ITEM 5. Other Information	34
ITEM 6. Exhibits	35
Signatures	37

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Unless otherwise stated in this Quarterly Report on Form 10-Q (this “Quarterly Report”), references to the “Company,” “our,” “us,” “we,” or “Southland” refer to Southland Holdings, Inc. and its subsidiaries.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”), as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based on the reasonable beliefs and assumptions of our management. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or similar expressions. Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements about our ability to:

●

Access, collect and use personal data about consumers;

●

Execute our business strategy, including monetization of services provided and expansions in and into existing and new lines of business;

●

Anticipate the uncertainties inherent in the development of new business lines and business strategies;

●

Retain and hire necessary employees;

●

Increase brand awareness;

●

Attract, train and retain effective officers, key employees or directors;

●

Upgrade and maintain information technology systems;

●

Potential disruptions, failures or security breaches of the information technology systems on which we rely to conduct our business;

●

Acquire, develop and protect intellectual property;

●

Meet future liquidity requirements, maintain adequate working capital, and comply with restrictive covenants related to long-term indebtedness;

●

Effectively respond to general economic, socioeconomic and other business conditions;

●

Maintain the listing of our securities on the NYSE American LLC (“NYSE”) or another national securities exchange;

●

Obtain additional capital, including use of debt and capital markets;

●

Enhance future operating and financial results;

●

Anticipate rapid technological changes;

●

Comply with laws and regulations applicable to its business, including but not limited to laws and regulations related to data privacy and insurance operations;

●

Stay abreast of modified or new laws and regulations applying to our business;

●

Anticipate the impact of, and respond to, new accounting standards;

●

Anticipate any change in interest rates which would change our cost of capital;

●

Anticipate the significance and timing of contractual obligations;

●

Maintain key strategic relationships with partners and distributors;

●

Respond to uncertainties associated with product and service development and market acceptance;

●

Anticipate the ability of the renewable sector to develop to the size or at the rate it expects;

●

Anticipate the impact of various federal, state, and local government funding initiatives;

●

Manage to finance operations on an economically viable basis;

●

Anticipate the impact of new U.S. federal income tax law, including the impact on deferred tax assets; and

●

Successfully defend, pursue or collect claims and litigation.

Forward-looking statements are not guarantees of performance and speak only as of the date hereof. While we believe that these forward-looking statements are reasonable, there can be no assurance that we will achieve or realize these plans, intentions, or expectations. You should understand that the following important factors, in addition to those discussed under the heading “Item 1A. Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”), “Item 1A. Risk Factors” to Part II in this Quarterly Report and other reports or documents we file with the Securities and Exchange Commission (“SEC”), could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this Quarterly Report:

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●

Litigation, complaints, product liability claims and/or adverse publicity;

●

The impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, crime, weather, demographic trends and employee availability;

●

Increases and decreases in utility and other energy costs, increased costs related to utility or governmental requirements; and

●

Privacy and data protection laws, privacy or data breaches or the loss of data.

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this Quarterly Report are more fully described under the heading “Item 1A. Risk Factors” in the Annual Report and elsewhere in this Quarterly Report. The risks described under the heading “Item 1A. Risk Factors” in the Annual Report are not exhaustive. Other sections of this Quarterly Report may describe additional factors that could adversely affect our business, financial condition or results of operations. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on the business, nor the extent to which any factor or combination of facts may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In addition, statements of belief and similar statements reflect our reasonable beliefs and opinions on the relevant subject. These statements are based upon information available to us, as applicable, as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, involve risks and are subject to change based on various factors, including those discussed under the headings “Item 1A. Risk Factors and “Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report.

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

SOUTHLAND HOLDINGS, INC.

Condensed Consolidated Balance Sheets (unaudited)


(Amounts in thousands, except share and per share data)	As of
ASSETS	September 30, 2024		December 31, 2023
Current assets
Cash and cash equivalents	$	91,378	$	49,176
Restricted cash		15,370		14,644
Accounts receivable, net		193,124		194,869
Retainage receivables		108,651		109,562
Contract assets		456,176		554,202
Other current assets		19,223		20,083
Total current assets		883,922		942,536

Property and equipment, net		114,034		102,150
Right-of-use assets		13,584		12,492
Investments - unconsolidated entities		125,588		121,648
Investments - limited liability companies		2,590		2,590
Investments - private equity		3,095		3,235
Deferred tax asset		39,334		11,496
Goodwill		1,528		1,528
Intangible assets, net		1,418		1,682
Other noncurrent assets		1,701		1,711
Total noncurrent assets		302,872		258,532
Total assets	$	1,186,794	$	1,201,068

LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	164,897	$	162,464
Retainage payable		35,954		40,950
Accrued liabilities		101,939		124,667
Current portion of long-term debt		43,072		48,454
Short-term lease liabilities		8,829		14,081
Contract liabilities		243,505		193,351
Total current liabilities		598,196		583,967

Long-term debt		275,237		251,906
Long-term lease liabilities		6,085		5,246
Deferred tax liabilities		1,952		2,548
Long-term accrued liabilities		58,075		49,109
Financing obligations, net		41,464		—
Other noncurrent liabilities		47,751		47,728
Total long-term liabilities		430,564		356,537
Total liabilities		1,028,760		940,504

Commitment and contingencies (Note 7)

Stockholders' equity
Preferred stock, $0.0001 par value, authorized 50,000,000 shares, none issued and outstanding as of September 30, 2024 and December 31, 2023		—		—
Common stock, $0.0001 par value, authorized 500,000,000 shares, 48,105,512 and 47,891,984 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively		5		5
Additional paid-in-capital		271,798		270,330
Accumulated deficit		(120,463)		(19,253)
Accumulated other comprehensive loss		(2,276)		(1,460)
Total stockholders' equity		149,064		249,622
Noncontrolling interest		8,970		10,942
Total equity		158,034		260,564
Total liabilities and equity	$	1,186,794	$	1,201,068

See notes to unaudited condensed consolidated financial statements

Table of Contents

SOUTHLAND HOLDINGS, INC.

Condensed Consolidated Statements of Operations (unaudited)


	Three Months Ended				Nine Months Ended
(Amounts in thousands except shares and per share data)	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Revenue	$	173,320	$	312,472	$	712,929	$	844,228
Cost of construction		224,425		282,943		783,635		829,550
Gross profit (loss)		(51,105)		29,529		(70,706)		14,678
Selling, general, and administrative expenses		17,492		15,247		47,566		47,266
Operating income (loss)		(68,597)		14,282		(118,272)		(32,588)
Gain (loss) on investments, net		5		(21)		(18)		(3)
Other income, net		841		2,151		2,430		23,559
Interest expense		(7,520)		(6,231)		(19,895)		(13,790)
Earnings (losses) before income taxes		(75,271)		10,181		(135,755)		(22,822)
Income tax expense (benefit)		(17,142)		5,390		(32,796)		(11,446)
Net income (loss)		(58,129)		4,791		(102,959)		(11,376)
Net income (loss) attributable to noncontrolling interests		(3,402)		991		(1,749)		2,314
Net income (loss) attributable to Southland Stockholders	$	(54,727)	$	3,800	$	(101,210)	$	(13,690)

Net income (loss) per share attributable to common stockholders
Basic	$	(1.14)	$	0.08	$	(2.11)		(0.29)
Diluted	$	(1.14)	$	0.08	$	(2.11)		(0.29)
Weighted average shares outstanding
Basic		48,105,512		47,856,114		48,020,822		46,771,938
Diluted		48,105,512		47,872,042		48,020,822		46,771,938

See notes to unaudited condensed consolidated financial statements

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SOUTHLAND HOLDINGS, INC.

Condensed Consolidated Statements of Comprehensive Loss (unaudited)


	Three Months Ended				Nine Months Ended
(Amounts in thousands)	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Net income (loss)	$	(58,129)	$	4,791	$	(102,959)	$	(11,376)
Foreign currency translation adjustment, net of tax		238		(1,972)		(1,039)		(119)
Comprehensive income (loss), net of tax		(57,891)		2,819		(103,998)		(11,495)
Comprehensive (income) loss attributable to noncontrolling interest		(3,310)		646		(1,972)		2,170
Comprehensive income (loss) attributable to Southland Stockholders	$	(54,581)	$	2,173	$	(102,026)	$	(13,665)

See notes to unaudited condensed consolidated financial statements

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SOUTHLAND HOLDINGS, INC.

Condensed Consolidated Statements of Equity (unaudited)


	Nine Months Ended September 30, 2024
	Shares
	Preferred	Common	Preferred		Common				Additional		Accumulated		Members		Noncontrolling		Total
(Amounts in thousands)	stock	stock	Stock		Stock		AOCI		Paid-In Capital		Deficit		Capital		Interest		Equity
Balance as of December 31, 2023	—	47,891,984	$	—	$	5	$	(1,460)	$	270,330	$	(19,253)	$	—	$	10,942	$	260,564
Issuance of shares - RSUs, net of tax	—	133,704		—		—		—		(206)		—		—		—		(206)
Share based compensation	—	—		—		—		—		677		—		—		—		677
Net income (loss)	—	—		—		—		—		—		(406)		—		931		525
Other comprehensive loss	—	—		—		—		(372)		—		—		—		(209)		(581)
Balance as of March 31, 2024	—	48,025,688	$	—	$	5	$	(1,832)	$	270,801	$	(19,659)	$	—	$	11,664	$	260,979
Issuance of shares - RSUs, net of tax	—	79,824		—		—		—		—		—		—		—		—
Share based compensation	—	—		—		—		—		622		—		—		—		622
Net income (loss)	—	—		—		—		—		—		(46,077)		—		722		(45,355)
Other comprehensive loss	—	—		—		—		(590)		—		—		—		(106)		(696)
Balance as of June 30, 2024	—	48,105,512	$	—	$	5	$	(2,422)	$	271,423	$	(65,736)	$	—	$	12,280	$	215,550
Share based compensation	—	—		—		—		—		375		—		—		—		375
Net loss	—	—		—		—		—		—		(54,727)		—		(3,402)		(58,129)
Other comprehensive income	—	—		—		—		146		—		—		—		92		238
Balance as of September 30, 2024	—	48,105,512	$	—	$	5	$	(2,276)	$	271,798	$	(120,463)	$	—	$	8,970	$	158,034

See notes to unaudited condensed consolidated financial statements

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SOUTHLAND HOLDINGS, INC.

Condensed Consolidated Statements of Equity (unaudited)


	Nine Months Ended September 30, 2023
	Shares
	Preferred	Common	Preferred		Common				Additional		Accumulated		Members		Noncontrolling		Total
(Amounts in thousands)	stock	stock	Stock		Stock		AOCI		Paid-In Capital		Deficit		Capital		Interest		Equity
Balance as of December 31, 2022	24,400,000	—	$	24,400	$	—	$	(2,576)	$	—	$	—	$	327,614	$	10,446	$	359,884
Recapitalization	—	44,407,831		—		4		—		284,569		—		(327,614)		—		(43,041)
Balance as of December 31, 2022	24,400,000	44,407,831		24,400		4		(2,576)		284,569		—		—		10,446		316,843
Preferred stock repurchase and dividends	(24,400,000)	—		(24,400)		—		—		(50,129)		—		—		(24)		(74,553)
Issuance of post-merger earnout shares	—	—		—		4		—		34,996		—		—		—		35,000
Distributions to joint venture partner	—	—		—		—		—		—		—		—		(110)		(110)
Net income (loss)	—	—		—		—		—		—		(4,664)		—		398		(4,266)
Other comprehensive income	—	—		—		—		504		—		—		—		2		506
Balance as of March 31, 2023	—	44,407,831	$	—	$	8	$	(2,072)	$	269,436	$	(4,664)	$	—	$	10,712	$	273,420
Issuance of post-merger earnout shares	—	3,448,283		—		—		—		—		—		—		—		—
Net income (loss)	—	—		—		—		—		—		(12,826)		—		925		(11,901)
Other comprehensive income	—	—		—		—		1,149		—		—		—		198		1,347
Balance as of June 30, 2023	—	47,856,114	$	—	$	8	$	(923)	$	269,436	$	(17,490)	$	—	$	11,835	$	262,866
Share based compensation	—	—		—		—		—		484		—		—		—		484
Net income	—	—		—		—		—		—		3,800		—		991		4,791
Other comprehensive loss	—	—		—		—		(1,628)		—		—		—		(344)		(1,972)
Balance as of September 30, 2023	—	47,856,114	$	—	$	8	$	(2,551)	$	269,920	$	(13,690)	$	—	$	12,482	$	266,169

See notes to unaudited condensed consolidated financial statements

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SOUTHLAND HOLDINGS, INC.

Condensed Consolidated Statements of Cash Flows (unaudited)


	Nine Months Ended
(Amounts in thousands)	September 30, 2024		September 30, 2023
Cash flows from operating activities:
Net loss	$	(102,959)	$	(11,376)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		16,925		24,704
Loss on extinguishment of debt		246		—
Deferred taxes		(28,379)		(22,148)
Change in fair value of earnout liability		—		(20,689)
Share based compensation		1,674		484
Gain on sale of assets		(3,279)		(118)
Foreign currency remeasurement gain		(53)		(37)
Loss (earnings) from equity method investments		2,453		(5,102)
TZC investment present value accretion		(3,367)		(1,828)
Loss on trading securities, net		18		3
Changes in assets and liabilities:
Accounts receivable		2,196		(69,471)
Contract assets		97,801		(4,376)
Other current assets		859		1,564
Right-of-use assets		(1,096)		4,034
Accounts payable and accrued liabilities		(22,659)		20,584
Contract liabilities		50,115		53,048
Operating lease liabilities		1,227		(3,991)
Other		520		(1,873)
Net cash provided by (used in) operating activities		12,242		(36,588)

Cash flows from investing activities:
Purchase of property and equipment		(6,210)		(7,475)
Proceeds from sale of property and equipment		4,453		7,461
Contributions to other investments		(59)		—
Distributions from other investments		181		47
Distributions from investees		4,183		—
Capital contribution to unconsolidated investments		(250)		(540)
Net cash provided by (used in) investing activities		2,298		(507)

Cash flows from financing activities:
Borrowings on revolving credit facility		5,000		3,000
Payments on revolving credit facility		(95,000)		(8,000)
Borrowings on notes payable		167,784		115,355
Payments on notes payable		(80,613)		(111,908)
Proceeds from financing obligations		42,500		—
Payments of deferred financing costs		(5,468)		(578)
Pre-payment premium		(246)		—
Advances from related parties		—		425
Payments to related parties		—		(4)
Payments on finance lease and financing obligations		(5,314)		(3,538)
Distribution to members		—		(110)
Payment of taxes related to net share settlement of RSUs		(206)		—
Proceeds from merger of Legato II and Southland Holdings, LLC		—		17,088
Net cash provided by financing activities		28,437		11,730

Effect of exchange rate on cash		(49)		126

Net increase (decrease) in cash and cash equivalents and restricted cash		42,928		(25,239)
Beginning of period		63,820		71,991
End of period	$	106,748	$	46,752

Supplemental cash flow information
Cash paid for income taxes	$	1,079	$	3,033
Cash paid for interest	$	18,886	$	12,704
Non-cash investing and financing activities:
Lease assets obtained in exchange for new leases	$	9,881	$	8,529
Assets obtained in exchange for notes payable	$	23,286	$	8,626
Related party payable exchanged for note payable	$	3,797	$	—
Issuance of post-merger earn out shares	$	—	$	35,000
Dividend financed with notes payable	$	—	$	50,000

See notes to unaudited condensed consolidated financial statements

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SOUTHLAND HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Description of Business

Southland Holdings, Inc. and its subsidiaries (“Southland”, the “Company”, “we”, “us”, or “our”) are a diverse leader in specialty infrastructure construction with roots dating back to 1900. We design and construct projects in the bridges, tunnels, transportation and facilities, marine, steel structures, water and wastewater treatment, and water pipelines end markets.

Southland is based in Grapevine, Texas. It is the parent company of Johnson Bros. Corporation, American Bridge Holding Company (“American Bridge”), Oscar Renda Contracting, Southland Contracting, Mole Constructors, Heritage Materials and other affiliates. American Bridge, a builder of specialty construction projects, was acquired in 2020. With the combined capabilities of these six primary subsidiaries and their affiliates, Southland has become a diversified industry leader with both public and private customers. The majority of our customers are located in the United States.

In the second quarter of 2023, Southland decided to discontinue certain types of projects in its Materials & Paving business line (“M&P”) and sold assets related to producing large scale concrete and asphalt. M&P is reported in the Transportation segment. The Company will not be pursuing production of concrete and asphalt products for use on self-performed paving projects where the majority of the scope of work contains large-scale concrete and asphalt production or sale of asphalt and concrete products to third parties. This operational shift will allow the Company to better focus its resources on more profitable lines of business. The Company has concluded this action with M&P does not qualify for Discontinued Operations treatment and presentation as it does not represent a strategic shift in the Company’s business.

As previously announced, on May 25, 2022, Legato Merger Corp. II, a Delaware corporation (“Legato II”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Legato Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Legato II (“Merger Sub”), and Southland Holdings LLC, a Texas limited liability company (“Southland LLC”).

On February 14, 2023 (the “Closing Date”), as contemplated by the Merger Agreement, Merger Sub merged with and into Southland LLC, with Southland LLC surviving the merger as a wholly owned subsidiary of Legato II (the “Merger”). The transactions contemplated by the Merger Agreement are referred to herein collectively as the “Business Combination.” In connection with the Business Combination, Legato II changed its name to “Southland Holdings, Inc.”

The Merger was accounted for as a reverse recapitalization with Southland LLC as the accounting acquirer and Legato II as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the consolidated financial statements represents the accounts of Southland and its subsidiaries as if Southland had been the predecessor Company.

2. Basis of Presentation

Consolidated U.S. GAAP Presentation

These interim unaudited condensed consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”). The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) contains guidance that form GAAP. New guidance is released via Accounting Standards Update (“ASU”).

The unaudited condensed consolidated financial statements have been prepared by us pursuant to the rules and regulations of the SEC regarding interim financial reporting. Accordingly, certain information and footnote disclosures required by GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair

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presentation of the unaudited condensed consolidated financial statements have been included. These unaudited condensed consolidated financial statements should be read in conjunction with our Annual Report which was filed on Form 10-K on March 4, 2024.

The accompanying consolidated balance sheet and related disclosures as of December 31, 2023, have been derived from the Form 10-K filed on March 4, 2024. The Company’s financial condition as of September 30, 2024, and operating results for the three and nine months ended September 30, 2024, are not necessarily indicative of the financial conditions and results of operations that may be expected for any future interim period or for the year ending December 31, 2024.

The unaudited condensed consolidated financial statements include the accounts of Southland Holdings, Inc., and our majority-owned and controlled subsidiaries and affiliates. All significant intercompany transactions are eliminated within the consolidations process. Investments in non-construction related partnerships and less-than-majority owned subsidiaries that we do not control, but where we have significant influence are accounted for under the equity method. Certain construction related joint ventures and partnerships that we do not control, nor do we have significant influence, are accounted for under the equity method for the balance sheet and the proportionate consolidation method for the statement of operations.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management periodically evaluates estimates used in the preparation of the consolidated financial statements for continued reasonableness. It is reasonably possible that changes may occur in the near term that would affect our estimates with respect to revenue recognition, the allowance for credit losses, recoverability of unapproved contract modifications, deferred tax assets, and other accounts for which estimates are required.

Cash, Cash Equivalents, and Restricted Cash

We consider all highly liquid instruments purchased with a maturity of three months or less as cash equivalents. We maintain our cash in accounts at certain financial institutions. The majority of our balances exceed federally insured limits.

We have not experienced any losses in these accounts, and we do not believe they are exposed to any significant credit risk.

Restricted cash and cash equivalents consist of amounts held in accounts in our name at certain financial institutions. These accounts are subject to certain control provisions in favor of various surety and insurance companies for purposes of compliance and security perfections.



(Amounts in thousands)	September 30, 2024		December 31, 2023
Cash and cash equivalents at beginning of period	$	49,176	$	57,915
Restricted cash at beginning of period		14,644		14,076
Total cash, cash equivalents, and restricted cash at beginning of period	$	63,820	$	71,991

Cash and cash equivalents at end of period	$	91,378	$	49,176
Restricted cash at end of period		15,370		14,644
Total cash, cash equivalents, and restricted cash at end of period	$	106,748	$	63,820

Goodwill and Indefinite-Lived Intangibles

Goodwill and indefinite-lived intangibles are tested for impairment annually in the fourth quarter, or more frequently if events or circumstances indicate that goodwill or indefinite-lived intangibles may be impaired. We evaluate goodwill at the reporting unit level (operating segment or one level below an operating segment). We identify our reporting unit and determine the carrying value of the reporting unit by assigning the assets and liabilities, including the existing goodwill and indefinite-lived intangibles, to the reporting unit. Our reporting units are based on our organizational and reporting structure. We currently identify three reporting units. We begin with a qualitative assessment using inputs based on our business, our industry, and overall

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macroeconomic factors. If our qualitative assessment deems that the fair value of a reporting unit is more likely than not less than its carrying amount, we then complete a quantitative assessment to determine the fair value of the reporting unit and compare it to the carrying amount of the reporting unit. During the three and nine months ended September 30, 2024 and 2023, based on the results of our qualitative assessments which determined that it was more likely than not that the fair value of the reporting units exceeded the carrying amounts and that the fair value of the indefinite-lived intangible assets exceeded the carrying amounts, we did not complete quantitative assessments, and we did not record any impairment of goodwill or indefinite-lived intangible assets.

Valuation of Long-Lived Assets

We review long-lived assets, including finite-lived intangible assets subject to amortization, for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the asset or group of assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or group of assets to the future net cash flows expected to be generated by the asset or group of assets. If such assets are not considered to be fully recoverable, any impairment to be recognized is measured by the amount by which the carrying amount of the asset or group of assets exceeds its respective fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. During the three and nine months ended September 30, 2024 and 2023, we did not identify any triggering events that would require a quantitative assessment.

Accounts Receivable, Net

We provide an allowance for credit losses, which is based upon a review of outstanding receivables, historical collection information, existing economic conditions, and future expectations. Normal contracts receivables are typically due 30 days after the issuance of the invoice. Retainages are due 30 days after completion of the project and acceptance by the contract owner. Warranty retainage receivables, where applicable, are typically due two years after completion of the project and acceptance by the contract owner. Receivables past due more than 120 days are considered delinquent. Delinquent receivables are written off based on individual credit evaluations and specific circumstances of the customer.

As of September 30, 2024, and December 31, 2023, we had an allowance for credit losses of $1.6 million and $1.3 million, respectively.

Real Estate Transaction

In July 2024, the Company closed a real estate purchase agreement to sell and leaseback three properties for $42.5 million. The transaction was accounted for as a failed sale-leaseback based on GAAP. As a result, the assets remain on the consolidated balance sheets at their historical net book values. A financing obligation liability was recognized in the amount of $42.5 million. The Company will not recognize rent expenses related to the leased assets. Instead, monthly rent payments under the lease agreement will be recorded as interest expense and a reduction of the outstanding liability.

As of September 30, 2024, relating to the transaction noted above, the current outstanding liability is included in accrued liabilities and the long-term outstanding liability presented as financing obligations, net on the condensed consolidated balance sheets.

Recently Issued Accounting Pronouncements

In August 2023, the FASB issued ASU 2023-05, “Business Combinations-Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement” (“ASU 2023-05”), which requires that a joint venture apply a new basis of accounting upon formation. As a result, a newly formed joint venture, upon formation, would initially measure its assets and liabilities at fair value. ASU 2023-05 is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025. We plan to adopt ASU 2023-05 in the first quarter of 2025, but do not expect the adoption to have a material impact on our consolidated financial statements.

In October 2023, the FASB issued ASU 2023-06 “Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative,” which amends GAAP to include 14 disclosure requirements that are currently required

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under SEC Regulation S-X or Regulation S-K. Each amendment will be effective on the date on which the SEC removes the related disclosure requirement from SEC Regulation S-X or Registration S-K. The Company has evaluated the new standard and determined that it will have no material impact on its consolidated financial statements or disclosures since the Company is already subject to the relevant SEC disclosure requirements.

In November 2023, FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07"), which requires expanded disclosure of significant segment expenses and other segment items on an annual and interim basis. ASU 2023-07 will be applied retrospectively and is first effective for our annual reporting for 2024 and for quarterly reporting beginning in 2025. This ASU affects financial statement disclosures only, and its adoption will not affect our condensed consolidated financial statements.

On December 14, 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which established new income tax disclosure requirements. Public business entities must apply the guidance to annual periods beginning after December 15, 2024. We have not elected to early adopt this standard. We are currently evaluating the impact ASU 2023-09 will have on our condensed consolidated financial statements and related disclosures.

Recent SEC Rules

In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors. Unless legal challenges to the rule prevail, this rule will require registrants to disclose certain climate-related information in registration statements and annual reports, and the revisions to Regulation S-X would apply to our financial statements beginning with our fiscal year ending December 31, 2025. We are currently assessing the effect of these new rules on our condensed consolidated financial statements and related disclosures.

Significant Accounting Policies

The significant accounting policies followed by the Company are set forth in Note 2 to the 10-K filed on March 4, 2024, and contained elsewhere herein, other than the policy for warrants, which is included below. For the three and nine months ended September 30, 2024, there were no significant changes in our use of estimates or significant accounting policies.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. The Company has concluded that the public warrants and private warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.

3. Recapitalization

As discussed in Note 1 – Description of Business, on the Closing Date, the Company issued 33,793,111 shares of common stock to the former members of Southland (“Southland Members”) in exchange for their membership interests in Southland (“Southland Membership Interests”). Southland received net proceeds of $17.1 million. Transaction costs of $9.9 million directly related to the Merger, are included in additional paid-in capital in the condensed consolidated balance sheet as of September 30, 2024 and December 31, 2023.

Prior to the Merger, Southland LLC declared a $50.0 million dividend to be payable to Southland Members, which is recorded in other noncurrent liabilities on the condensed consolidated balance sheets. Southland Members, in lieu of cash payment, agreed to receive a promissory note for payment in the future. The notes have a four-year term and accrue interest at 7.0%. Southland, at its discretion, may make interim interest and principal payments during the term.

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Immediately after giving effect to the Business Combination, there were 44,407,831 shares of common stock and 14,385,500 warrants, each exercisable for a share of common stock at an exercise price of $11.50 per share (including public and private placement warrants) (each a “Warrant” and together, collectively, the “Warrants”), outstanding.

Earnout Shares

Pursuant to the Merger Agreement, Southland Members had the potential to be issued additional consideration of up to 10,344,828 shares of common stock for attaining certain performance targets for the years ended December 31, 2022, and December 31, 2023. On April 27, 2023, Southland issued 3,448,283 shares of common stock to the Southland Members pursuant to the attainment of the 2022 Base Target (as defined in the Merger Agreement). Performance targets for December 31, 2023, were not achieved and there are no further issuances to be made under the Merger Agreement. No shares were issued pursuant to the earnout targets for 2023 as neither of the targets were attained.

4. Fair Value Investments

Fair value of investments measured on a recurring basis as of September 30, 2024, and December 31, 2023, were as follows:


	As of
	September 30, 2024
(Amounts in thousands)	Fair Value		Level 1		Level 2		Level 3
Marketable Securities
Common stocks	$	—	$	—	$	—	$	—
Total		—		—		—		—
Investments Noncurrent
Private equity		3,095		—		—		3,095
Total noncurrent		3,095		—		—		3,095
Overall Total	$	3,095	$	—	$

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