Financial Performance - Total revenue for Q2 2024 was $251.5 million, a decrease of 2.2% compared to $256.9 million in Q2 2023[19] - Gross loss for Q2 2024 was $40.0 million, compared to a gross loss of $33.8 million in Q2 2023, indicating a worsening of 18.5%[19] - Net loss attributable to Southland stockholders for Q2 2024 was $46.1 million, significantly higher than the net loss of $12.8 million in Q2 2023[19] - The company reported a comprehensive loss of $46.1 million for Q2 2024, compared to a comprehensive loss of $10.6 million in Q2 2023[22] - For the six months ended June 30, 2024, Southland Holdings reported a net loss of $44,830,000, compared to a net loss of $16,167,000 for the same period in 2023, indicating a significant increase in losses[26] - Revenue for the three months ended June 30, 2024, was $251.5 million, a decrease of $5.4 million, or 2.1%, compared to the same period in 2023[147] - Revenue for the six months ended June 30, 2024, was $539.6 million, an increase of $7.9 million, or 1.5%, compared to the same period in 2023[155] Assets and Liabilities - Total assets increased to $1.26 billion as of June 30, 2024, up from $1.20 billion at the end of 2023, reflecting a growth of 5.2%[17] - Current liabilities rose to $770.2 million as of June 30, 2024, compared to $584.0 million at the end of 2023, an increase of 31.8%[17] - Long-term debt decreased to $173.2 million as of June 30, 2024, down from $251.9 million at the end of 2023, a reduction of 31.1%[17] - As of June 30, 2024, total debt was $308.2 million, an increase from $300.9 million as of December 31, 2023[79] - As of June 30, 2024, total long-term debt was $307.8 million, with $134.5 million due within the next twelve months[190] Cash Flow - Cash flows from operating activities for the six months ended June 30, 2024, provided $17,534,000, contrasting with cash used in operating activities of $10,636,000 in the prior year[26] - Net cash provided by operating activities was $17.5 million for the six months ended June 30, 2024, compared to a net cash used of $(10.6) million in the same period in 2023[186] - Net cash used in financing activities was $15.1 million for the six months ended June 30, 2024, primarily due to $36.9 million in payments on notes payable[189] Segment Performance - Civil segment revenue increased to $79.4 million (31.6% of total revenue) for the three months ended June 30, 2024, compared to $65.6 million (25.5% of total revenue) in 2023[77] - Transportation segment revenue decreased to $172.1 million (68.4% of total revenue) for the three months ended June 30, 2024, from $191.4 million (74.5% of total revenue) in 2023[77] - Gross profit for the Civil segment was $9.2 million (11.5% of segment revenue) for the three months ended June 30, 2024, compared to $5.9 million (9.0% of segment revenue) in 2023[78] - The Transportation segment reported a gross loss of $49.2 million for the three months ended June 30, 2024, compared to a gross loss of $39.7 million in 2023[78] - Civil segment revenue increased by $25.1 million, or 18.1%, to $163.6 million, driven by projects in the Southwest, Colorado, and Texas[167] - Transportation segment revenue decreased by $17.2 million, or 4.4%, to $376.0 million, primarily due to declines in the M&P line and a street maintenance project in Texas[170] Equity and Stock - Southland's total equity as of June 30, 2024, was $215,550,000, a decrease from $262,866,000 as of June 30, 2023[26] - The company issued 3,448,283 shares of common stock to Southland Members for achieving the 2022 Base Target, while no shares were issued for 2023 performance targets[60] - The company has $4.3 million of unrecognized compensation cost related to stock-based compensation, which will be recognized over a remaining weighted-average period of 2.3 years[121] - As of June 30, 2024, the total outstanding Restricted Stock Units (RSUs) was 679,371 shares, with a weighted-average grant-date fair value of $5.31 per RSU[118] Debt and Financing - The weighted average interest rate on total debt increased to 7.01% as of June 30, 2024, from 6.12% as of December 31, 2023[79] - The company made borrowings of $24,678,000 on notes payable during the six months ended June 30, 2024, compared to $248,000 in the same period of 2023[26] - The net cash used in financing activities for the six months ended June 30, 2024, was $15,098,000, compared to $9,651,000 in the prior year[26] - The revolving credit facility was amended in August 2024, reducing the limit to $84.5 million and requiring a permanent principal reduction payment of $10.0 million by September 15, 2024[192] Operational Changes - Southland Holdings discontinued certain projects in its Materials & Paving business line, focusing resources on more profitable areas, although this did not qualify for Discontinued Operations treatment[32] - The company has identified new opportunities for growth in both its Civil and Transportation segments, with a positive outlook for future infrastructure projects[134] - The company has seen an increase in demand for specialty construction projects, driven by federal, state, and local infrastructure spending initiatives[137] Tax and Claims - The effective tax rate for Southland was 26.0% for the three months ended June 30, 2024, down from 61.0% for the same period in 2023[101] - Southland recorded $328.6 million related to claims as of June 30, 2024, an increase from $306.4 million as of December 31, 2023[107] - The CityLYNX Project has resulted in claims exceeding $115 million, with mediation scheduled for August 15, 2024[95] Miscellaneous - The company plans to adopt ASU 2023-05 in Q1 2025, which is expected to have no material impact on consolidated financial statements[49] - The company has not identified any triggering events for impairment assessments of long-lived assets during the reporting periods[46] - The company maintains cash in accounts exceeding federally insured limits, with no significant credit risk experienced[41]

Financial Performance - Revenue for the year ended December 31, 2023, was $1,160.4 million, a decrease of $1.0 million, or 0.1%, compared to 2022, primarily due to a $33.2 million decrease in the Transportation segment[202]. - Total revenue for the year ended December 31, 2023, was $1,160.4 million, a slight decrease from $1,161.4 million in 2022[221]. - Gross profit for the year ended December 31, 2023, was $35.8 million, a significant decrease from $140.9 million in 2022[201]. - Operating loss for the year ended December 31, 2023, was $(31.4) million, compared to an operating income of $82.7 million in 2022[201]. - Net loss attributable to Southland Stockholders for the year ended December 31, 2023, was $(19.3) million, compared to net income of $60.5 million in 2022[201]. - Selling, general, and administrative costs for the year ended December 31, 2023, were $67.2 million, an increase of $9.0 million, or 15.4%, compared to 2022[209]. - Interest expense for the year ended December 31, 2023, was $19.5 million, an increase of $10.6 million, or 119.0%, compared to 2022[214]. - Other income, net for the year ended December 31, 2023, was $23.6 million, an increase of $21.4 million, or 969.9%, compared to 2022[212]. - Income tax benefit for the year ended December 31, 2023, was $8.5 million, with an effective rate of 31.3%[217]. - Gross profit for the year ended December 31, 2023, was $35.8 million, a decrease of $105.1 million, or 74.6%, compared to 2022[207]. Project and Contract Management - As of December 31, 2023, Southland's contract backlog stands at $2,834,966,000, down from $2,973,885,000 in 2022[45]. - The gross backlog for Southland as of December 31, 2023, was $3,985,682,000, reflecting new contracts and adjustments of $1,011,797,000[45]. - Approximately 8.5% of Southland's backlog as of December 31, 2023, was in the Materials & Paving segment, which is expected to be substantially completed in the next 18 months[200]. - The company’s backlog is subject to unexpected adjustments and cancellations, which could materially affect revenue and profits[82]. Operational Challenges - The company has faced increased project costs due to supply chain disruptions and rising prices of oil, gas, and construction materials[47]. - The construction industry has experienced widespread supply chain impacts due to COVID-19 and geopolitical events, affecting labor costs and availability[49]. - Weather conditions can significantly impact revenue and profitability, causing project delays and additional costs[99]. - Climate change-related events pose long-term risks to the company's operations, potentially leading to increased costs and project cancellations[100]. - Labor shortages in skilled positions may increase operating costs and hinder the company's ability to maintain productivity and profitability[102]. - Supply chain interruptions may negatively affect the company's ability to complete projects, as sourcing materials from suppliers can be disrupted[97]. - The company faces risks associated with project delays and cost overruns, which may not be recoverable and could materially impact profits[91]. Workforce and Employment - As of December 31, 2023, the company had approximately 2,500 employees, with 600 salaried and 1,900 hourly[64]. - About 20% of the workforce, or approximately 500 employees, were represented by a union[65]. - The company emphasizes a diverse and inclusive workplace, with policies against discrimination based on various factors[67]. - The company has a commitment to workplace safety, tracking key safety metrics that are reviewed monthly by senior management[69]. - The company offers a competitive compensation and benefits package, including a 401(k) Match Plan and healthcare benefits[71]. Regulatory and Compliance Risks - The company is subject to various regulations, including the Foreign Corrupt Practices Act, which could expose it to significant penalties for non-compliance[62]. - Changes in laws and regulations may increase compliance costs and could adversely affect business operations and financial results[110]. - Violations of anti-bribery laws could result in significant penalties and damage to reputation, impacting business operations[111]. - The company may face material lawsuits or claims that could divert management attention and adversely affect cash flows[112]. Market and Economic Conditions - The company is vulnerable to cyclical market conditions, with demand for services affected by economic factors such as recessions, low oil prices, and political uncertainties[88]. - Economic downturns can lead to delays or cancellations of construction projects, adversely impacting revenue and profit generation[89]. - Adverse credit and financial market conditions may impair the company's and its customers' borrowing capacity, potentially leading to contract cancellations and project delays[90]. - A substantial portion of the company's revenue is derived from project-based work, making it difficult to predict project timing and geographic distribution, which can lead to cash flow unpredictability[87]. Strategic Focus and Business Model - Southland's business model emphasizes self-performance, allowing better cost management and minimizing reliance on third-party providers[34]. - The company targets a mix of large-scale and small-scale projects to mitigate risks associated with specific customers or projects[34]. - Southland maintains a strong balance sheet and bonding capacity, enabling it to target large contract work and limit competition[34]. Cybersecurity and Technology - The company employs risk management strategies based on NIST standards to mitigate cybersecurity risks[164]. - The cybersecurity operations are overseen by the IT Director, who has 20 years of experience and communicates regularly with the CFO[168]. - The company maintains cybersecurity risk insurance and conducts regular vulnerability audits[167]. Financial Strategy and Shareholder Returns - The company does not intend to pay dividends for the foreseeable future, relying on stock appreciation for returns[79]. - The company has not paid any cash dividends on its Common Stock to date and does not anticipate doing so in the foreseeable future[177]. - The company is classified as an "emerging growth company," which may affect the attractiveness of its common stock to investors due to reduced disclosure requirements[139]. - The company may face delisting from NYSE, which could limit trading and subject it to additional restrictions[142]. - If delisted, the company's securities may only be quoted on an over-the-counter market, leading to significant adverse consequences[143]. - The trading price of the company's securities is likely to be volatile, influenced by market conditions rather than operational performance[144]. - The company is classified as a "controlled company," which may allow it to take advantage of exemptions from certain corporate governance requirements[155].

Financial Performance - Total revenue for Q3 2023 was $312,472,000, a decrease of 6.9% compared to $335,125,000 in Q3 2022[16] - Gross profit for Q3 2023 was $29,529,000, down from $62,410,000 in Q3 2022, representing a decline of 52.7%[16] - Net income for Q3 2023 was $4,791,000, a significant decrease from $36,123,000 in Q3 2022, reflecting a decline of 86.7%[16] - Operating income for Q3 2023 was $14,282,000, down from $46,804,000 in Q3 2022, a decrease of 69.5%[16] - Comprehensive income attributable to Southland stockholders for Q3 2023 was $2,173,000, compared to $38,939,000 in Q3 2022, a decrease of 94.4%[18] - For the nine months ended September 30, 2023, Southland Holdings reported a net loss of $11,376,000 compared to a net income of $42,478,000 for the same period in 2022[25] - Net income attributable to Southland Stockholders for the three months ended September 30, 2023, was $3.8 million, while for the nine months ended, it was a net loss of $13.7 million[103] - Gross profit for the nine months ended September 30, 2023, was $14.7 million, a decrease of $90.4 million, or 86.0%, compared to the same period in 2022[141] Assets and Liabilities - Total assets increased to $1,179,954,000 as of September 30, 2023, compared to $1,125,305,000 as of December 31, 2022, marking a growth of 4.8%[15] - Total liabilities rose to $913,785,000 as of September 30, 2023, up from $765,421,000 at the end of 2022, an increase of 19.4%[15] - The company’s total stockholders' equity decreased to $266,169,000 as of September 30, 2023, from $359,884,000 at the end of 2022, a decline of 26.0%[15] - The company reported a total debt of $309.6 million as of September 30, 2023, an increase from $273.8 million as of December 31, 2022[74] - As of September 30, 2023, long-term debt was $309.1 million, with $47.8 million due within the next twelve months[176] Cash Flow and Financing - Cash and cash equivalents decreased to $32,211,000 as of September 30, 2023, down from $57,915,000 at the end of 2022, a decline of 44.3%[15] - Cash flows used in operating activities for the nine months ended September 30, 2023, were $36,588,000, an improvement from $70,936,000 in the same period of 2022[25] - The company reported a net cash provided by financing activities of $11,730,000 for the nine months ended September 30, 2023, down from $15,695,000 in the same period of 2022[25] - Cash paid for interest increased to $12,704,000 in the nine months ended September 30, 2023, compared to $6,464,000 in the prior year[25] - The company has $90 million drawn on its revolving credit facility, with $10 million available as of September 30, 2023[76] - In July 2023, the company refinanced approximately $76.4 million of existing secured notes, resulting in a new equipment note of $113.5 million at a fixed rate of 7.25%[77] Revenue Segmentation - Civil segment revenue for Q3 2023 was $90.7 million, a 27% increase from $71.4 million in Q3 2022, while Transportation segment revenue was $221.8 million, a decrease of 16% from $263.7 million in Q3 2022[72] - Revenue for the nine months ended September 30, 2023, was $844.2 million, down 2.6% from $866.6 million for the same period in 2022[72] - Gross profit for the Civil segment in Q3 2023 was $12.5 million, representing 13.7% of segment revenue, compared to $8.9 million (12.5%) in Q3 2022; Transportation segment gross profit was $17.1 million (7.7%) compared to $53.5 million (20.3%) in Q3 2022[73] - Transportation segment revenue for the nine months ended September 30, 2023, was $615.0 million, a decrease of $30.4 million, or 4.7%, compared to the same period in 2022[159] Backlog and Contracts - Backlog as of September 30, 2023, is $2,541,319, down from $2,973,886 on December 31, 2022, reflecting a decrease of approximately 14.6%[183] - New contracts, change orders, and adjustments added $412,756 to the backlog during the period[183] - Remaining Unsatisfied Performance Obligations (RUPO) as of September 30, 2023, indicate that approximately 42% is expected to be recognized as revenue in the next twelve months[95] - The company recorded contract liabilities of $184.6 million as of September 30, 2023, compared to $131.6 million as of December 31, 2022[97] Corporate Actions and Governance - Southland Holdings merged with Legato Merger Corp. II on February 14, 2023, resulting in a reverse recapitalization[31] - The company filed a merger agreement with Southland Holdings, LLC on May 25, 2022[211] - The company has amended its bylaws and certificate of incorporation as of February 14, 2023[211] - The company has certifications from its Principal Executive Officer and Principal Financial Officer in compliance with the Sarbanes-Oxley Act[211] - Management evaluated the effectiveness of disclosure controls and procedures, determining they were effective as of the end of the reporting period[189] Market and Stock Performance - The closing price of common stock on November 9, 2023, was $5.65, significantly lower than the initial public offering price of $10.00 per unit[201] - 91.7% of shares with redemption rights were redeemed by holders, totaling 25,296,280 shares[198] - Warrants have an exercise price of $11.50, and if the market price remains below this, holders are unlikely to exercise them for cash[202]

Financial Performance - Total revenue for Q2 2023 was $256,927,000, a decrease of 5.4% compared to $273,016,000 in Q2 2022[16] - Gross loss for Q2 2023 was $33,794,000, compared to a gross profit of $37,737,000 in Q2 2022[16] - Net loss attributable to stockholders for Q2 2023 was $12,826,000, compared to a net income of $19,406,000 in Q2 2022[16] - The company reported a comprehensive loss of $10,554,000 for Q2 2023, compared to a comprehensive income of $23,308,000 in Q2 2022[20] - For the six months ended June 30, 2023, Southland Holdings reported a net loss of $16,167,000 compared to a net income of $6,355,000 for the same period in 2022[27] - Total revenue for the six months ended June 30, 2023, was $531.8 million, a slight increase of $0.3 million or 0.1% compared to $531.5 million for the same period in 2022[156] - Basic and diluted net loss per share for the three months ended June 30, 2023, was $(0.27), compared to $(0.38) for the same period in 2022[105] Assets and Liabilities - Total current assets increased to $899,485,000 as of June 30, 2023, from $867,304,000 as of December 31, 2022[15] - Total liabilities rose to $908,635,000 as of June 30, 2023, compared to $765,421,000 as of December 31, 2022[15] - Cash and cash equivalents decreased to $39,124,000 as of June 30, 2023, from $57,915,000 as of December 31, 2022[15] - Total stockholders' equity decreased to $262,866,000 as of June 30, 2023, from $359,884,000 as of December 31, 2022[15] - Long-term debt as of June 30, 2023, was $233.2 million, an increase from $227.3 million as of December 31, 2022[76] - As of June 30, 2023, the company had long-term debt of $284.5 million, with $51.3 million due within the next twelve months[179] Revenue Segmentation - Civil segment revenue was $65.6 million, accounting for 25.5% of total revenue, while Transportation segment revenue was $191.4 million, making up 74.5% of total revenue[74] - Revenue from the Civil segment for Q2 2023 was $65.6 million, a decrease of $9.3 million, or 12.4%, compared to Q2 2022[150] - Revenue from the Transportation segment for Q2 2023 was $191.4 million, a decrease of $6.8 million, or 3.4%, compared to Q2 2022[154] - Civil segment revenue decreased by $11.3 million, or 7.6%, to $138.6 million for the six months ended June 30, 2023, primarily due to decreased activity in ongoing projects[157] - Transportation segment revenue increased by $11.6 million, or 3.0%, to $393.2 million, driven by contributions from a project in the Bahamas[160] Expenses - Selling, general, and administrative expenses for Q2 2023 were $16,448,000, up from $13,490,000 in Q2 2022[16] - Interest expense for Q2 2023 was $4.3 million, an increase of $2.2 million, or 108.5%, compared to Q2 2022[137] - Cost of construction for Q2 2023 was $290.7 million, an increase of $55.4 million, or 23.6%, compared to Q2 2022[133] - Gross loss for Q2 2023 was $33.8 million, a decrease of $71.5 million, or 189.6%, compared to Q2 2022[134] - Adjusted EBITDA for the six months ended June 30, 2023, decreased to negative $29.4 million from $36.6 million in the same period in 2022, primarily due to challenges in the M&P business line[164] Cash Flow - Cash flows from operating activities resulted in a net cash used of $10,636,000, significantly improved from $81,915,000 in the prior year[27] - The end cash balance as of June 30, 2023, was $54,108,000, down from $59,486,000 at the end of June 2022[27] - Net cash used in operating activities was $10.6 million for the six months ended June 30, 2023, significantly improved from $81.9 million in the same period in 2022[176] Backlog and Future Revenue - Remaining Unsatisfied Performance Obligations (RUPO) as of June 30, 2023, totaled $2.7 billion, down from $2.973 billion as of December 31, 2022[97] - The company expects to recognize approximately 44% of its RUPOs as revenue within the next twelve months[97] - The company's backlog as of June 30, 2023, was $2,697,510, down from $2,973,886 at the end of 2022, reflecting a decrease of approximately 9.2%[188] - The transportation segment's backlog decreased to $2,044,980 as of June 30, 2023, from $2,213,723 at the end of 2022, a decline of about 7.6%[190] - The civil segment's backlog also decreased to $652,530 as of June 30, 2023, from $760,163 at the end of 2022, representing a decline of approximately 14.2%[191] Mergers and Acquisitions - The merger with Legato II was accounted for as a reverse recapitalization, with Southland as the accounting acquirer[33] - Southland Holdings provided $17,088,000 in cash from the merger with Legato II, contributing to net cash provided by financing activities of $(9,651,000) in 2023[27] - The company issued 33,793,111 shares of Common Stock to former Southland Members, resulting in net proceeds of $17.1 million[54] - The company issued 3,448,283 shares of common stock to Southland Members for attaining the 2022 Base Target as per the Merger Agreement[56] Risk and Compliance - The company has not experienced significant losses in cash accounts and does not believe it is exposed to significant credit risk[42] - As of June 30, 2023, the company had an allowance for credit losses of $1.5 million[47] - The company did not identify any triggering events for impairment assessments for long-lived assets during the three and six months ended June 30, 2023[45] - The company has not reported any changes in internal control over financial reporting that materially affected its operations during the fiscal quarter ended June 30, 2023[196]

Financial Performance - Revenue for the three months ended March 31, 2023, was $274,829,000, representing an increase of 6.5% compared to $258,486,000 for the same period in 2022[16] - Gross profit for the same period was $18,943,000, significantly up from $4,931,000 in the prior year, indicating a gross margin improvement[16] - Net loss attributable to Southland Holdings Stockholders for Q1 2023 was $4,664,000, a reduction from a net loss of $13,601,000 in Q1 2022, reflecting a 65.7% improvement[16] - Operating income for Q1 2023 was $3,372,000, a turnaround from an operating loss of $9,368,000 in Q1 2022[16] - Comprehensive loss for the three months ended March 31, 2023, was $3,760,000, compared to a comprehensive loss of $14,680,000 in the same period last year[18] - For the three months ended March 31, 2023, Southland Holdings reported a net loss of $4,266,000, an improvement from a net loss of $12,973,000 for the same period in 2022[23] - Adjusted EBITDA for the three months ended March 31, 2023, increased to $12.7 million from $1.4 million compared to the same period in 2022, primarily due to an increase in gross profit of $14.0 million[137] Assets and Liabilities - Total assets increased to $1,172,915,000 as of March 31, 2023, up from $1,125,305,000 at the end of 2022, marking a growth of 4.2%[15] - Total liabilities rose to $899,495,000 as of March 31, 2023, compared to $765,421,000 at the end of 2022, an increase of 17.5%[15] - Cash and cash equivalents decreased to $28,930,000 from $57,915,000 at the end of 2022, a decline of 50%[15] - Accounts receivable, net, increased to $178,723,000 from $135,678,000, reflecting a growth of 31.7%[15] - Total debt as of March 31, 2023, was $295.6 million, an increase from $273.8 million as of December 31, 2022, representing a 7.9% increase[72] Cash Flow - Cash flows from operating activities resulted in a net cash outflow of $34,779,000, compared to a net cash outflow of $37,687,000 in the prior year[23] - Net cash used in operating activities was $34.8 million during the three months ended March 31, 2023, compared to $37.7 million for the same period in 2022[146] - Net cash provided by financing activities was $6.1 million for the three months ended March 31, 2023, compared to $17.1 million for the same period in 2022[149] Revenue Segmentation - The Civil segment generated revenue of $73.0 million, accounting for 26.6% of total revenue, while the Transportation segment generated $201.8 million, representing 73.4% of total revenue[70] - Revenue earned outside of the United States was 23% for the three months ended March 31, 2023, compared to 15% for the same period in 2022[71] - Revenue from the Civil segment for the three months ended March 31, 2023, was $73.0 million, a decrease of $2.1 million, or 3%, compared to the same period in 2022[132] - Revenue from the Transportation segment for the three months ended March 31, 2023, was $201.8 million, an increase of $18.4 million, or 10%, compared to the same period in 2022[134] Merger and Corporate Structure - The merger with Legato II was completed on February 14, 2023, with Southland LLC becoming a wholly owned subsidiary of Legato II[29] - The company completed a merger with Legato II on February 14, 2023, which may impact future operations and financial performance[120] - The company is actively involved in merger considerations as indicated by the Form of Merger Consideration Note referenced in the report[188] Shareholder Information - The weighted average shares outstanding for the period was 44,407,831, with a net loss per share of $(0.11)[16] - The company issued 33,793,111 shares of Common Stock to former Southland Members, receiving net proceeds of $17.1 million, with transaction costs of $9.9 million included in additional paid-in capital[49] - Southland Members have the potential to receive up to 10,344,828 additional shares of common stock based on performance targets, with $23.6 million recorded as earnout liabilities[52] - The company has 44,407,831 shares of Common Stock and 14,385,500 warrants outstanding, each exercisable at an exercise price of $11.50 per share[50] Tax and Compliance - The effective tax rate for the three months ended March 31, 2023, was negative 69.75%, primarily due to a pre-tax loss and changes in the U.S. consolidated filing structure[85] - The company recorded a benefit to income tax of $3.8 million for the three months ended March 31, 2023, due to the removal of a previously recorded valuation allowance[85] - The report emphasizes compliance with the Securities Exchange Act of 1934, ensuring regulatory adherence[190] Backlog and Future Revenue - Remaining Unsatisfied Performance Obligations (RUPO) as of March 31, 2023, was $2.862 billion, up from $1.999 billion as of March 31, 2022, indicating a 43.2% increase[89] - The company expects to recognize approximately 45% of its RUPOs as revenue during the next twelve months[89] - Backlog as of March 31, 2023, was $2.861 billion, down from $2.974 billion at the end of 2022, after recognizing $282.1 million in contract revenue[157] - The transportation segment backlog was $2.169 billion as of March 31, 2023, down from $2.214 billion at the end of 2022[159] - The civil segment backlog was $692.8 million as of March 31, 2023, down from $760.2 million at the end of 2022[160] Operational Costs - Cost of construction for the three months ended March 31, 2023, was $255.9 million, an increase of $2.3 million, or 1%, compared to the same period in 2022[123] - Selling, general, and administrative expenses for the three months ended March 31, 2023, were $15.6 million, an increase of $1.3 million, or 9%, compared to the same period in 2022[125] - Interest expense for the three months ended March 31, 2023, was $3.3 million, an increase of $1.3 million, or 65%, compared to the same period in 2022[127] Risk Factors and Governance - The company has not identified any additional risk factors beyond those previously disclosed in its Annual Report as of December 31, 2022[167] - The company is engaged in enhancing internal controls over financial reporting following the Business Combination[164] - The report highlights the importance of corporate governance through the inclusion of indemnification agreements and non-redemption agreements[188]

As filed with the Securities and Exchange Commission on May 1,2023 Registration No. 333-271057 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOUTHLAND HOLDINGS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (State or other jurisdiction of incorporation or organization) 1600 (Primary Standard Industrial Classification Code Number) 87-1783910 (I.R.S. Employer Identification Numb ...

As filed with the Securities and Exchange Commission on March 31, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOUTHLAND HOLDINGS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (State or other jurisdiction of incorporation or organization) 1600 (Primary Standard Industrial Classification Code Number) 87-1783910 (I.R.S. Employer Identification Number) 1100 Kubota Drive ...

Merger and Business Combination - Southland Holdings, Inc. completed a merger on February 14, 2023, resulting in 44,407,831 shares of Common Stock and 14,385,500 warrants outstanding[20]. - 25,193,748 shares of Legato II common stock were redeemed in connection with the Business Combination[16]. - The Business Combination resulted in the issuance of 33,793,111 shares of Common Stock to former Southland Members in exchange for their membership interests[19]. - Following the Business Combination, there are 44,407,831 shares of Common Stock and 14,385,500 Warrants outstanding, with Warrants exercisable at an exercise price of $11.50 per share[20]. - Prior to the Merger, Legato II did not engage in any operations or generate any revenue, operating as a "shell company" as defined under the Exchange Act[21]. Financial Reporting - The audited consolidated financial statements of Southland LLC are included in the Current Report on Form 8-K, expected to be filed on or about March 22, 2023[22]. - The audited consolidated financial statements of Southland LLC, the accounting predecessor, are expected to be filed with the SEC on or about March 22, 2023[22]. Strategic Focus and Operations - The company aims to enhance future operating and financial results through strategic expansions and monetization of services[10]. - Southland Holdings plans to maintain its listing on the NYSE and comply with regulations related to data privacy and insurance operations[10]. - The company anticipates the impact of the COVID-19 pandemic on its business and financial condition[10]. - Southland Holdings is focused on acquiring and protecting intellectual property while upgrading information technology systems[10]. - The company is committed to managing risks associated with operational changes and uncertainties in developing new business lines[10]. - Southland Holdings expects to respond effectively to general economic conditions and maintain key strategic relationships with partners[10].