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]

Table of Contents 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: March 31, 2023 ☐ 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 (Stat ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ 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) (State or other jurisdiction of (I.R. ...