Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 21, 2024 | Jun. 30, 2023 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 001-41090 | ||
Entity Registrant Name | Southland Holdings, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 87-1783910 | ||
Entity Address, Address Line One | 1100 Kubota Dr. | ||
Entity Address, City or Town | Grapevine | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 76051 | ||
City Area Code | 817 | ||
Local Phone Number | 293 - 4263 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 47,943,861 | ||
Entity Public Float | $ 63,097,848 | ||
Entity Central Index Key | 0001883814 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Location | Dallas, Texas | ||
Auditor Firm ID | 248 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction | false | ||
Common Stock | |||
Document and Entity Information | |||
Title of 12(b) Security | Common stock, par value $0.0001 per share | ||
Trading Symbol | SLND | ||
Security Exchange Name | NYSEAMER | ||
Redeemable warrants | |||
Document and Entity Information | |||
Title of 12(b) Security | Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share | ||
Trading Symbol | SLND WS | ||
Security Exchange Name | NYSEAMER |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 49,176 | $ 57,915 |
Restricted cash | 14,644 | 14,076 |
Accounts receivable, net | 194,869 | 135,678 |
Retainage receivables | 109,562 | 122,682 |
Contract assets | 554,202 | 512,906 |
Other current assets | 20,083 | 24,047 |
Total current assets | 942,536 | 867,304 |
Property and equipment, net | 102,150 | 114,084 |
Right-of-use assets | 12,492 | 16,893 |
Investments - unconsolidated entities | 121,648 | 113,724 |
Investments - limited liability companies | 2,590 | 2,590 |
Investments - private equity | 3,235 | 3,261 |
Deferred tax asset | 11,496 | |
Goodwill | 1,528 | 1,528 |
Intangible assets, net | 1,682 | 2,218 |
Other noncurrent assets | 1,711 | 3,703 |
Total noncurrent assets | 258,532 | 258,001 |
Total assets | 1,201,068 | 1,125,305 |
Current liabilities | ||
Accounts payable | 162,464 | 126,385 |
Retainage payable | 40,950 | 33,677 |
Accrued liabilities | 124,667 | 121,584 |
Current portion of long-term debt | 48,454 | 46,322 |
Short-term lease liabilities | 14,081 | 16,572 |
Contract liabilities | 193,351 | 131,557 |
Total current liabilities | 583,967 | 476,097 |
Long-term debt | 251,906 | 227,278 |
Long-term lease liabilities | 5,246 | 10,032 |
Deferred tax liabilities | 2,548 | 3,392 |
Long-term accrued liabilities | 49,109 | 47,219 |
Other noncurrent liabilities | 47,728 | 1,403 |
Total long-term liabilities | 356,537 | 289,324 |
Total liabilities | 940,504 | 765,421 |
Commitment and contingencies (Note 17) | ||
Stockholders' equity | ||
Preferred stock | 24,400 | |
Common stock, $0.0001 par value, authorized 500,000,000 shares, 47,891,984 and none issued and outstanding in 2023 and 2022, respectively | 5 | |
Additional paid-in-capital | 270,330 | |
Accumulated deficit | (19,253) | |
Accumulated other comprehensive loss | (1,460) | (2,576) |
Members' capital | 327,614 | |
Total stockholders' equity | 249,622 | 349,438 |
Noncontrolling interest | 10,942 | 10,446 |
Total equity | 260,564 | 359,884 |
Total liabilities and equity | $ 1,201,068 | $ 1,125,305 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Consolidated Balance Sheets | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 1 |
Preferred stock, shares authorized | 50,000,000 | 24,400,000 |
Preferred stock, shares issued | 0 | 24,400,000 |
Preferred stock, shares outstanding | 0 | 24,400,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 47,891,984 | 0 |
Common stock, shares outstanding | 47,891,984 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Consolidated Statements of Operations | ||||
Revenue | $ 1,160,417 | $ 1,161,431 | $ 1,279,186 | |
Cost of construction | 1,124,603 | 1,020,497 | 1,164,998 | |
Gross profit | 35,814 | 140,934 | 114,188 | |
Selling, general, and administrative expenses | 67,195 | 58,231 | 58,136 | |
Operating income (loss) | (31,381) | 82,703 | 56,052 | |
Gain (loss) on investments, net | 30 | (76) | 898 | |
Other income, net | 23,580 | 2,204 | 2,780 | |
Interest expense | (19,471) | (8,891) | (7,255) | |
Earnings (losses) before income taxes | (27,242) | 75,940 | 52,475 | |
Income tax expense (benefit) | (8,527) | 13,290 | 10,945 | |
Net income (loss) | (18,715) | 62,650 | 41,530 | |
Net income attributable to noncontrolling interests | 538 | 2,108 | 2,810 | |
Net income (loss) attributable to Southland Stockholders | $ (19,253) | $ 60,542 | $ 38,720 | |
Net income (loss) per share attributable to common stockholders | ||||
Basic (in dollars per share) | [1] | $ (0.41) | ||
Diluted (in dollars per share) | [1] | $ (0.41) | ||
Weighted average shares outstanding | ||||
Basic (in shares) | [1] | 47,088,813 | ||
Diluted (in shares) | [1] | 47,088,813 | ||
[1] Southland’s historical common equity structure was in the form of membership percentages and no shares were issued. As such, reporting periods prior to the three months ended March 31, 2023 will not present share or per share data. |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) | Feb. 14, 2023 shares |
Consolidated Statements of Operations | |
Common stock, shares issued in merger | 0 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Consolidated Statements of Comprehensive Income (Loss) | |||
Net income (loss) | $ (18,715) | $ 62,650 | $ 41,530 |
Foreign currency translation adjustment, net of tax | 1,206 | (1,718) | 838 |
Comprehensive income (loss), net of tax | (17,509) | 60,932 | 42,368 |
Less: Comprehensive income attributable to noncontrolling interest | 628 | 2,029 | 2,849 |
Comprehensive income (loss) attributable to Southland Stockholders | $ (18,137) | $ 58,903 | $ 39,519 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Preferred Stock Adjusted Balance | Preferred Stock | Common Stock Adjustment | Common Stock Adjusted Balance | Common Stock | AOCI Adjusted Balance | AOCI | Additional Paid-In Capital Adjustment | Additional Paid-In Capital Adjusted Balance | Additional Paid-In Capital | Accumulated Deficit | Members Capital Adjustment | Members Capital | Noncontrolling Interest Adjusted Balance | Noncontrolling Interest | Adjustment | Adjusted Balance | Total |
Beginning balance at Dec. 31, 2020 | $ 26,000 | $ 26,000 | $ 4 | $ 4 | $ (1,736) | $ (1,736) | $ 191,707 | $ 191,707 | $ (234,752) | $ 234,752 | $ 3,615 | $ 3,615 | $ (43,041) | $ 219,590 | $ 262,631 | |||
Beginning balance (shares) at Dec. 31, 2020 | 26,000,000 | 26,000,000 | 44,407,831 | 44,407,831 | ||||||||||||||
Preferred stock | $ (1,600) | $ (709) | (128) | (2,437) | ||||||||||||||
Preferred stock (shares) | (1,600,000) | |||||||||||||||||
Acquisition of Heritage minority interest | (3,942) | 3,792 | (150) | |||||||||||||||
Other | 3 | 3 | ||||||||||||||||
Capital contributions from noncontrolling interest | 926 | 926 | ||||||||||||||||
Distributions to members | (990) | (990) | ||||||||||||||||
Net income (loss) | 38,720 | 2,810 | 41,530 | |||||||||||||||
Other comprehensive income (loss) | 799 | 39 | 838 | |||||||||||||||
Ending balance at Dec. 31, 2021 | $ 24,400 | $ 4 | (937) | 224,786 | 11,057 | 259,310 | ||||||||||||
Balance ending (shares) at Dec. 31, 2021 | 24,400,000 | 44,407,831 | ||||||||||||||||
Preferred stock repurchase and dividends | (1,037) | (188) | (1,225) | |||||||||||||||
Distributions to members | 278 | (2,452) | (2,174) | |||||||||||||||
Net income (loss) | 60,542 | 2,108 | 62,650 | |||||||||||||||
Other comprehensive income (loss) | (1,639) | (79) | (1,718) | |||||||||||||||
Ending balance at Dec. 31, 2022 | 359,884 | |||||||||||||||||
Ending balance at Dec. 31, 2022 | $ 24,400 | $ 4 | (2,576) | 284,569 | 10,446 | 316,843 | ||||||||||||
Balance ending (shares) at Dec. 31, 2022 | 24,400,000 | 44,407,831 | ||||||||||||||||
Preferred stock repurchase and dividends | $ (24,400) | (50,129) | (22) | (74,551) | ||||||||||||||
Preferred stock repurchase and dividends (shares) | (24,400,000) | |||||||||||||||||
Issuance of post-merger earnout shares | $ 1 | 34,999 | 35,000 | |||||||||||||||
Issuance of post-merger earnout shares (in shares) | 3,448,283 | |||||||||||||||||
Issuance of shares - RSUs | 35,870 | |||||||||||||||||
Distributions to members | (110) | (110) | ||||||||||||||||
Share based compensation | 891 | 891 | ||||||||||||||||
Net income (loss) | $ (19,253) | 538 | (18,715) | |||||||||||||||
Other comprehensive income (loss) | 1,116 | 90 | 1,206 | |||||||||||||||
Ending balance at Dec. 31, 2023 | $ 5 | $ (1,460) | $ 270,330 | $ (19,253) | $ 10,942 | $ 260,564 | ||||||||||||
Balance ending (shares) at Dec. 31, 2023 | 47,891,984 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (18,715) | $ 62,650 | $ 41,530 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Depreciation and amortization | 30,529 | 45,697 | 47,468 |
Loss on extinguishment of debt | 631 | ||
Deferred taxes | (12,341) | (2,103) | (271) |
Change in fair value of earnout liability | (20,689) | ||
Share-based compensation | 891 | ||
Gain on sale of assets | (1,328) | (3,377) | (5,168) |
Foreign currency remeasurement loss (gain) | (109) | 548 | 136 |
Earnings from equity method investments | (7,740) | (9,299) | (7,239) |
TZC investment present value accretion | (2,449) | (2,355) | (2,265) |
Gain on trading securities, net | (26) | (260) | (1,145) |
Changes in assets and liabilities: | |||
Accounts receivable | (48,971) | (18,432) | (7,412) |
Contract assets | (42,921) | (138,677) | (2,116) |
Other current assets | 4,136 | (1,293) | (765) |
Right-of-use assets | 4,402 | (1,315) | 5,990 |
Accounts payable and accrued liabilities | 46,608 | (13,546) | 26,480 |
Contract liabilities | 61,775 | 20,049 | (188,654) |
Operating lease liabilities | (4,314) | 1,264 | (5,974) |
Other | 367 | (5,753) | 8,832 |
Net cash used in operating activities | (10,264) | (66,202) | (90,573) |
Cash flows from investing activities: | |||
Purchase of property and equipment | (10,846) | (4,765) | (18,797) |
Proceeds from sale of property and equipment | 8,813 | 10,064 | 11,251 |
Loss on investment in limited liability company | 336 | 248 | |
Purchase of trading securities | (391) | ||
Proceeds from the sale of trading securities | 61 | 927 | 175 |
Purchase of interest of other investments | (150) | ||
Distributions received from subsidiaries | 7,000 | ||
Capital contribution to investees | (540) | (1,000) | (835) |
Net cash provided by (used in) investing activities | 4,488 | 5,562 | (8,499) |
Cash flows from financing activities: | |||
Borrowings on revolving credit facility | 8,000 | 75,000 | 67,000 |
Payments on revolving credit facility | (13,000) | (82,000) | |
Borrowings on notes payable | 115,265 | 281 | 206,172 |
Payments on notes payable | (123,720) | (42,934) | (153,587) |
Payments of deferred financing costs | (565) | (260) | |
Pre-payment premium | (471) | ||
Advances to related parties | (242) | (1,603) | (1,571) |
Payments from related parties | 5 | 1,260 | |
Payments on finance lease | (4,835) | (8,157) | (4,716) |
Capital contributions from noncontrolling members | 926 | ||
Distribution to members | (110) | (2,457) | (2,620) |
Proceeds from merger of Legato II and Southland LLC | 17,088 | ||
Net cash provided by financing activities | (2,590) | 20,135 | 30,604 |
Effect of exchange rate on cash | 195 | 1,254 | (686) |
Net decrease in cash and cash equivalents and restricted cash | (8,171) | (39,251) | (69,154) |
Cash, cash equivalents, and restricted cash at beginning of year | 71,991 | 111,242 | 180,396 |
Cash, cash equivalents, and restricted cash at end of year | 63,820 | 71,991 | 111,242 |
Supplemental cash flow information | |||
Cash paid for income taxes | 7,587 | 10,392 | 14,093 |
Cash paid for interest | 18,277 | 9,044 | 7,519 |
Non-cash investing and financing activities: | |||
Lease assets obtained in exchange for new leases | 13,875 | 19,558 | $ 16,051 |
Assets obtained in exchange for notes payable | 10,884 | $ 4,091 | |
Issuance of post-merger earn out shares | 35,000 | ||
Dividend financed with notes payable | $ 50,000 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2023 | |
Description of Business | |
Description of Business | 1. Description of Business Southland Holdings, Inc. (“Southland”, the “Company”, “we”, “us”, or “our”) is 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. The structure of Southland’s historical common equity structure was in the form of membership percentages and no shares were issued. As such, reporting periods prior to the three months ended March 31, 2023, will not present share or per share data. COVID-19 Considerations Certain impacts to public health conditions particular to the coronavirus (“COVID-19”) outbreak have had a significant negative impact on our operations and profitability. The continuing extent of the impact to our financial performance will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If our financial performance is impacted because of these developments for an extended period, our results may be materially adversely affected. We cannot anticipate how the potential widespread distribution of a vaccine will mitigate this impact on either COVID-19 or on future variants of the disease. We are eligible for the Canada Emergency Wage Subsidy (“CEWS”), a subsidy program offered by the Canada Revenue Agency to qualifying employers who have seen a drop in revenue due to COVID-19. Employers are eligible for a subsidy of up to 75% of eligible remuneration, paid by an eligible entity that qualified, to each eligible employee – up to a maximum of $847 per week. For CEWS periods through expiration of the program, we had qualified for subsidies of $2.4 million in 2022 and 2021. We received subsidies of $0.1 million in 2022 and $2.4 million in 2021, which are included in labor and related costs. Under the provision of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), employers were eligible for a refundable employee retention credit subject to certain criteria. As of December 31, 2022, the Companies had filed a claim with the IRS and received a refund of $2.4 million in 2023. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies. | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies a. Basis of Presentation These 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 consolidated financial statements include the accounts of Southland Holdings, Inc., and our majority-owned and controlled subsidiaries and affiliates as detailed below. 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 under the proportionate consolidation method for the statement of operations. These consolidated financial statements include the accounts of Southland Holdings, Inc, Southland Holdings, LLC, Southland Contracting, Inc., Johnson Bros. Corporation, a Southland Company (“Johnson Bros. Corporation”), Mole Constructors, Inc., Oscar Renda Contracting, Inc. (“Oscar Renda Contracting”), Heritage Materials, LLC, American Bridge, Renda Pacific LLC, Southland Renda JV (“Southland Renda”), Southland Mole JV (“Southland Mole”), Southland RE Properties LLC, Oscar Renda Contracting of Canada, Ltd., Southland Mole of Canada Ltd. (“Southland Mole of Canada”), Southland Technicore Mole JV (“Southland Technicore Mole”), and Southland Mole of Canada / Astaldi Canada Design & Construction JV (“Southland Astaldi”). Southland Holdings, LLC, Renda Pacific, LLC, Southland RE Properties, LLC, and Heritage Materials, LLC, are limited liability companies. The members’ liability is limited to our investments within those companies. b. Reclassifications Certain reclassifications have been made to the Company’s prior period consolidated financial information to conform to the current year presentation. These presentation changes did not impact the Company’s consolidated net income, consolidated cash flows, total assets, total liabilities or total equity. c. Operating Cycle Assets and liabilities related to long-term contracts are included in current assets and current liabilities in the accompanying consolidated balance sheets as they will be settled in the normal course of contract completion. Some of these contracts will require more than one year to settle. d. Foreign Operations and Foreign Exchange Risk Foreign operations are subject to risks inherent in operating under different legal systems and various political and economic environments. Among the risks are changes in existing tax laws, possible limitations on foreign investment and income repatriation, government price or foreign exchange controls, asset seizure, domestic and foreign import or export changes, and restrictions on currency exchange. Net assets of foreign operations for the years ended December 31, 2023, and December 31, 2022, are approximately 47% and 21%, respectively, of our total net assets. The financial records of Southland Technicore Mole joint venture, Renda Contracting of Canada, Inc., Southland Mole of Canada, Southland Astaldi joint venture, and various consolidated American Bridge subsidiaries are maintained in local currencies. Results of foreign operations are translated from the local currency to the U.S. dollar (functional and reporting currency) using the average exchange rates during the period, while assets and liabilities are translated at the exchange rate in effect at the reporting date. Certain long-lived assets and liabilities are converted at historical rates. Resulting gains or losses from translating foreign currency financial statements are recorded as other comprehensive income (loss). We enter foreign currency transactions when a transaction is denominated in currency other than our functional currency. A transaction is initially measured and recorded using the exchange rate on the date of the transaction. Transactions are then remeasured at the end of each reporting period using the exchange rate at that date. The resulting gains or losses are recorded in the consolidated statements of operations within other income, net. e. 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. f. Segments We manage our business using two distinct operating segments. Our chief operating decision maker (“CODM”) reviews financial information pertaining to our Transportation and Civil segments. The classification of revenue and gross profit for segment reporting purposes is reliant on management judgment. At times, our segments undertake projects together or share resources and equipment. We also allocate some costs between segments which can include facility costs, equipment costs, and other operating expenses. g. Concentration Risk As of December 31, 2023, we had one customer that comprises 15% of our contract receivables. As of December 31, 2022, we had two customers that each comprise 11% of our contract receivables. The percentage of our labor force subject to collective bargaining agreements was 20% , 26% , and 18% as of December 31, 2023, December 31, 2022, and December 31, 2021, respectively. The collective bargaining agreements are due to expire by 2026. We consider our relationships with our employees and the applicable labor unions to be satisfactory. During the year ended December 31, 2023, revenue earned from two customers individually exceeded 10% of annual revenue. Revenue from each customer was 17.3% and 13.7%. During the year ended December 31, 2022, there were no customers who individually comprised 10% of annual revenue. During the year ended December 31, 2021, revenue earned from one customer was 10.5%. During the year ended December 31, 2023, revenue earned from operations in Florida, Texas, and the Bahamas was approximately 19.7%, 18.9%, and 17.3% respectively. Remaining revenue earned was from operations in 29 other states, territories, or provinces. Foreign revenue earned was 22.9% of total revenue. During the year ended December 31, 2022, revenue earned from operations in Texas and Florida was approximately 24.9% and 16.3%, respectively. Remaining revenue earned was from operations in 23 other states, territories, or provinces. Foreign revenue earned was 15% of total revenue. During the year ended December 31, 2021, revenue earned from operations in Texas and Florida was approximately 26.9% and 18.1%, respectively. Remaining revenue earned was from operations in 33 other states, territories, or provinces. Foreign revenue earned was 9% of total revenue. h. Revenue and Cost Recognition We recognize revenue in accordance with FASB ASC 606 (“ASC 606”). In accordance with ASC 606, we follow the five-step process to recognize revenue: 1. Identify the contract 2. Identify performance obligations 3. Determine the transaction price 4. Allocate the transaction price 5. Recognize revenue Most of our contracts consist of firm fixed-price and fixed-price per unit arrangements. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Our contracts do not include a significant financing component. The transaction price for our contracts may include variable consideration, which includes increases to transaction price for approved, unapproved and unpriced change orders, claims, increased performance of units and incentives, and reductions to transaction price for decreased performance of units and liquidated damages. Variable consideration is recognized when realization of the adjustment is probable, and the amount can be reasonably determined. We recognize adjustments in estimated profit on contracts under the cumulative catch-up method. Our performance obligations are generally satisfied over time as work progresses. Revenue is recognized over time using the input method, measured by the percentage of cost incurred to date to estimated total cost for each contract. This method is used because we believe expended cost to be the best available measure of progress on contracts. Because of the uncertainties in estimating costs, it is reasonably possible that the estimates used will change within the near term. Cost of construction includes all direct material, subcontractor, equipment, and labor and certain other direct costs, as well as those indirect costs related to contract performance. Selling, general and administrative costs are charged to operations as directly incurred. Costs to mobilize equipment to a jobsite, prior to substantive work beginning (“mobilization costs”) and costs to insure a contract (“bonds and insurance”) are capitalized as incurred and amortized over the expected duration of the contract. Capitalized contract costs are included as contract assets on the consolidated balance sheets and are amortized over the expected contract length. Provisions for estimated losses on incomplete contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability may result in revisions to costs and income, which are recognized in the period in which the revisions are determined. Changes in estimated job profitability resulting from job performance, job conditions, contract penalty provisions, claims, change orders, and settlements, are accounted for as changes in estimates in the current period. (Amounts in thousands) December 31, 2023 December 31, 2022 Costs to insure $ 20,997 $ 25,091 Mobilization costs 7,617 6,990 Costs to fulfill contracts, net $ 28,614 $ 32,081 During the years ended December 31, 2023 and December 31, 2022, we amortized $15.0 million and $14.5 million, respectively, of mobilization and costs to insure contracts to cost of construction in the consolidated statements of operations. Contract assets represent revenues recognized in excess of amounts billed. We anticipate substantially all incurred costs associated with contract assets to be billed and collected within one year or the lifecycle of a construction project. Contract liabilities represents billings in excess of revenues recognized. We report revenue net of any taxes collected from the customer and remitted to government agencies. i. Fair Value Measurement FASB ASC 820, Fair Value Measurements and Disclosures Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that we have the ability to access. Level 2 Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets in inactive markets, inputs other than quoted prices that are observable for the asset or liability, inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. All assets and liabilities have been valued using a market approach, except for Level 3 assets. Fair values for assets in Level 2 are estimated using quoted market prices for the funds’ investment assets in active and inactive markets. Fair values for assets in Level 3 are estimated based on estimated fair values of the funds’ underlying assets as provided by third-party pricing information without adjustment, which are believed to be illiquid. There were no significant transfers in or out of Levels 1, 2, or 3 during 2023 or 2022. j. 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. Restricted cash deposited by the sureties is of immediate use for completing the active bonded projects. As the bonded projects progress toward completion, there are provisions that remove the restrictions on the restricted cash balances based upon the completion status of the Backlog of bonded contracts. See Note 4 for more information. (Amounts in thousands) December 31, 2023 December 31, 2022 Cash and cash equivalents at beginning of year $ 57,915 $ 63,342 Restricted cash at beginning of year 14,076 47,900 Cash, cash equivalents, and restricted cash at beginning of year $ 71,991 $ 111,242 Cash and cash equivalents at end of year $ 49,176 $ 57,915 Restricted cash at end of year 14,644 14,076 Cash, cash equivalents, and restricted cash at end of year $ 63,820 $ 71,991 k. Accounts Receivable, Net We provide an allowance for credit losses, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Normal contracts receivable are 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 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 evaluation and specific circumstances of the customer. We expect to collect $82.7 million of our outstanding retainage receivables, net, within the next twelve months. We can apply in writing at the time of substantial performance of the contract to substitute the amount retained as warranty receivable with a substitute bond of equal or greater value. It is at the discretion of the owners to accept a substitute bond. As of December 31, 2023, and December 31, 2022, we had an allowance for credit losses of $1.3 million and $1.5 million, respectively. l. Inventory Inventory consists mainly of materials utilized for Heritage Materials’ materials producing plants, is stated at the lower of cost (first in, first out) or net realizable value and is reported in other current assets. As of December 31, 2023, and December 31, 2022, we had inventory of $5.5 million and $9.8 million, respectively. m. Deferred Financing Costs We capitalize costs related to the issuance of debt. Deferred financing costs are presented with noncurrent liabilities as a reduction of long-term debt on our consolidated balance sheets. The amortization of such costs is recognized as interest expense using the interest method over the term of the respective debt instruments to which they pertain. n. Property and Equipment Depreciation on property and equipment is provided by the straight-line method over the estimated useful life of the assets and includes amortization of finance leases. Assets for certain joint ventures are depreciated over the estimated life of the contract. Maintenance and repairs are expensed as incurred, while replacements and improvements are capitalized. In the case of property and equipment disposal, costs and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss on a sale or retirement of property and equipment used in construction are recorded within cost of construction. Gains and losses related to all other property and equipment are reflected in other income, net in the consolidated statements of operations. A summary of the estimated useful lives is as follows: Buildings 40 years Leasehold improvements Lesser of 15 years or lease term Auto and trucks 3 Machinery and equipment 5 Office and safety equipment 3 Useful lives of property and equipment may be adjusted as differing equipment use and circumstances present. o. 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 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. For the years ended December 31, 2023, December 31, 2022, and December 31, 2021, 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. p. 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 year ended December 31, 2023, we did not identify any triggering events that would require a quantitative assessment. Intangible assets with a definite useful life are amortized over their useful lives. For the years ended December 31, 2023, December 31, 2022, and December 31, 2021, we recorded amortization expense of $0.5 million, $1.0 million, and $1.8 million, respectively. q. Commitments and Contingencies We are involved in various lawsuits and claims that arise in the normal course of business. Amounts associated with lawsuits or claims are reserved for matters in which it is believed that losses are probable and can be reasonably estimated. In addition to matters in which it is believed that losses are probable, disclosure is also provided for matters in which the likelihood of an unfavorable outcome is at least reasonably possible but for which a reasonable estimate of loss or range of loss is not possible. Legal fees are expensed as incurred. We self-insure workers’ compensation, general liability, and auto insurance up to $0.3 million per claim for Southland Contracting, Inc., American Bridge Company, and Johnson Bros. Corporation, except in New York, which general liability is $2.0 million per claim. The policies covering Oscar Renda Contracting, Inc. and Heritage Materials, LLC have a $100 thousand deductible per claim. As of December 31, 2023, and December 31, 2022, we had $11.9 million and $12.8 million, respectively, in self-insurance reserves. r. Income Taxes Prior to the Merger, Southland LLC, and various domestic subsidiaries, elected to be taxed as an S-corporation, under the provisions of Subchapter S of the Internal Revenue Code. As such, their respective earnings were not subject to entity level income tax, but instead, the owners were liable for federal income taxes on their respective shares of the applicable income. American Bridge and Oscar Renda, two domestic subsidiaries of Southland LLC, had historically been taxed as separate C-corporations and their income subject to entity-level tax. Following the closing of the Merger on February 14, 2023, Southland LLC, along with various domestic subsidiaries, elected to voluntarily revoke their S-corporation status effective January 1, 2023. As a result, Southland LLC, and their domestic subsidiaries, will elect to file a consolidated corporate income tax return for the 2023 calendar year. As a joint venture, Southland Mole joint venture and Southland Renda joint venture are treated as partnerships for federal income tax purposes and do not pay federal income taxes. STM JV and SA JV are disregarded entities for tax purposes; their income is attributed to their respective joint venture owners. Southland Contracting, Inc., Southland Mole of Canada, Mole Constructors, Inc., and Oscar Renda Contracting of Canada, Inc., a wholly owned subsidiary of Oscar Renda Contracting, Inc., are subject to foreign taxes on their respective share of taxable income from operations outside of the US. For entities subject to income tax, income taxes are recognized during the year in which transactions enter into the determination of financial statement income (loss). Any taxes on foreign income in excess of a deemed return on tangible assets of foreign corporations are accounted for as period costs. Deferred income tax assets and liabilities are recognized for the future tax consequences of temporary differences between the book carrying amount and the tax basis of assets and liabilities including net operating loss carryforwards. A valuation allowance is provided against a deferred income tax asset when it is “more likely than not” the asset will not be realized. Similarly, if a determination is made that it is “more likely than not” the deferred income tax asset will be realized, the related valuation allowance would be reduced and a benefit to earnings would be recorded. Penalties and interest are recognized as a component of the income tax provision. Tax benefits are recognized in the consolidated financial statements for tax positions taken or expected to be taken in a tax return when it is “more likely than not” that the tax authorities will sustain the tax position solely on the basis of the position’s technical merits. Consideration is given primarily to legislation and statutes, legislative intent, regulations, rulings, and case law as well as their applicability to the facts and circumstances of the tax position when assessing the sustainability of the tax position. In the event a tax position no longer meets the “more likely than not” criteria, the tax benefit is reversed by recognizing a liability and recording a charge to earnings. Conversely, if a tax position subsequently meets the “more likely than not” criteria, a tax benefit would be recognized by reducing the liability and recording a credit to earnings. We classify interest and penalties attributable to income taxes as part of income tax expense. s. Leases Leases are recognized under Accounting Standards Codification 842, Leases (“ASC 842”). We determine whether a contract contains a lease at contract inception and classify it as either finance or operating. A contract contains a lease if there is an identified asset, and we have the right to control the asset. Finance leases are generally those that allow us to substantially utilize or pay for the entire asset over its estimated useful life. Finance leases are recorded in property and equipment, net, and finance lease liabilities within short-term lease liabilities and long-term lease liabilities on the consolidated balance sheets. Finance lease right-of-use assets are amortized in costs of construction on a straight-line basis over the shorter of the estimated useful lives of the assets or the lease term, with the interest component for lease liabilities included in interest expense and recognized using the effective interest method over the lease term. Operating lease right-of-use assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating leases are recorded in right-of-use assets, short-term lease liabilities, and long-term lease liabilities on our consolidated balance sheets. In the consolidated statements of operations, lease expense for operating lease payments is recognized on a straight-line basis over the lease term and recorded in cost of construction for leases related to our projects or selling, general, and administrative expenses for all other leases. ASC 842 allows lessees an option to not recognize right-of-use assets and lease liabilities arising from short-term leases. A short-term lease is defined as a lease with an initial term of 12 months or less. We elected to not recognize short-term leases as right-of-use assets and lease liabilities on the consolidated balance sheets. All short-term leases which are not included on our consolidated balance sheets will be recognized within lease expense. Leases that have an initial term of 12 months or less with an option for renewal will need to be assessed in order to determine if the lease qualifies for the short-term lease exception. If the option is reasonably certain to be exercised, the lease does not qualify as a short-term lease. Finance and operating lease right-of-use assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Our lease liabilities are recognized based on the present value of the remaining fixed lease payments, over the lease term, using a discount rate. For the purpose of lease liability measurement, we consider only payments that are fixed and determinable at the time of commencement. Some leasing arrangements require variable payments that are dependent upon usage or output, or may vary for other reasons, such as insurance or tax payments. Any variable payments are expensed as incurred. We use our incremental borrowing rate at the commencement date in determining the present value of the lease payments for all asset classes, unless the implicit rate is readily determinable. Our lease terms may include options to extend or terminate the lease and are recognized when it is reasonably certain that we will exercise that option. We have lease agreements with lease and non-lease components, which are accounted for as a single lease component for all classes of leased assets for which we are the lessee. For certain equipment leases, the portfolio approach is applied to account for the operating lease right-of-use assets and lease liabilities. Lease assets are tested for impairment in the same manner as long-lived assets used in operations. See Note 11 for additional information. t. Recently Adopted Accounting Pronouncements In December 2019, FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“Update 2019-12”), which removes certain exceptions for investments, intra-period allocations and interim tax calculations and adds guidance to reduce complexity in accounting for income taxes. Update 2019-12 was adopted as of January 1, 2021. The various amendments in Update 2019-12 are applied on a retrospective basis, modified retrospective basis and prospective basis, depending on the amendment. Our adoption of Update 2019-12 did not have a material impact on our consolidated financial statements and related disclosures. In March 2020, FASB issued ASU 2020-04, Reference Rate Reform (“Topic 848”): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“Update 2020-04”), which provides optional expedients and exceptions for applying GAAP principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in Update 2020-04 apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. We adopted Topic 848 as of January 1, 2021. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected optional expedients for and that are retained through the end of the hedging relationship. The provisions in Update 2020-04 are effective upon issuance and can be applied prospectively through December 31, 2022. Our adoption of Update 2020-04 did not have a material impact on our consolidated financial statements and related disclosures. Our outstanding debt uses the Secured Overnight Financing Rate (“SOFR”). In June 2016, FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, (“Topic 326”). The standard requires the immediate recognition of estimated credit losses expected to occur over the life of financial assets rather than the current incurred loss impairment model that recognizes losses when a probability threshold is met. Topic 326 is effective for annual periods beginning after January 1, 2023, and interim periods within those fiscal years. The implementation of Topic 326 in 2023 did not have a material impact on our consolidated financial statements given the nature of our contracts and our historical loss experience. Recently Issued Accounting Standards 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 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 Registra |
Investment in Joint Ventures
Investment in Joint Ventures | 12 Months Ended |
Dec. 31, 2023 | |
Investment in Joint Ventures | |
Investment in Joint Ventures | 3. Investment in Joint Ventures American Bridge Holding Company and Subsidiaries American Bridge enters into various joint venture agreements with unrelated parties for completion of certain construction projects to mitigate risk or add additional competencies or capacity. These construction related joint ventures are accounted for using the equity method for balance sheets reporting and the proportional consolidation method for statements of operations reporting. American Bridge entered into the Tappan Zee Constructors (“TZC”) joint venture with Fluor Enterprises, Inc., Granite Construction Northeast, Inc., and Traylor Bros., Inc., for the purpose of constructing the new Tappan Zee Bridge in New York. American Bridge has a 23.33% membership in the joint venture. American Bridge entered into the Forth Crossing Bridge Constructors (“FCBC”) joint venture with HOCHTIEF Solutions AG, Dragados S.A. and Morrison Construction for the purpose of constructing the Forth Replacement Crossing Bridge in Scotland. American Bridge has a 28% partnership interest in the joint venture. American Bridge entered into a joint venture with Skanska USA Civil Southeast, Inc. and Nova Group, Inc., forming EHW Constructors JV (“EHW”) for the purpose of constructing a large-diameter steel pile supported precast and cast-in-place concrete wharf that supports a large structural steel building. American Bridge has a 35% partnership interest in the joint venture. American Bridge entered into the SA Connects joint venture with AECON Pacific Northwest Inc., for the purpose of constructing the District 1 Middle Mile Broadband Network. American Bridge has a 50% partnership interest in the joint venture. American Bridge entered into the SA Connects Pennsylvania joint venture with AECON Energy US Ltd., for the purpose of constructing the Plenary Broadband Infrastructure PA. American Bridge has a 50% partnership interest in the joint venture. Summarized and unaudited financial information of the noncontrolled joint ventures as of and for the years ended December 31, 2023, December 31, 2022 and December 31, 2021, is as follows: As of and for the year ended (Amounts in thousands) December 31, 2023 Assets Liabilities Revenues Income (loss) FCBC $ 5,089 $ 5,143 $ 5,001 $ 3,508 TZC 560,589 79,663 (30,343) 2,863 EHW 374 124 — 3 SA Connects CA 725 725 610 — SA Connects PA 1,780 1,645 1,149 135 As of and for the year ended (Amounts in thousands) December 31, 2022 Assets Liabilities Revenues Income (loss) FCBC $ 3,256 $ 11,509 $ (1,555) $ (3,949) TZC 530,834 22,770 (17,816) 337 EHW 415 167 — (5) As of and for the year ended (Amounts in thousands) December 31, 2021 Assets Liabilities Revenues Income (loss) FCBC $ 2,574 $ 11,419 $ 6,380 $ 6,019 TZC 551,074 43,290 (9,337) (56) EHW 461 208 — (5,706) American Bridge has recognized the following as of and for the years ended December 31, 2023, December 31, 2022 and December 31, 2021. As of and for the year ended (Amounts in thousands) December 31, 2023 Revenue Income (loss) Equity FCBC $ 1,400 $ 982 $ (15) TZC (7,080) 668 106,516 EHW — 1 88 SA Connects CA 305 — — SA Connects PA 574 68 68 Total $ (4,801) $ 1,719 $ 106,657 As of and for the year ended (Amounts in thousands) December 31, 2022 Revenue Income (loss) Equity FCBC $ (435) $ (1,106) $ (2,311) TZC (4,157) 79 108,509 EHW — (2) 87 Total $ (4,592) $ (1,029) $ 106,285 As of and for the year ended (Amounts in thousands) December 31, 2021 Revenue Income (loss) Equity FCBC $ 1,787 $ 1,686 $ (2,477) TZC (2,179) (13) 104,259 EHW — (200) 89 Total $ (392) $ 1,473 $ 101,871 For TZC, the investment balance is substantially comprised of the forecasted recovery of a claim which has been adjusted to a present value of $106.5 million and $108.5 million for 2023 and 2022, respectively. As of September 30, 2020, American Bridge entered into an arrangement with an external party to share in the future proceeds of this claim. American Bridge had recorded a liability to the external party in the amount of $49.1 million and $47.2 million as of December 31, 2023 and December 31, 2022, respectively, which is included in long-term accrued liabilities on the consolidated balance sheets. Oscar Renda Contracting of Canada, Inc. Oscar Renda Contracting of Canada, Inc. (“ORCC”) enters into various joint venture agreements with unrelated parties for completion of certain construction projects. These construction related joint ventures are accounted for using the equity method for balance sheet reporting and the proportional consolidation method for statements of operations reporting. ORCC entered into the Red River Solutions GP (“RRSGP”) joint venture with AECON, Inc. for the purpose of constructing the new North End Sewage Treatment Plant during June of 2019. ORCC has a 50% membership in the joint venture. Summarized and unaudited financial information of the noncontrolled joint ventures as of and for the year ended December 31, 2023, December 31, 2022 and December 31, 2021. As of and for the year ended (Amounts in thousands) December 31, 2023 Assets Liabilities Revenues Income RRSGP $ 44,660 $ 16,907 $ 58,766 $ 12,264 As of and for the year ended (Amounts in thousands) December 31, 2022 Assets Liabilities Revenues Income RRSGP $ 34,596 $ 19,670 $ 60,130 $ 12,165 As of and for the year ended (Amounts in thousands) December 31, 2021 Assets Liabilities Revenues Income RRSGP $ 9,468 $ 5,999 $ 17,515 $ 3,502 ORCC has recognized the following as of and for the year ended December 31, 2023, December 31, 2022 and December 31, 2021. As of and for the year ended (Amounts in thousands) December 31, 2023 Revenue Income Equity RRSGP $ 30,756 $ 7,254 $ 14,992 As of and for the year ended (Amounts in thousands) December 31, 2022 Revenue Income Equity RRSGP $ 30,106 $ 6,021 $ 7,439 As of and for the year ended (Amounts in thousands) December 31, 2021 Revenue Income Equity RRSGP $ 8,762 $ 1,752 $ 1,739 |
Fair Value of Investments
Fair Value of Investments | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value of Investments | |
Fair Value Measurements | 4. Fair Value of Investments Fair value of investments measured on a recurring basis as of December 31, 2023, and December 31, 2022, were as follows: December 31, 2023 (Amounts in thousands) Fair Value Level 1 Level 2 Level 3 Marketable Securities Common Stocks $ — $ — $ — $ — Total — — — — Investments Noncurrent Private Equity 3,235 — — 3,235 Total noncurrent 3,235 — — 3,235 Overall Total $ 3,235 $ — $ — $ 3,235 December 31, 2022 (Amounts in thousands) Fair Value Level 1 Level 2 Level 3 Marketable Securities Common Stocks $ 8 $ 8 $ — $ — Total 8 8 — — Investments Noncurrent Private Equity 3,261 — — 3,261 Total noncurrent 3,261 — — 3,261 Overall Total $ 3,269 $ 8 $ — $ 3,261 Assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2023, and December 31, 2022: (Amounts in thousands) Private Equity Total Balance - January 1, 2023 $ 3,261 $ 3,261 Total gains (realized / unrealized): In Earnings: 169 169 Purchases, issuances, and sales: Purchases 142 142 Sales (337) (337) Balance - December 31, 2023 $ 3,235 $ 3,235 (Amounts in thousands) Private Equity Total Balance - January 1, 2022 $ 3,925 $ 3,925 Total gains (realized / unrealized): In Earnings: 263 263 Purchases, issuances, and sales: Purchases 131 131 Sales (1,058) (1,058) Balance - December 31, 2022 $ 3,261 $ 3,261 |
Investing Activities
Investing Activities | 12 Months Ended |
Dec. 31, 2023 | |
Investing Activities | |
Investing Activities | 5. Investing Activities All securities are trading securities and are presented in the consolidated financial statements at fair value. For purposes of determining realized gains and losses, the cost of securities sold is based on specific identification. All unrealized and realized gains and losses, including interest and dividends from investing activities, are included in the consolidated statements of operations within gain (loss) on investments, net. We did not have any activity in marketable securities as of December 31, 2023. Cost and fair value of marketable securities as of December 31, 2022, was as follows. December 31, 2022 (Amounts in thousands) Amortized Costs Net gains Fair value Common stocks $ — $ 8 $ 8 Total $ — $ 8 $ 8 We did not have any current marketable securities as of December 31, 2023 and December 31, 2022. Cost and fair value of noncurrent marketable securities as of December 31, 2023, and December 31, 2022, was as follows: December 31, 2023 (Amounts in thousands) Amortized Costs Net gains Fair value Private equity $ 637 $ 2,598 $ 3,235 Total $ 637 $ 2,598 $ 3,235 December 31, 2022 (Amounts in thousands) Amortized Costs Net gains Fair value Private equity $ 688 $ 2,573 $ 3,261 Total $ 688 $ 2,573 $ 3,261 The noncurrent investments are in certain fairly-illiquid private equity funds. These equity funds are presented within the investments line on our consolidated balance sheets. The private equity funds invest in selected equity investments. Opportunities for redemption are limited and depend on locating another investor to purchase the interest that we desire to sell. As of December 31, 2023, and December 31, 2022, we had unfunded commitments to invest $1.3 million and $1.5 million, respectively. During the years ended December 31, 2023, December 31, 2022, and December 31, 2021, we did not recognize a net gain or loss from the sale of trading securities. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue | |
Revenue | 6. Revenue Revenue is recognized over time using the input method in accordance with ASC 606, measured by the percentage of cost incurred to date to estimated total cost for each contract. This method is used because we believe expended cost to be the best available measure of progress on contracts. Our contracts are primarily in the form of firm fixed-price and fixed-price per unit. A large portion of our contracts have scope defined adequately, which allows us to estimate total contract value upon the signing of a new contract. Upon signing a new contract, we allocate the total consideration across various contractual promises to transfer a distinct good or service to a customer. These are grouped into specific performance obligations. This process requires significant management judgement. Most of our contracts have a single performance obligation. For contracts with multiple performance obligations, we allocate the total transaction price based on the estimated standalone selling price, which is the total project costs plus a budgeted margin percentage, for each of the performance obligations. Revenue is recognized when, or as, the performance obligations are satisfied. Our contracts do not include a significant financing component. Costs to obtain contracts are generally not significant and are expensed in the period incurred. Estimating cost to complete long-term contracts involves a significant amount of estimation and judgement. For long-term contracts, we use the calculated transaction price, estimated cost to complete the project, and the total costs incurred on the project to date to calculate the percentage of the project that is complete. The costs to complete the project and the transaction price can change due to unforeseen events that can either increase or decrease the margin on a particular project. Our contract structure allows for variable consideration. A significant portion of this variable consideration comes in the form of change order requests and claims. Other variable consideration can include volume discounts, performance bonuses, incentives, liquidated damages, and other terms that can either raise or lower the total transaction price. We estimate variable consideration based on the probability of being entitled to collection of specific amounts. We include amounts that we believe we have an enforceable right to collect based on our probability of success with specific claims or contractual rights. Our estimates of total variable consideration rely on all available information about our customer including historical, current, and forecasted information. Many of our contracts require contract modifications resulting from a change in contract scope or requirements. Change orders are issued to document changes to the original contract. We can have approved and unapproved change orders. Unapproved change orders are contract modifications for which we or our customers have not agreed to terms, scope and price. Contract modifications are necessary for many reasons, including but not limited to, changes to the contract specifications or design from the customer, modification to the original scope, changes to engineering drawings, or other required deviation from the original construction plan. Contract modifications may also be necessary for reasons including, but not limited to, other changes to the contract which may be out of our control, such as rain or other weather delays, incomplete, insufficient, inaccurate engineering drawings, different site conditions from information made available during the estimating process, or other reasons. An unapproved change order may turn into a formal claim if we cannot come to an agreement with the owner but are contractually entitled to recovery of costs and profits for work performed. Costs incurred related to contract modifications are included in the estimated costs to complete and are treated as project costs when incurred. Unless the contract modification is distinct from the other goods and services included within the project, the contract modification is accounted for as part of the existing contract. The effect of any modifications on the transaction price, and our measure of the percentage-of-completion on specific performance obligations for which the contract modification relates, is recognized as a cumulative catch-up adjustment to revenue recognized. In some cases, contract modifications may not be fully settled until after the completion of work as specified in the original contract. We review and update our contract estimates regularly. Any adjustments in estimated profit on contracts is recognized under the cumulative catch-up method. Under this method, the cumulative impact of the profit adjustment is recognized in the period the adjustment is identified. Revenue and profit in future periods are then recognized using an updated estimate that uses inputs consisting of the remaining transaction price, the remaining contract term, and the remaining costs to be incurred on the project. If a contract is deemed to be in a loss position, the projected loss is recognized in full, including reversal of any previously recognized margin, in the period in which the change in estimate is made. Losses are recognized as an accrued loss provision on the consolidated balance sheets in the accrued liabilities caption. For contract revenue after the date that the loss is accrued, the accrued loss provision is adjusted so that the gross profit for the contract remains zero in future periods, subject to future adjustments to the overall expected profit or loss as determined at such time. As of December 31, 2023 and December 31, 2022, we had $17.3 million and $9.4 million, respectively, in accrued loss provisions. As of December 31, 2023, and December 31, 2022, we had $139.6 million and $144.2 million, respectively, of unapproved contract modifications included within our various projects’ transaction prices. These modifications are in negotiation with our customers or other third parties. We estimate the likelihood of collection during the bidding process for new contracts. Customers with history of late or non-payment are avoided in the bidding process. We consider the necessity for write-down of receivable balances in conjunction with GAAP when evaluating our estimates of transaction price and estimated costs to complete our projects. We bill our customers in conjunction with our contract terms. Our contracts have three main categories, (i) contracts that are billed based on a specific timeline, (ii) contracts that are billed upon the completion of certain phases of work, or milestones, and (iii) contracts that are billed as services are provided. Some of our contracts are billed following the recognition of certain revenue. This creates an asset on our consolidated balance sheets captioned “contract assets.” Other contracts’ schedules allow us to bill customers prior to recognizing revenue. These contracts create a liability on our consolidated balance sheets captioned “contract liabilities.” We segregate our business into two reportable segments: Transportation and Civil. Our CODM uses these segments in order to operate the business. Our segments offer different specialty infrastructure services. Our CODM regularly reviews our operating and financial performance based on these segments. Each of our reportable segments is composed of similar business units that specialize in specialty infrastructure projects that are unique. Our business is managed using revenue and gross profit primarily. Our CODM regularly uses this information to review operating results, plan future bids, allocate resources, target customers, and plan future growth and capital allocations. To determine reportable segment gross profit, certain allocations, including allocations of shared and indirect costs, such as facility costs, equipment costs, and indirect operating expenses, were made. Our Civil segment is comprised of Oscar Renda Contracting, Inc., Mole Constructors, Inc., Southland Contracting, Inc., Southland Holdings, LLC, Renda Pacific, LLC, Southland Renda JV, Southland RE Properties, Oscar Renda Contracting Canada, Southland Mole of Canada, Southland Technicore Mole joint venture, and Southland Astaldi joint venture. This segment focuses on projects throughout North America that include the design and construction of water pipeline, pump stations, lift stations, water and wastewater treatment plants, concrete and structural steel, outfall, and tunneling. Our Transportation segment is comprised of American Bridge, Heritage Materials, LLC, and Johnson Bros. Corporation. This segment operates throughout North America and specializes in services that include the design and construction of bridges, roadways, marine, dredging, ship terminals, and piers, and specialty structures and facilities. Total assets by segment are not presented as our CODM, as defined by ASC 280, does not review or allocate resources based on segment assets. We do not have material intersegment revenue or gross profit. Joint ventures are classified into the segment with which the projects align. Segment Revenue Revenue by segment for the years ended December 31, 2023, December 31, 2022, and December 31, 2021, was as follows: (Amounts in thousands) December 31, 2023 December 31, 2022 December 31, 2021 % of Segment % of Segment % of Segment Segment Revenue Revenue Revenue Revenue Revenue Revenue Civil $ 337,524 29.1 % $ 305,324 26.3 % $ 391,629 30.6 % Transportation 822,893 70.9 % 856,107 73.7 % 887,557 69.4 % Total revenue $ 1,160,417 100.0 % $ 1,161,431 100.0 % $ 1,279,186 100.0 % Segment Gross Profit Gross profit by segment for the years ended December 31, 2023, December 31, 2022, and December 31, 2021, was as follows: (Amounts in thousands) December 31, 2023 December 31, 2022 December 31, 2021 % of Total % of Total % of Total Segment Gross Profit (Loss) Revenue Gross Profit Revenue Gross Profit Revenue Civil $ 51,686 15.3 % $ 45,464 14.9 % $ 40,913 10.4 % Transportation (15,872) (1.9) % 95,470 11.2 % 73,275 8.3 % Gross profit $ 35,814 3.1 % $ 140,934 12.1 % $ 114,188 8.9 % Revenue earned outside of the United States was 23% for the year ended December 31, 2023, 7% for the year ended December 31, 2022, and 9% for the years ended December 31, 2021. |
Cost and Estimated Earnings on
Cost and Estimated Earnings on Uncompleted Contracts | 12 Months Ended |
Dec. 31, 2023 | |
Cost and Estimated Earnings on Uncompleted Contracts | |
Cost and Estimated Earnings on Uncompleted Contracts | 7. Cost and Estimated Earnings on Uncompleted Contracts Contract assets as of December 31, 2023, and December 31, 2022, consisted of the following: (Amounts in thousands) December 31, 2023 December 31, 2022 Costs in excess of billings $ 525,588 $ 480,825 Costs to fulfill contracts, net 28,614 32,081 Contract assets $ 554,202 $ 512,906 Costs and estimated earnings on uncompleted contracts were as follows as of December 31, 2023, and December 31, 2022: (Amounts in thousands) December 31, 2023 December 31, 2022 Costs incurred on uncompleted contracts $ 7,293,246 $ 6,874,709 Estimated earnings 456,852 398,917 Costs incurred and estimated earnings 7,750,098 7,273,626 Less: billings to date (7,417,861) (6,924,358) Costs to fulfill contracts, net 28,614 32,081 Net contract position $ 360,851 $ 381,349 Our net contract position is included on the consolidated balance sheets under the following captions: (Amounts in thousands) December 31, 2023 December 31, 2022 Contract assets $ 554,202 $ 512,906 Contract liabilities (193,351) (131,557) Net contract position $ 360,851 $ 381,349 On certain projects we have submitted and have pending unresolved contract modifications and/or affirmative claims to recover additional costs to which we believe we are entitled under the terms of contracts with customers, subcontractors, vendors or others. The owners or their authorized representatives and/or other third parties may be in partial or full agreement with the modifications or claims, or may have rejected or disagree entirely or partially as to such entitlement. (Amounts in thousands) December 31, 2023 December 31, 2022 Costs in excess of billings $ 208,203 $ 156,127 Investments 98,209 104,643 Claims asset total $ 306,412 $ 260,770 On January 1, 2023, we had contract liabilities of $131.6 million, of which $124.1 million was recognized as revenue during the year ended December 31, 2023. On January 1, 2022, we had contract liabilities of $111.2 million, of which $102.5 million was recognized as revenue during the year ended December 31, 2022. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment | |
Property and Equipment | 8. Property and Equipment As of December 31, 2023, and December 31, 2022, property and equipment consisted of the following: (Amounts in thousands) December 31, 2023 December 31, 2022 Land $ 6,170 $ 6,211 Buildings 30,904 31,225 Auto and trucks 32,792 29,967 Machinery and equipment 305,068 304,501 Assets in progress 7,209 162 Office and safety equipment 1,258 1,244 Property and equipment, at cost 383,401 373,310 Less: accumulated depreciation (281,251) (259,226) Property and equipment, net $ 102,150 $ 114,084 For the years ended December 31, 2023, December 31, 2022, and December 31, 2021, we recorded depreciation expense of $29.9 million, $44.6 million, and $45.0 million, respectively. |
Intangibles
Intangibles | 12 Months Ended |
Dec. 31, 2023 | |
Intangibles | |
Intangibles | 9. Intangibles For the year ended December 31, 2023, we performed a qualitative analysis of our indefinite-lived intangible asset and goodwill and noted no indicators of impairment. Through our analysis, we determined that it is not more likely than not that the carrying value of our indefinite-lived intangible asset and goodwill exceeded its fair value. We had goodwill of $1.5 million as of December 31, 2023, and December 31, 2022. As of December 31, 2023, and December 31, 2022, intangible assets, net consisted of the following: December 31, 2023 Weighted-Average Remaining Gross Amortization Period Carrying Accumulated Net Carrying (Amounts in thousands; except years) (Years) Value Amortization Value Indefinite-lived intangible assets: Trademarks $ 1,180 $ — $ 1,180 Finite-lived intangible assets: Backlog 1.0 4,732 4,230 502 Total intangible assets, net $ 5,912 $ 4,230 $ 1,682 December 31, 2022 Weighted-Average Remaining Gross Amortization Period Carrying Accumulated Net Carrying (Amounts in thousands; except years) (Years) Value Amortization Value Indefinite-lived intangible assets: Trademarks $ 1,180 $ — $ 1,180 Finite-lived intangible assets: Backlog 0.7 4,732 3,694 1,038 Total intangible assets, net $ 5,912 $ 3,694 $ 2,218 We recorded amortization of intangible assets of $0.5 million, $1.0 million, and $1.8 million for the years ended December 31, 2023, December 31, 2022, and December 31, 2021, respectively. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2023 | |
Long-Term Debt. | |
Long-Term Debt | 10. Long-Term Debt Long-term debt and credit facilities consisted of the following as of December 31, 2023, and December 31, 2022: (Amounts in thousands) December 31, 2023 December 31, 2022 Secured notes $ 210,197 $ 177,914 Mortgage notes 689 901 Revolving credit facility 90,000 95,000 OEM notes — 31 Total debt 300,886 273,846 Unamortized deferred financing costs (526) (246) Total debt, net 300,360 273,600 Less: Current portion (48,454) (46,322) Total long-term debt $ 251,906 227,278 The weighted average interest rate on total debt outstanding as of December 31, 2023, and December 31, 2022, was 6.12% and 4.02%, respectively. As of December 31, 2023, our fleet of equipment was subject to liens securing our debt. In February 2024, the Company amended the revolving credit facility to restructure certain covenant levels. We are currently in compliance with all applicable debt covenants, as amended or waived. The waiver period included in the amended agreement is through December 31, 2024. Revolving Credit Facility In July 2021, we entered into a revolving credit facility agreement with Frost Bank for $50.0 million. As of December 31, 2022, the revolving credit facility agreement had been amended and increased to $100.0 million. In August 2023, the revolving credit facility was extended through January 15, 2025 and we incurred $0.3 million in deferred financing costs. Secured Notes We enter into secured notes in order to finance growth within our business. In July 2023, we refinanced approximately $76.4 million of existing secured notes in exchange for a new equipment note in the amount of $113.5 million. The new equipment note is secured by specific construction equipment assets and has a five-year fully amortizing term at a fixed rate of 7.25% . We incurred $0.3 million as deferred financing cost in connection with the refinancing. The deferred financing costs are included in long-term debt on our consolidated balance sheets. Additionally, as part of the refinancing, we incurred a loss on extinguishment of debt of $0.6 million, which is included in other income, net on our consolidated statements of operations. and $0.6 million as bank service charges in connection with the refinancing. The secured notes are collateralized by certain assets of Southland’s fleet of equipment. Mortgage Notes We enter into mortgage notes in order to finance growth within our business. As of December 31, 2023, we had mortgage notes expiring between October 2024 and February 2029. Interest rates on the mortgage notes range between 3.84% and 5.99%. The mortgage notes are collateralized by certain real estate owned by Southland. OEM Notes We enter into Original Equipment Manufacturer (“OEM”) notes in order to complete certain specialty construction projects. As of December 31, 2023, we did not have any outstanding OEM notes. Debt Maturity Future long-term maturities are as follows for the years ending December 31: (Amounts in thousands) December 31, 2023 2024 $ 48,454 2025 140,170 2026 36,899 2027 30,189 2028 22,534 Thereafter 22,640 Total $ 300,886 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Leases | 11. Leases We have operating and finance leases for corporate offices, construction site related real estate, and construction equipment. The components of lease cost for the years ended December 31, 2023, December 31, 2022, and December 31, 2021, are as follows: (Amounts in thousands) December 31, 2023 December 31, 2022 December 31, 2021 Finance leases Amortization of finance leases $ 4,560 $ 7,580 $ 4,912 Interest on lease liabilities 359 547 749 Total finance lease cost 4,919 8,127 5,661 Operating lease cost 17,100 18,874 18,962 Short-term lease cost 31,753 22,710 21,134 Total lease cost $ 53,772 $ 49,711 $ 45,757 Lease costs for the years ended December 31, 2023, December 31, 2022, and December 31, 2021, included minimum rental payments under operating leases recognized on a straight-line basis over the term of the lease. Other information related to leases for the years ended December 31, 2023, December 31, 2022, and December 31, 2021, are as follows: (Amounts in thousands) December 31, 2023 December 31, 2022 December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 16,893 $ 18,769 $ 18,946 Operating cash flows for finance leases 359 547 749 Financing cash flows for finance leases 4,835 8,157 4,716 Operating leases ROU assets obtained in exchange for lease liabilities 12,164 19,558 12,391 Finance leases ROU assets obtained in exchange for lease liabilities 1,710 — 3,660 Additional information related to our leases for the year ended December 31, 2023 and December 31, 2022, is as follows: Weighted average remaining lease term (in years) December 31, 2023 December 31, 2022 Operating leases 1.7 1.6 Finance leases 2.1 2.0 Weighted average discount rate Operating leases 3.80 % 3.00 % Finance leases 5.50 % 4.80 % The following tables set forth supplemental consolidated balance sheets information related to operating and finance leases as of December 31, 2023 and December 31, 2022: (Amounts in thousands) December 31, 2023 December 31, 2022 Operating leases Operating lease right-of-use assets $ 12,492 $ 16,893 Short-term operating lease liabilities $ 8,862 $ 11,844 Long-term operating lease liabilities 3,526 4,696 Total operating lease liabilities $ 12,388 $ 16,540 Finance leases Property and equipment $ 26,012 $ 25,890 Accumulated amortization (18,485) (17,231) Property and equipment, net $ 7,527 $ 8,659 Short-term lease liabilities $ 5,219 $ 4,728 Long-term lease liabilities 1,720 5,336 Total finance lease liabilities $ 6,939 $ 10,064 Maturities of non-cancellable operating and financing leases as of December 31, 2023, are summarized in the table below: (Amounts in thousands) Finance Leases Operating Leases Total 2024 $ 5,385 $ 9,118 $ 14,503 2025 829 2,348 3,177 2026 410 898 1,308 2027 410 281 691 2028 345 143 488 Thereafter — — — Total 7,379 12,788 20,167 Less: present value discount (440) (400) (840) Lease liability $ 6,939 $ 12,388 $ 19,327 Practical Expedients We elected the package of practical expedients for adoption of the leases standard permitted under the transition guidance. The expedients allow us to carry forward historical lease classification, indirect costs, and the original determination of whether or not a contract contained an embedded lease. |
Preferred Stock and Limited Lia
Preferred Stock and Limited Liability Company | 12 Months Ended |
Dec. 31, 2023 | |
Preferred Stock and Limited Liability Company | |
Preferred Stock and Limited Liability Company | 12. Preferred Stock and Limited Liability Company During the year ended December 31, 2023, the Board of Directors approved the redemption of 17.0 million shares of Series A preferred stock and 7.4 million shares of Series B preferred stock. The preferred stock redemption was completed with a $1 per share value in exchange for a $23.8 million ten-year promissory note and $0.6 million forgiveness of accounts receivable due from holders of preferred stock. As of December 31, 2022, Oscar Renda Contracting, Inc., (“Oscar Renda”), had 17.0 million shares of Series A preferred stock outstanding. The Series A preferred stock has a par value of $1 and cumulative dividends payable annually at the prime rate published in the Wall Street Journal. The redemption rate of $1 per share is subject to a Board of Directors vote. As of December 31, 2022, Oscar Renda had 7.4 million shares of Series B preferred stock outstanding. Series B preferred stock has a par value of $1 and cumulative dividends payable annually at the prime rate published in the Wall Street Journal. The redemption rate of $1 per share is subject to a Board of Directors vote. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Income Taxes | 13. Income Taxes Prior to the Merger, Southland LLC, and various domestic subsidiaries, elected to be taxed as an S-corporation, under the provisions of Subchapter S of the Internal Revenue Code. As such, their respective earnings were not subject to entity level income tax, but instead, the owners were liable for federal income taxes on their respective shares of the applicable income. American Bridge and Oscar Renda, two domestic subsidiaries of Southland LLC, had historically been taxed as separate C-corporations and their income subject to entity-level tax. Following the closing of the Merger on February 14, 2023, Southland LLC, along with various domestic subsidiaries, elected to voluntarily revoke their S-corporation status effective January 1, 2023. As a result, Southland LLC, and their domestic subsidiaries, will elect to file a consolidated corporate income tax return for the 2023 calendar year. For consolidated financial statement and income tax purposes, we report our income under the percentage-of-completion input method. Deferred income taxes arise from timing differences resulting from income and expense items reported in different years for financial accounting and tax purposes. Deferred taxes are classified as noncurrent. For the years ended December 31, 2023, December 31, 2022, and December 31, 2021, we recorded tax expense as follows: (Amounts in thousands) December 31, 2023 December 31, 2022 December 31, 2021 Current income tax Federal $ 710 $ 9,079 $ 7,481 State 620 4,493 1,125 Foreign 2,633 1,821 2,092 Deferred income tax Federal (6,394) (499) 18,330 State (2,616) (1,059) 2,421 Foreign (319) (914) (1,798) Valuation allowance (3,161) 369 (18,706) Total tax expense (benefit) $ (8,527) $ 13,290 $ 10,945 (Amounts in thousands) December 31, 2023 December 31, 2022 December 31, 2021 Statutory rate $ (5,721) $ 15,947 $ 11,020 Untaxable earnings — (2,115) 12,073 State income taxes - net of federal benefit (2,918) 77 3,911 Change in effective state tax rate 940 — — Revocation of s-corporation status 4,799 — — Earnout (4,345) — — Foreign rate differential (5,501) — — Change in valuation allowances (3,161) 369 (18,706) Effect of foreign tax credits (443) (2,493) (327) Effect of uncertain tax positions 459 1,355 2,709 Prior year true-ups 297 196 — Effect of GILTI Inclusion 8,193 3,863 — Effect of deferred true-ups 254 (3,572) — Research and development tax credits (1,062) — — Other (318) (337) 265 Income tax expense (benefit) $ (8,527) $ 13,290 $ 10,945 The Federal statutory tax rate is 21%. Southland effective tax rate was 31.3%, 17.6%, and 20.9% for the years ended December 31, 2023, December 31, 2022, and December 31, 2021, respectively. The largest differences in our tax rate were that Southland and multiple of our affiliates have elected to be S corporations which are not subject to federal taxes for tax years ending December 31, 2022 and December 31, 2021 and subsequently revoked the S-corporation effective January 1, 2023. Additionally, foreign tax rate differences in the United States and Bahamas, as well as the effects from the Global Intangible Low-Taxed Income (“GILTI”) inclusions resulted in a difference from the federal statutory rate to Southland’s effective tax rate. A summary reconciliation between the federal statutory rate and our effective rate is below: (Amounts in thousands) December 31, 2023 December 31, 2022 December 31, 2021 Statutory rate 21.0 % 21.0 % 21.0 % Untaxable earnings — % (2.8) % 23.0 % State income taxes - net of federal benefit 10.7 % 0.1 % 7.5 % Change in effective state tax rate (3.5) % — % — % Revocation of s-corporation status (17.6) % — % — % Earnout 15.9 % — % — % Foreign rate differential 20.2 % — % — % Change in valuation allowances 11.6 % 0.5 % (35.6) % Effect of foreign tax credits 1.6 % (3.3) % (0.6) % Effect of uncertain tax positions (1.7) % 1.8 % 5.2 % Prior year true-ups (1.1) % 0.3 % — % Effect of GILTI Inclusion (30.1) % 5.1 % — % Effect of deferred true-ups (0.9) % (4.7) % — % Research and development tax credits 3.9 % — % — % Other 1.3 % (0.4) % 0.5 % Income tax expense 31.3 % 17.6 % 20.9 % The following tables summarize the components of deferred income tax assets and deferred tax liabilities as of December 31, 2023, and December 31, 2022: (Amounts in thousands) December 31, 2023 December 31, 2021 Deferred tax assets: Federal net operating loss carryforwards $ 23,526 $ 20,426 Deferred compensation 3,231 1,728 Lease liability 3,013 2,225 Income from surety — 1,860 Capitalized research and development expenditures 10,815 1,811 Interest expense limitation 4,386 — Loss Reserves 4,172 — Other 2,400 2,052 Total deferred tax assets 51,543 30,102 Valuation allowance (19,419) (21,703) Deferred tax liabilities: Property and equipment (8,522) (2,408) Intangible assets in excess of tax basis (635) (623) Passthrough income / joint ventures (4,122) (975) ROU asset (3,035) (2,264) Deminimis contracts (3,127) — Other (3,735) (5,521) Total deferred tax liabilities (23,176) (11,791) Net deferred tax liabilities $ 8,948 $ (3,392) As of December 31, 2023, and December 31, 2022, we have available, federal net operating losses (“NOLs”) totaling $0.2 million and $0.0 million, respectively with an indefinite carryforward period. We also have state NOLs totaling $41.9 million and $0.0 million, respectively with various expiration dates the earliest being December 31, 2023 as well as foreign NOL carryfowards that total $83.4 million and $82.1 million, respectively, related to Canada and the United Kingdom. United Kingdom NOLs do not expire. Canada NOLs will begin to expire in 2038. Unremitted earnings of our non-U.S. subsidiaries and affiliates are deemed to be permanently reinvested and, accordingly, no deferred income tax liability has been recorded. If we were to remit any foreign earnings to the U.S., the estimated tax impact would be insignificant to the overall financials due to an earnings and profits (“E&P”) deficit. The need for a valuation allowance is assessed on a jurisdiction by jurisdiction basis for each tax reporting group. Due to the revocation of the S-corporation status on various entities, our domestic filing group is in a three-year cumulative income position, and we have removed the valuation allowance recorded against deferred tax assets from American Bridge Companies. Minor valuation allowances remain on domestic deferred tax assets relating to foreign tax credits and interest expense carryforwards due to separate return limitation year rules. Our foreign tax credits are set to expire after December 31, 2031. The interest expense carryforward has an indefinite carryforward period, but is not expected to be utilized based on forecasts. As a result of historic losses in Canada and UK, these two American Bridge foreign jurisdictions have a full valuation allowance against the net deferred tax assets. There is no valuation As of December 31, 2023, and December 31, 2022, we had uncertain tax positions, inclusive of interest and penalties, as follows: (Amounts in thousands) December 31, 2023 December 31, 2022 Balance at beginning of period $ 4,063 $ 2,708 Additions to current year tax positions — 866 Additions to interest and penalties on prior year tax positions taken 459 489 Balance at end of period $ 4,522 $ 4,063 As of December 31, 2023, and December 31, 2022, $0.9 million and $0.6 million were accrued for interest and penalties liability. We classify interest and penalties attributable to income taxes as part of income tax expense. As of December 31, 2023, it is not possible to reasonably estimate the expected change to the total amount of unrecognized tax benefits in the next twelve months. We are subject to taxation in the United States, various states, and foreign jurisdictions. We remain subject to examination by tax authorities for 2013 and 2014, due to the carryback of net operating losses enabled by the CARES Act, and for tax years 2020 – 2023. American Bridge is currently under IRS audit for tax year ended December 31, 2018. Southland does not anticipate a significant impact to the consolidated financial statements as a result of this audit. On August 16, 2022, the Inflation Reduction Act (“IRA”) was enacted in the United States. Among other provisions, the IRA included a new 15% Corporate Alternative Minimum Tax (“CAMT”) for corporations with financial income in excess of $1 billion and a 1% excise tax on corporate share repurchases. The CAMT is effective for tax years beginning on or after January 1, 2023. As of December 31, 2023, the excise tax on corporate share repurchases is not expected to impact the Company as the Company has no plans for repurchases in the coming year. |
Multiemployer Plans
Multiemployer Plans | 12 Months Ended |
Dec. 31, 2023 | |
Multiemployer Plans | |
Multiemployer Plans | 14. Multiemployer Plans We are participants in various multiemployer defined benefit pension plans under the terms of collective bargaining agreements covering our union-represented employees. The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects: a. Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers b. If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be required to be assumed by the remaining participating employers. c. If we choose to stop participating in any of our multiemployer plans, we may be required to pay those plans a withdrawal amount based on the underfunded status of the plan, referred to as a withdrawal liability. The following are the multiemployer plans providing pension benefits in which we participate: A. Northwest Ironworkers Retirement Trust – Seattle, Washington B. IUOE Local 302 & 612 Construct – WA State C. Carpenters Trust of Western Washington Local 196 D. Iron Workers Union Security Funds E. Excavators Union Local 731 Pension Fund F. Carpenters District Council of Kansas City Pension Fund G. California Ironworkers Field Pension Fund H. Ironworkers Pension Plan of Western Pennsylvania I. Teamsters Local 282 Pension Trust Fund Pension Pension Pension 2023 2022 2021 Protection Act Protection Act Protection Act FIP/RP Status Contributions Contributions Contributions Expiration EIN/ Pension Latest 5500 Zone Status - Zone Status - Zone Status - Pending / (Amounts in (Amounts in (Amounts in Date of Plan Plan # Year Ending 2023 (a) 2022 (a) 2021 (a) Implemented (b) thousands) thousands) thousands) CBA A 91-6123688 6/30/2022 G G G No $ 85 $ 731 $ 2,564 6/30/2024 B 91-6028571 12/31/2022 G G G No 360 544 616 5/31/2024 C 91-6029051 12/31/2022 G G G No 276 572 507 5/31/2025 D 51-6102576 12/31/2022 G G G FIP Implemented 2,597 2,996 519 6/30/2024 E 13-1809825 12/31/2022 G G G No 811 930 324 4/30/2026 F 43-6108379 3/31/2022 G G G No 196 — 77 4/30/2024 G 95-6042866 5/31/2022 G G G No 126 111 87 12/31/2025 H 25-1283169 12/31/2022 G G G FIP Implemented 33 48 70 5/31/2024 I 11-6245313 2/28/2022 G G R No 248 295 225 6/30/2024 J 11-2392157 36-6052390 2/1/2021 G G G No — 100 32 6/30/2023 K 91-6066773 4/1/2021 G G G No — 179 18 3/31/2024 L 94-6277608 6/1/2021 G G G FIP Implemented — 212 — 6/30/2021 M 43-6052659 10/31/2020 G G G No — 166 118 7/31/2023 All Others 1,620 409 700 Various $ 6,352 $ 7,293 $ 5,857 We did not contribute or participate as a signatory in any multiemployer plans prior to our acquisition of American Bridge in 2020. (a) The most recent Pension Protection Act zone status available is as of the plans’ year end. The zone status (as defined by the Pension Protection Act) represents the level at which the plan is funded. Plans in the red zone (R) are less than 65% funded; plans in the yellow zone (Y) are more than 65% funded, but less than 80% funded; plans in the green zone (G) are at least 80% funded. A multiemployer defined benefit pension plan that has been certified in the yellow or red zone may begin to levy a statutory surcharge on contribution rates. Once authorized, the surcharge is at the rate of 5% for the first 12 months and 10% for any periods thereafter. Contributing employers may eliminate the surcharge by entering into a collective bargaining agreement that meets the requirements of the applicable Funding Improvement Plan (FIP) or Rehabilitation Plan (RP). We were not required to pay any surcharges to any plans in 2021 or 2020. (b) The “FIP/RP Status Pending/Implemented” column indicates plans for which a FIP or RP is either pending or has been implemented. Such plans are administered through the unions involved. Under U.S. legislation regarding such pension plans, a company is required to continue funding its proportionate share of a plan’s unfunded vested benefits, if any, in the event of a withdrawal from a plan or plan termination. We have no present intention of withdrawing from any of these plans, and we have not been informed that there is any intention to terminate such plans. We also contribute to multiemployer plans in Canada. Contributions to those plans totaled approximately $0.0 million, $0.0 million, and $0.2 million for the years ended December 31, 2023, December 31, 2022, and December 31, 2021, respectively. In addition to the aforementioned plans, we contribute to various multiemployer defined contribution plans. Total contributions to these plans during the years ended December 31, 2023, December 31, 2022, and December 31, 2021, were approximately $4.7 million, $5.1 million and $3.2 million, respectively. We also contribute to various multiemployer health and welfare plans. Total contributions for the years ended December 31, 2023, December 31, 2022, December 31, 2021, were $7.2 million, $7.9 million and $5.8 million, respectively. Contributions made to multiemployer plans covered by a project labor agreement, which do not require us to become signatory to the unions, have not been included in the aforementioned amounts as the risk is limited to contributions on the applicable project. |
Collaboration Agreement
Collaboration Agreement | 12 Months Ended |
Dec. 31, 2023 | |
Collaboration Agreement | |
Collaboration Agreement | 15. Collaboration Agreement In the past we have participated in a collaborative arrangement with S. J. Louis, Inc. (“SJ Louis”) to pursue various construction projects. The scope of services provided by us and SJ Louis would vary from project to project. When a project was successfully awarded as a result of this collaborative arrangement it would be awarded solely to us, or SJ Louis. The party that was awarded the contract would book costs incurred by, or due to, the other party as cost of construction. The amounts due to the collaborative arrangement as of December 31, 2023 and December 31, 2022 were $18.6 and $18.5, respectively, which are included in accrued liabilities on the consolidated balance sheets. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
Related Parties | |
Related Parties | 16. Related Parties We have multiple business arrangements with related parties which include our own employees and officers. They are summarized in the table below. As of Description Balance sheet classification December 31, 2023 December 31, 2022 Accounts receivable from employees Accounts receivable, net $ 224 $ 181 Accounts receivable from officers (1) Accounts receivable, net — 2,712 Accounts receivable from related parties Other noncurrent assets — 1,347 Accounts receivable from the preferred stockholders Other noncurrent assets — 645 Accounts payable to related parties Accounts payable 388 — Accrued distributions to related parties Accrued liabilities 3,536 — Notes payable due to related parties Long-term debt 31,622 9,069 Noncurrent liability due to related parties Other noncurrent liabilities 42,642 — Total related party transactions $ 78,412 $ 13,954 (1) Accounts receivable from officers was satisfied prior to consummating the Merger. We and certain of our subsidiaries enter cost sharing arrangements when such an arrangement would be operationally efficient. The relationships between us and our related parties could result in operating results or financial positions that could differ from those that would have been obtained if the companies were autonomous. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | 17. Commitments and Contingencies Litigation In the ordinary course of business, we and our affiliates are involved in various legal proceedings alleging, among other things, liability issues or breach of contract or tortious conduct in connection with the performance of services and/or materials provided, the outcomes of which cannot be predicted with certainty. We and our affiliates are also subject to government inquiries in the ordinary course of business seeking information concerning our compliance with government construction contracting requirements and various laws and regulations, the outcomes of which cannot be predicted with certainty. Some of the matters in which we or our joint ventures and affiliates are involved may involve compensatory, punitive, or other claims or sanctions that, if granted, could require us to pay damages or make other expenditures in amounts that are not currently probable to be incurred or cannot currently be reasonably estimated. In addition, in some circumstances, our government contracts could be terminated, we could be suspended or incur other administrative penalties or sanctions, or payment of our costs could be disallowed. While any of our pending legal proceedings may be subject to early resolution as a result of our ongoing efforts to resolve the proceeding, whether or when any legal proceeding will be resolved is neither predictable nor guaranteed. Accordingly, it is possible that future developments in such proceedings and inquiries could require us to (i) adjust existing accruals, or (ii) record new accruals that we did not originally believe to be probable or that could not be reasonably estimated. Such changes could be material to our financial condition, results of operations, and/or cash flows in any particular reporting period. In addition to matters that are considered probable for which the loss can be reasonably estimated, disclosure is also provided when it is reasonably possible and estimable that a loss will be incurred, when it is reasonably possible that the amount of a loss will exceed the amount recorded, or a loss is probable, but the loss cannot be estimated. Liabilities relating to legal proceedings and government inquiries, to the extent that we have concluded such liabilities are probable and the amounts of such liabilities are reasonably estimable, are recorded on the consolidated balance sheets. A certain number of the claims are insured but subject to varying deductibles, and a certain number of the claims are uninsured. The aggregate range of possible loss related to (i) matters considered reasonably possible, and (ii) reasonably possible amounts in excess of accrued losses recorded for probable loss contingencies was immaterial, as of December 31, 2023, and December 31, 2022. Our estimates of such matters could change in future periods. Surety Bonds We, as a condition for entering into a substantial portion of our construction contracts, had outstanding surety bonds as of December 31, 2023, and December 31, 2022. We have agreed to indemnify the surety if the surety experiences a loss on the bonds of any of our affiliates. Self-Insurance We are self-insured up to certain limits with respect to workers’ compensation, general liability and auto liability matters, and health insurance. We maintain accruals for self-insurance retentions based upon third-party data and claims history. |
Remaining Unsatisfied Performan
Remaining Unsatisfied Performance Obligations | 12 Months Ended |
Dec. 31, 2023 | |
Remaining Unsatisfied Performance Obligations | |
Remaining Unsatisfied Performance Obligations | 18. Remaining Unsatisfied Performance Obligations Remaining Unsatisfied Performance Obligations (“RUPO”) consists of two components: (1) unearned revenue and (2) awarded but not started. Unearned revenue includes the revenue we expect to record in the future on in-progress contracts, including 100% of our consolidated joint venture contracts and our proportionate share of unconsolidated joint venture contracts. Contracts that are awarded, but not yet started, are included in RUPO once a contract has been fully executed and/or we have received formal “Notice to Proceed” from the project owner. Although RUPO reflects business that we consider to be firm, deferrals, cancellations and/or scope adjustments may occur. RUPO is adjusted to reflect any known project cancellations, revisions to project scope and cost, foreign currency exchange fluctuations and project deferrals, as appropriate. Fixed price contracts, particularly with federal, state and local government customers, are expected to continue to represent a majority of our total RUPO. The following schedule shows the RUPO as of December 31, 2023, and December 31, 2022: (Amounts in millions) December 31, 2023 December 31, 2022 Remaining Unsatisfied Performance Obligations $ 2,835 $ 2,973 The Company expects to recognize approximately 40% of its RUPOs as revenue during the next twelve months, and the remaining balance thereafter. |
Profit Sharing Plan
Profit Sharing Plan | 12 Months Ended |
Dec. 31, 2023 | |
Profit Sharing Plan | |
Profit Sharing Plan | 19. Profit Sharing Plan Some of our affiliates offer a voluntary 401(k) profit sharing plan and trust to their employees. Employees may elect to defer a portion of their salary to the plan. Our contributions are based on matching a percentage of employee contributions. We may make additional discretionary contributions. During the years ended December 31, 2023, December 31, 2022, and December 31, 2021, we made contributions of $1.9 million, $1.8 million, and $2.2 million, respectively. |
Noncontrolling Interests Holder
Noncontrolling Interests Holders | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interests Holders | |
Noncontrolling Interests Holders | 20. Noncontrolling Interests Holders Southland has several controlling interests including both joint ventures and partnerships. We have controlling interests and allocate earnings and losses in those entities to the noncontrolling interest holders based on their ownership percentages. We own an 84.7% interest in Oscar Renda as of December 31, 2023, December 31, 2022, and December 31, 2021. We own a 65.0% interest in the Southland Technicore Mole joint venture and a 70.0% interest in the Southland Astaldi joint venture as of December 31, 2023, December 31, 2022, and December 31, 2021. We acquired the remaining 20.0% stake in Heritage Materials during March 2021 and owned 100% of Heritage Materials as of December 31, 2023, December 31, 2022, and December 31, 2021. American Bridge entered into a joint venture with Commodore Maintenance Corporation, forming American Bridge/Commodore Joint Venture. According to the joint venture agreement, each of the parties is paid in accordance with its respective work performed and has no responsibility for losses incurred by the other party in performance of its work. At December 31, 2023, American Bridge was responsible for approximately 82% of the total contracted work. We consolidated each of Oscar Renda Contracting of Canada, Southland Technicore Mole joint venture, Southland Astaldi joint venture, and American Bridge/Commodore joint venture as a result of our significant influence and ownership percentage over the joint venture operations. We have fully consolidated revenue, cost of construction, and other costs on our consolidated statements of operations and balances on the consolidated balance sheets. Revenue and net income attributable to noncontrolling interests is as follows: December 31, 2023 December 31, 2022 December 31, 2021 Revenue $ 41,589 $ 38,526 $ 59,437 Net income attributable to noncontrolling interests 538 2,108 2,810 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Compensation | |
Share-Based Compensation | 21. Share-Based Compensation On May 24, 2022, the board of directors of Legato Merger Corp. II, a Delaware corporation, adopted Southland Holdings, Inc. 2022 Equity Incentive Plan (“2022 Plan”). A total of 2,220,392 shares of our Common Stock were reserved for issuance under the 2022 Plan of which 2,011,189 remained available as of December 31, 2023. Restricted Stock Units (“RSUs”): RSUs are issued for compensatory purposes. RSU stock compensation cost is measured at our Common Stock’s fair value based on the market price at the date of grant. We recognize stock compensation cost only for RSUs that we estimate will ultimately vest. We estimate the number of shares that will ultimately vest at each grant date based on our historical experience and adjust stock compensation cost based on changes in those estimates over time. A summary of the changes in our RSUs during the year ended December 31, 2023 is as follows (shares in thousands): December 31, 2023 RSUs Weighted-Average Grant-Date Fair Value per RSU Outstanding, beginning balance — $ — Granted 209,203 8.43 Vested (35,870) 5.94 Forfeited — — Outstanding, ending balance 173,333 $ 8.94 Compensation cost related to RSUs was $0.9 million for the year ended |
Loss per Share
Loss per Share | 12 Months Ended |
Dec. 31, 2023 | |
Loss per Share | |
Loss per Share | 22. Loss per Share Basic and diluted net loss per share for the year ended December 31, 2023 consisted of the following ( in thousands, except shares and per share amounts Year Ended December 31, 2023 Numerator: Net loss $ (18,715) Less net income attributable to noncontrolling interests 538 Net loss attributable to common stockholders, basic and diluted (19,253) Denominator (1) Weighted average common shares outstanding — basic 47,088,813 Weighted average common shares outstanding — diluted 47,088,813 Net loss per share — basic $ (0.41) Net loss per share — diluted $ (0.41) (1) The structure of Southland’s historical common equity structure was in the form of membership percentages and no shares were issued. As such, reporting periods prior to the three months ended March 31, 2023 will not present share or per share data. Due to the net loss for the year ended December 31, 2023, the potential dilution from the Warrants and unvested RSUs converting into 14,385,500 shares and 173,333 shares of Common Stock, respectively, have been excluded from the number of shares used in calculating diluted net loss per share as their inclusion would have been antidilutive . |
Recapitalization
Recapitalization | 12 Months Ended |
Dec. 31, 2023 | |
Recapitalization | |
Recapitalization | 23. 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 consolidated balance sheets as of December 31, 2023. Prior to the Merger, Southland LLC declared a $50.0 million dividend to be payable to Southland Members, which was recorded in other noncurrent liabilities on the 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. 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), outstanding. Earnout Shares Pursuant to the Merger Agreement, Southland Members have the potential to be issued additional consideration of up to 10,344,828 shares For the year ended December 31, 2023, we recorded a reversal of a contingent liability related to the earnout shares for an amount of $20.7 million due to changes in the likelihood of earnout shares being issued based on 2023 performance. This is included in other income, net on our consolidated statements of operations. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events | |
Subsequent Events | 24. Subsequent Events We have evaluated subsequent events through the date financial statements were available for issuance to determine if their occurrence after the balance sheet date requires adjustment to the consolidated financial statements or disclosures. We have concluded no such adjustment is necessary. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | a. Basis of Presentation These 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 consolidated financial statements include the accounts of Southland Holdings, Inc., and our majority-owned and controlled subsidiaries and affiliates as detailed below. 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 under the proportionate consolidation method for the statement of operations. These consolidated financial statements include the accounts of Southland Holdings, Inc, Southland Holdings, LLC, Southland Contracting, Inc., Johnson Bros. Corporation, a Southland Company (“Johnson Bros. Corporation”), Mole Constructors, Inc., Oscar Renda Contracting, Inc. (“Oscar Renda Contracting”), Heritage Materials, LLC, American Bridge, Renda Pacific LLC, Southland Renda JV (“Southland Renda”), Southland Mole JV (“Southland Mole”), Southland RE Properties LLC, Oscar Renda Contracting of Canada, Ltd., Southland Mole of Canada Ltd. (“Southland Mole of Canada”), Southland Technicore Mole JV (“Southland Technicore Mole”), and Southland Mole of Canada / Astaldi Canada Design & Construction JV (“Southland Astaldi”). Southland Holdings, LLC, Renda Pacific, LLC, Southland RE Properties, LLC, and Heritage Materials, LLC, are limited liability companies. The members’ liability is limited to our investments within those companies. |
Reclassifications | b. Reclassifications Certain reclassifications have been made to the Company’s prior period consolidated financial information to conform to the current year presentation. These presentation changes did not impact the Company’s consolidated net income, consolidated cash flows, total assets, total liabilities or total equity. |
Operating Cycle | c. Operating Cycle Assets and liabilities related to long-term contracts are included in current assets and current liabilities in the accompanying consolidated balance sheets as they will be settled in the normal course of contract completion. Some of these contracts will require more than one year to settle. |
Foreign Operations and Foreign Exchange Risk | d. Foreign Operations and Foreign Exchange Risk Foreign operations are subject to risks inherent in operating under different legal systems and various political and economic environments. Among the risks are changes in existing tax laws, possible limitations on foreign investment and income repatriation, government price or foreign exchange controls, asset seizure, domestic and foreign import or export changes, and restrictions on currency exchange. Net assets of foreign operations for the years ended December 31, 2023, and December 31, 2022, are approximately 47% and 21%, respectively, of our total net assets. The financial records of Southland Technicore Mole joint venture, Renda Contracting of Canada, Inc., Southland Mole of Canada, Southland Astaldi joint venture, and various consolidated American Bridge subsidiaries are maintained in local currencies. Results of foreign operations are translated from the local currency to the U.S. dollar (functional and reporting currency) using the average exchange rates during the period, while assets and liabilities are translated at the exchange rate in effect at the reporting date. Certain long-lived assets and liabilities are converted at historical rates. Resulting gains or losses from translating foreign currency financial statements are recorded as other comprehensive income (loss). We enter foreign currency transactions when a transaction is denominated in currency other than our functional currency. A transaction is initially measured and recorded using the exchange rate on the date of the transaction. Transactions are then remeasured at the end of each reporting period using the exchange rate at that date. The resulting gains or losses are recorded in the consolidated statements of operations within other income, net. |
Use of Estimates | e. 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. |
Segments | f. Segments We manage our business using two distinct operating segments. Our chief operating decision maker (“CODM”) reviews financial information pertaining to our Transportation and Civil segments. The classification of revenue and gross profit for segment reporting purposes is reliant on management judgment. At times, our segments undertake projects together or share resources and equipment. We also allocate some costs between segments which can include facility costs, equipment costs, and other operating expenses. |
Concentration Risk | g. Concentration Risk As of December 31, 2023, we had one customer that comprises 15% of our contract receivables. As of December 31, 2022, we had two customers that each comprise 11% of our contract receivables. The percentage of our labor force subject to collective bargaining agreements was 20% , 26% , and 18% as of December 31, 2023, December 31, 2022, and December 31, 2021, respectively. The collective bargaining agreements are due to expire by 2026. We consider our relationships with our employees and the applicable labor unions to be satisfactory. During the year ended December 31, 2023, revenue earned from two customers individually exceeded 10% of annual revenue. Revenue from each customer was 17.3% and 13.7%. During the year ended December 31, 2022, there were no customers who individually comprised 10% of annual revenue. During the year ended December 31, 2021, revenue earned from one customer was 10.5%. During the year ended December 31, 2023, revenue earned from operations in Florida, Texas, and the Bahamas was approximately 19.7%, 18.9%, and 17.3% respectively. Remaining revenue earned was from operations in 29 other states, territories, or provinces. Foreign revenue earned was 22.9% of total revenue. During the year ended December 31, 2022, revenue earned from operations in Texas and Florida was approximately 24.9% and 16.3%, respectively. Remaining revenue earned was from operations in 23 other states, territories, or provinces. Foreign revenue earned was 15% of total revenue. During the year ended December 31, 2021, revenue earned from operations in Texas and Florida was approximately 26.9% and 18.1%, respectively. Remaining revenue earned was from operations in 33 other states, territories, or provinces. Foreign revenue earned was 9% of total revenue. |
Revenue and Cost Recognition | h. Revenue and Cost Recognition We recognize revenue in accordance with FASB ASC 606 (“ASC 606”). In accordance with ASC 606, we follow the five-step process to recognize revenue: 1. Identify the contract 2. Identify performance obligations 3. Determine the transaction price 4. Allocate the transaction price 5. Recognize revenue Most of our contracts consist of firm fixed-price and fixed-price per unit arrangements. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Our contracts do not include a significant financing component. The transaction price for our contracts may include variable consideration, which includes increases to transaction price for approved, unapproved and unpriced change orders, claims, increased performance of units and incentives, and reductions to transaction price for decreased performance of units and liquidated damages. Variable consideration is recognized when realization of the adjustment is probable, and the amount can be reasonably determined. We recognize adjustments in estimated profit on contracts under the cumulative catch-up method. Our performance obligations are generally satisfied over time as work progresses. Revenue is recognized over time using the input method, measured by the percentage of cost incurred to date to estimated total cost for each contract. This method is used because we believe expended cost to be the best available measure of progress on contracts. Because of the uncertainties in estimating costs, it is reasonably possible that the estimates used will change within the near term. Cost of construction includes all direct material, subcontractor, equipment, and labor and certain other direct costs, as well as those indirect costs related to contract performance. Selling, general and administrative costs are charged to operations as directly incurred. Costs to mobilize equipment to a jobsite, prior to substantive work beginning (“mobilization costs”) and costs to insure a contract (“bonds and insurance”) are capitalized as incurred and amortized over the expected duration of the contract. Capitalized contract costs are included as contract assets on the consolidated balance sheets and are amortized over the expected contract length. Provisions for estimated losses on incomplete contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability may result in revisions to costs and income, which are recognized in the period in which the revisions are determined. Changes in estimated job profitability resulting from job performance, job conditions, contract penalty provisions, claims, change orders, and settlements, are accounted for as changes in estimates in the current period. (Amounts in thousands) December 31, 2023 December 31, 2022 Costs to insure $ 20,997 $ 25,091 Mobilization costs 7,617 6,990 Costs to fulfill contracts, net $ 28,614 $ 32,081 During the years ended December 31, 2023 and December 31, 2022, we amortized $15.0 million and $14.5 million, respectively, of mobilization and costs to insure contracts to cost of construction in the consolidated statements of operations. Contract assets represent revenues recognized in excess of amounts billed. We anticipate substantially all incurred costs associated with contract assets to be billed and collected within one year or the lifecycle of a construction project. Contract liabilities represents billings in excess of revenues recognized. We report revenue net of any taxes collected from the customer and remitted to government agencies. |
Fair Value Measurement | i. Fair Value Measurement FASB ASC 820, Fair Value Measurements and Disclosures Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that we have the ability to access. Level 2 Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets in inactive markets, inputs other than quoted prices that are observable for the asset or liability, inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. All assets and liabilities have been valued using a market approach, except for Level 3 assets. Fair values for assets in Level 2 are estimated using quoted market prices for the funds’ investment assets in active and inactive markets. Fair values for assets in Level 3 are estimated based on estimated fair values of the funds’ underlying assets as provided by third-party pricing information without adjustment, which are believed to be illiquid. There were no significant transfers in or out of Levels 1, 2, or 3 during 2023 or 2022. |
Cash, Cash Equivalents, and Restricted Cash | j. 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. Restricted cash deposited by the sureties is of immediate use for completing the active bonded projects. As the bonded projects progress toward completion, there are provisions that remove the restrictions on the restricted cash balances based upon the completion status of the Backlog of bonded contracts. See Note 4 for more information. (Amounts in thousands) December 31, 2023 December 31, 2022 Cash and cash equivalents at beginning of year $ 57,915 $ 63,342 Restricted cash at beginning of year 14,076 47,900 Cash, cash equivalents, and restricted cash at beginning of year $ 71,991 $ 111,242 Cash and cash equivalents at end of year $ 49,176 $ 57,915 Restricted cash at end of year 14,644 14,076 Cash, cash equivalents, and restricted cash at end of year $ 63,820 $ 71,991 |
Accounts Receivable, Net | k. Accounts Receivable, Net We provide an allowance for credit losses, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Normal contracts receivable are 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 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 evaluation and specific circumstances of the customer. We expect to collect $82.7 million of our outstanding retainage receivables, net, within the next twelve months. We can apply in writing at the time of substantial performance of the contract to substitute the amount retained as warranty receivable with a substitute bond of equal or greater value. It is at the discretion of the owners to accept a substitute bond. As of December 31, 2023, and December 31, 2022, we had an allowance for credit losses of $1.3 million and $1.5 million, respectively. |
Inventory | l. Inventory Inventory consists mainly of materials utilized for Heritage Materials’ materials producing plants, is stated at the lower of cost (first in, first out) or net realizable value and is reported in other current assets. As of December 31, 2023, and December 31, 2022, we had inventory of $5.5 million and $9.8 million, respectively. |
Deferred Financing Costs | m. Deferred Financing Costs We capitalize costs related to the issuance of debt. Deferred financing costs are presented with noncurrent liabilities as a reduction of long-term debt on our consolidated balance sheets. The amortization of such costs is recognized as interest expense using the interest method over the term of the respective debt instruments to which they pertain. |
Property and Equipment | n. Property and Equipment Depreciation on property and equipment is provided by the straight-line method over the estimated useful life of the assets and includes amortization of finance leases. Assets for certain joint ventures are depreciated over the estimated life of the contract. Maintenance and repairs are expensed as incurred, while replacements and improvements are capitalized. In the case of property and equipment disposal, costs and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss on a sale or retirement of property and equipment used in construction are recorded within cost of construction. Gains and losses related to all other property and equipment are reflected in other income, net in the consolidated statements of operations. A summary of the estimated useful lives is as follows: Buildings 40 years Leasehold improvements Lesser of 15 years or lease term Auto and trucks 3 Machinery and equipment 5 Office and safety equipment 3 Useful lives of property and equipment may be adjusted as differing equipment use and circumstances present. |
Goodwill and Indefinite-Lived Intangibles | o. 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 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. For the years ended December 31, 2023, December 31, 2022, and December 31, 2021, 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 | p. 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 year ended December 31, 2023, we did not identify any triggering events that would require a quantitative assessment. Intangible assets with a definite useful life are amortized over their useful lives. For the years ended December 31, 2023, December 31, 2022, and December 31, 2021, we recorded amortization expense of $0.5 million, $1.0 million, and $1.8 million, respectively. |
Commitments and Contingencies | q. Commitments and Contingencies We are involved in various lawsuits and claims that arise in the normal course of business. Amounts associated with lawsuits or claims are reserved for matters in which it is believed that losses are probable and can be reasonably estimated. In addition to matters in which it is believed that losses are probable, disclosure is also provided for matters in which the likelihood of an unfavorable outcome is at least reasonably possible but for which a reasonable estimate of loss or range of loss is not possible. Legal fees are expensed as incurred. We self-insure workers’ compensation, general liability, and auto insurance up to $0.3 million per claim for Southland Contracting, Inc., American Bridge Company, and Johnson Bros. Corporation, except in New York, which general liability is $2.0 million per claim. The policies covering Oscar Renda Contracting, Inc. and Heritage Materials, LLC have a $100 thousand deductible per claim. As of December 31, 2023, and December 31, 2022, we had $11.9 million and $12.8 million, respectively, in self-insurance reserves. |
Income Taxes | r. Income Taxes Prior to the Merger, Southland LLC, and various domestic subsidiaries, elected to be taxed as an S-corporation, under the provisions of Subchapter S of the Internal Revenue Code. As such, their respective earnings were not subject to entity level income tax, but instead, the owners were liable for federal income taxes on their respective shares of the applicable income. American Bridge and Oscar Renda, two domestic subsidiaries of Southland LLC, had historically been taxed as separate C-corporations and their income subject to entity-level tax. Following the closing of the Merger on February 14, 2023, Southland LLC, along with various domestic subsidiaries, elected to voluntarily revoke their S-corporation status effective January 1, 2023. As a result, Southland LLC, and their domestic subsidiaries, will elect to file a consolidated corporate income tax return for the 2023 calendar year. As a joint venture, Southland Mole joint venture and Southland Renda joint venture are treated as partnerships for federal income tax purposes and do not pay federal income taxes. STM JV and SA JV are disregarded entities for tax purposes; their income is attributed to their respective joint venture owners. Southland Contracting, Inc., Southland Mole of Canada, Mole Constructors, Inc., and Oscar Renda Contracting of Canada, Inc., a wholly owned subsidiary of Oscar Renda Contracting, Inc., are subject to foreign taxes on their respective share of taxable income from operations outside of the US. For entities subject to income tax, income taxes are recognized during the year in which transactions enter into the determination of financial statement income (loss). Any taxes on foreign income in excess of a deemed return on tangible assets of foreign corporations are accounted for as period costs. Deferred income tax assets and liabilities are recognized for the future tax consequences of temporary differences between the book carrying amount and the tax basis of assets and liabilities including net operating loss carryforwards. A valuation allowance is provided against a deferred income tax asset when it is “more likely than not” the asset will not be realized. Similarly, if a determination is made that it is “more likely than not” the deferred income tax asset will be realized, the related valuation allowance would be reduced and a benefit to earnings would be recorded. Penalties and interest are recognized as a component of the income tax provision. Tax benefits are recognized in the consolidated financial statements for tax positions taken or expected to be taken in a tax return when it is “more likely than not” that the tax authorities will sustain the tax position solely on the basis of the position’s technical merits. Consideration is given primarily to legislation and statutes, legislative intent, regulations, rulings, and case law as well as their applicability to the facts and circumstances of the tax position when assessing the sustainability of the tax position. In the event a tax position no longer meets the “more likely than not” criteria, the tax benefit is reversed by recognizing a liability and recording a charge to earnings. Conversely, if a tax position subsequently meets the “more likely than not” criteria, a tax benefit would be recognized by reducing the liability and recording a credit to earnings. We classify interest and penalties attributable to income taxes as part of income tax expense. |
Leases | s. Leases Leases are recognized under Accounting Standards Codification 842, Leases (“ASC 842”). We determine whether a contract contains a lease at contract inception and classify it as either finance or operating. A contract contains a lease if there is an identified asset, and we have the right to control the asset. Finance leases are generally those that allow us to substantially utilize or pay for the entire asset over its estimated useful life. Finance leases are recorded in property and equipment, net, and finance lease liabilities within short-term lease liabilities and long-term lease liabilities on the consolidated balance sheets. Finance lease right-of-use assets are amortized in costs of construction on a straight-line basis over the shorter of the estimated useful lives of the assets or the lease term, with the interest component for lease liabilities included in interest expense and recognized using the effective interest method over the lease term. Operating lease right-of-use assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating leases are recorded in right-of-use assets, short-term lease liabilities, and long-term lease liabilities on our consolidated balance sheets. In the consolidated statements of operations, lease expense for operating lease payments is recognized on a straight-line basis over the lease term and recorded in cost of construction for leases related to our projects or selling, general, and administrative expenses for all other leases. ASC 842 allows lessees an option to not recognize right-of-use assets and lease liabilities arising from short-term leases. A short-term lease is defined as a lease with an initial term of 12 months or less. We elected to not recognize short-term leases as right-of-use assets and lease liabilities on the consolidated balance sheets. All short-term leases which are not included on our consolidated balance sheets will be recognized within lease expense. Leases that have an initial term of 12 months or less with an option for renewal will need to be assessed in order to determine if the lease qualifies for the short-term lease exception. If the option is reasonably certain to be exercised, the lease does not qualify as a short-term lease. Finance and operating lease right-of-use assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Our lease liabilities are recognized based on the present value of the remaining fixed lease payments, over the lease term, using a discount rate. For the purpose of lease liability measurement, we consider only payments that are fixed and determinable at the time of commencement. Some leasing arrangements require variable payments that are dependent upon usage or output, or may vary for other reasons, such as insurance or tax payments. Any variable payments are expensed as incurred. We use our incremental borrowing rate at the commencement date in determining the present value of the lease payments for all asset classes, unless the implicit rate is readily determinable. Our lease terms may include options to extend or terminate the lease and are recognized when it is reasonably certain that we will exercise that option. We have lease agreements with lease and non-lease components, which are accounted for as a single lease component for all classes of leased assets for which we are the lessee. For certain equipment leases, the portfolio approach is applied to account for the operating lease right-of-use assets and lease liabilities. Lease assets are tested for impairment in the same manner as long-lived assets used in operations. See Note 11 for additional information. |
Recently Adopted Accounting Pronouncements | t. Recently Adopted Accounting Pronouncements In December 2019, FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“Update 2019-12”), which removes certain exceptions for investments, intra-period allocations and interim tax calculations and adds guidance to reduce complexity in accounting for income taxes. Update 2019-12 was adopted as of January 1, 2021. The various amendments in Update 2019-12 are applied on a retrospective basis, modified retrospective basis and prospective basis, depending on the amendment. Our adoption of Update 2019-12 did not have a material impact on our consolidated financial statements and related disclosures. In March 2020, FASB issued ASU 2020-04, Reference Rate Reform (“Topic 848”): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“Update 2020-04”), which provides optional expedients and exceptions for applying GAAP principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in Update 2020-04 apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. We adopted Topic 848 as of January 1, 2021. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected optional expedients for and that are retained through the end of the hedging relationship. The provisions in Update 2020-04 are effective upon issuance and can be applied prospectively through December 31, 2022. Our adoption of Update 2020-04 did not have a material impact on our consolidated financial statements and related disclosures. Our outstanding debt uses the Secured Overnight Financing Rate (“SOFR”). In June 2016, FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, (“Topic 326”). The standard requires the immediate recognition of estimated credit losses expected to occur over the life of financial assets rather than the current incurred loss impairment model that recognizes losses when a probability threshold is met. Topic 326 is effective for annual periods beginning after January 1, 2023, and interim periods within those fiscal years. The implementation of Topic 326 in 2023 did not have a material impact on our consolidated financial statements given the nature of our contracts and our historical loss experience. Recently Issued Accounting Standards 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 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 is effective for us for annual periods beginning after January 1, 2024 and interim periods beginning after January 1, 2025. We are currently evaluating the impact ASU 2023-07 will have on our consolidated financial statements and related disclosures. 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 consolidated financial statements and related disclosures. |
Share-Based Compensation | u. Share-Based Compensation We measure and recognize compensation expense, net of forfeitures, over the requisite vesting periods for all share-based payment awards made and we recognize forfeitures as they occur. Share-based compensation is included in selling, general and administrative expenses and cost of revenue on our consolidated statements of operations. |
Warrants | v. 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Schedule of capitalized contract cost | (Amounts in thousands) December 31, 2023 December 31, 2022 Costs to insure $ 20,997 $ 25,091 Mobilization costs 7,617 6,990 Costs to fulfill contracts, net $ 28,614 $ 32,081 |
Schedule of cash and cash equivalents and restricted cash | (Amounts in thousands) December 31, 2023 December 31, 2022 Cash and cash equivalents at beginning of year $ 57,915 $ 63,342 Restricted cash at beginning of year 14,076 47,900 Cash, cash equivalents, and restricted cash at beginning of year $ 71,991 $ 111,242 Cash and cash equivalents at end of year $ 49,176 $ 57,915 Restricted cash at end of year 14,644 14,076 Cash, cash equivalents, and restricted cash at end of year $ 63,820 $ 71,991 |
Schedule of property, plant and equipment, useful life | A summary of the estimated useful lives is as follows: Buildings 40 years Leasehold improvements Lesser of 15 years or lease term Auto and trucks 3 Machinery and equipment 5 Office and safety equipment 3 |
Investment in Joint Ventures (T
Investment in Joint Ventures (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
American Bridge | |
Schedule of noncontrolled joint ventures | As of and for the year ended (Amounts in thousands) December 31, 2023 Assets Liabilities Revenues Income (loss) FCBC $ 5,089 $ 5,143 $ 5,001 $ 3,508 TZC 560,589 79,663 (30,343) 2,863 EHW 374 124 — 3 SA Connects CA 725 725 610 — SA Connects PA 1,780 1,645 1,149 135 As of and for the year ended (Amounts in thousands) December 31, 2022 Assets Liabilities Revenues Income (loss) FCBC $ 3,256 $ 11,509 $ (1,555) $ (3,949) TZC 530,834 22,770 (17,816) 337 EHW 415 167 — (5) As of and for the year ended (Amounts in thousands) December 31, 2021 Assets Liabilities Revenues Income (loss) FCBC $ 2,574 $ 11,419 $ 6,380 $ 6,019 TZC 551,074 43,290 (9,337) (56) EHW 461 208 — (5,706) |
Schedule of amounts recognized | As of and for the year ended (Amounts in thousands) December 31, 2023 Revenue Income (loss) Equity FCBC $ 1,400 $ 982 $ (15) TZC (7,080) 668 106,516 EHW — 1 88 SA Connects CA 305 — — SA Connects PA 574 68 68 Total $ (4,801) $ 1,719 $ 106,657 As of and for the year ended (Amounts in thousands) December 31, 2022 Revenue Income (loss) Equity FCBC $ (435) $ (1,106) $ (2,311) TZC (4,157) 79 108,509 EHW — (2) 87 Total $ (4,592) $ (1,029) $ 106,285 As of and for the year ended (Amounts in thousands) December 31, 2021 Revenue Income (loss) Equity FCBC $ 1,787 $ 1,686 $ (2,477) TZC (2,179) (13) 104,259 EHW — (200) 89 Total $ (392) $ 1,473 $ 101,871 |
Oscar Renda Contracting Of Canada Inc | |
Schedule of unaudited financial information of the noncontrolled joint ventures | As of and for the year ended (Amounts in thousands) December 31, 2023 Assets Liabilities Revenues Income RRSGP $ 44,660 $ 16,907 $ 58,766 $ 12,264 As of and for the year ended (Amounts in thousands) December 31, 2022 Assets Liabilities Revenues Income RRSGP $ 34,596 $ 19,670 $ 60,130 $ 12,165 As of and for the year ended (Amounts in thousands) December 31, 2021 Assets Liabilities Revenues Income RRSGP $ 9,468 $ 5,999 $ 17,515 $ 3,502 As of and for the year ended (Amounts in thousands) December 31, 2023 Revenue Income Equity RRSGP $ 30,756 $ 7,254 $ 14,992 As of and for the year ended (Amounts in thousands) December 31, 2022 Revenue Income Equity RRSGP $ 30,106 $ 6,021 $ 7,439 As of and for the year ended (Amounts in thousands) December 31, 2021 Revenue Income Equity RRSGP $ 8,762 $ 1,752 $ 1,739 |
Fair Value of Investments (Tabl
Fair Value of Investments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value of Investments | |
Schedule of fair value measurements | Fair value of investments measured on a recurring basis as of December 31, 2023, and December 31, 2022, were as follows: December 31, 2023 (Amounts in thousands) Fair Value Level 1 Level 2 Level 3 Marketable Securities Common Stocks $ — $ — $ — $ — Total — — — — Investments Noncurrent Private Equity 3,235 — — 3,235 Total noncurrent 3,235 — — 3,235 Overall Total $ 3,235 $ — $ — $ 3,235 December 31, 2022 (Amounts in thousands) Fair Value Level 1 Level 2 Level 3 Marketable Securities Common Stocks $ 8 $ 8 $ — $ — Total 8 8 — — Investments Noncurrent Private Equity 3,261 — — 3,261 Total noncurrent 3,261 — — 3,261 Overall Total $ 3,269 $ 8 $ — $ 3,261 |
Schedule of assets measured at fair value on a recurring basis using significant unobservable inputs | (Amounts in thousands) Private Equity Total Balance - January 1, 2023 $ 3,261 $ 3,261 Total gains (realized / unrealized): In Earnings: 169 169 Purchases, issuances, and sales: Purchases 142 142 Sales (337) (337) Balance - December 31, 2023 $ 3,235 $ 3,235 (Amounts in thousands) Private Equity Total Balance - January 1, 2022 $ 3,925 $ 3,925 Total gains (realized / unrealized): In Earnings: 263 263 Purchases, issuances, and sales: Purchases 131 131 Sales (1,058) (1,058) Balance - December 31, 2022 $ 3,261 $ 3,261 |
Investing Activities (Tables)
Investing Activities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investing Activities | |
Schedule of cost and fair value of marketable securities | We did not have any activity in marketable securities as of December 31, 2023. Cost and fair value of marketable securities as of December 31, 2022, was as follows. December 31, 2022 (Amounts in thousands) Amortized Costs Net gains Fair value Common stocks $ — $ 8 $ 8 Total $ — $ 8 $ 8 Cost and fair value of noncurrent marketable securities as of December 31, 2023, and December 31, 2022, was as follows: December 31, 2023 (Amounts in thousands) Amortized Costs Net gains Fair value Private equity $ 637 $ 2,598 $ 3,235 Total $ 637 $ 2,598 $ 3,235 December 31, 2022 (Amounts in thousands) Amortized Costs Net gains Fair value Private equity $ 688 $ 2,573 $ 3,261 Total $ 688 $ 2,573 $ 3,261 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue | |
Schedule of revenue by segment | (Amounts in thousands) December 31, 2023 December 31, 2022 December 31, 2021 % of Segment % of Segment % of Segment Segment Revenue Revenue Revenue Revenue Revenue Revenue Civil $ 337,524 29.1 % $ 305,324 26.3 % $ 391,629 30.6 % Transportation 822,893 70.9 % 856,107 73.7 % 887,557 69.4 % Total revenue $ 1,160,417 100.0 % $ 1,161,431 100.0 % $ 1,279,186 100.0 % |
Schedule of gross profit by segment | (Amounts in thousands) December 31, 2023 December 31, 2022 December 31, 2021 % of Total % of Total % of Total Segment Gross Profit (Loss) Revenue Gross Profit Revenue Gross Profit Revenue Civil $ 51,686 15.3 % $ 45,464 14.9 % $ 40,913 10.4 % Transportation (15,872) (1.9) % 95,470 11.2 % 73,275 8.3 % Gross profit $ 35,814 3.1 % $ 140,934 12.1 % $ 114,188 8.9 % |
Cost and Estimated Earnings o_2
Cost and Estimated Earnings on Uncompleted Contracts (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Cost and Estimated Earnings on Uncompleted Contracts | |
Schedule of contract assets | (Amounts in thousands) December 31, 2023 December 31, 2022 Costs in excess of billings $ 525,588 $ 480,825 Costs to fulfill contracts, net 28,614 32,081 Contract assets $ 554,202 $ 512,906 |
Schedule of costs and estimated earnings on uncompleted contracts | (Amounts in thousands) December 31, 2023 December 31, 2022 Costs incurred on uncompleted contracts $ 7,293,246 $ 6,874,709 Estimated earnings 456,852 398,917 Costs incurred and estimated earnings 7,750,098 7,273,626 Less: billings to date (7,417,861) (6,924,358) Costs to fulfill contracts, net 28,614 32,081 Net contract position $ 360,851 $ 381,349 |
Schedule of net contract position | (Amounts in thousands) December 31, 2023 December 31, 2022 Contract assets $ 554,202 $ 512,906 Contract liabilities (193,351) (131,557) Net contract position $ 360,851 $ 381,349 |
Schedule of condensed consolidated balance sheets | (Amounts in thousands) December 31, 2023 December 31, 2022 Costs in excess of billings $ 208,203 $ 156,127 Investments 98,209 104,643 Claims asset total $ 306,412 $ 260,770 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment | |
Schedule of property and equipment | (Amounts in thousands) December 31, 2023 December 31, 2022 Land $ 6,170 $ 6,211 Buildings 30,904 31,225 Auto and trucks 32,792 29,967 Machinery and equipment 305,068 304,501 Assets in progress 7,209 162 Office and safety equipment 1,258 1,244 Property and equipment, at cost 383,401 373,310 Less: accumulated depreciation (281,251) (259,226) Property and equipment, net $ 102,150 $ 114,084 |
Intangibles (Tables)
Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangibles | |
Schedule of intangible assets | As of December 31, 2023, and December 31, 2022, intangible assets, net consisted of the following: December 31, 2023 Weighted-Average Remaining Gross Amortization Period Carrying Accumulated Net Carrying (Amounts in thousands; except years) (Years) Value Amortization Value Indefinite-lived intangible assets: Trademarks $ 1,180 $ — $ 1,180 Finite-lived intangible assets: Backlog 1.0 4,732 4,230 502 Total intangible assets, net $ 5,912 $ 4,230 $ 1,682 December 31, 2022 Weighted-Average Remaining Gross Amortization Period Carrying Accumulated Net Carrying (Amounts in thousands; except years) (Years) Value Amortization Value Indefinite-lived intangible assets: Trademarks $ 1,180 $ — $ 1,180 Finite-lived intangible assets: Backlog 0.7 4,732 3,694 1,038 Total intangible assets, net $ 5,912 $ 3,694 $ 2,218 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Long-Term Debt. | |
Schedule of long-term debt and credit facilities | (Amounts in thousands) December 31, 2023 December 31, 2022 Secured notes $ 210,197 $ 177,914 Mortgage notes 689 901 Revolving credit facility 90,000 95,000 OEM notes — 31 Total debt 300,886 273,846 Unamortized deferred financing costs (526) (246) Total debt, net 300,360 273,600 Less: Current portion (48,454) (46,322) Total long-term debt $ 251,906 227,278 |
Schedule of maturities of long-term debt | (Amounts in thousands) December 31, 2023 2024 $ 48,454 2025 140,170 2026 36,899 2027 30,189 2028 22,534 Thereafter 22,640 Total $ 300,886 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Schedule of components of lease cost | (Amounts in thousands) December 31, 2023 December 31, 2022 December 31, 2021 Finance leases Amortization of finance leases $ 4,560 $ 7,580 $ 4,912 Interest on lease liabilities 359 547 749 Total finance lease cost 4,919 8,127 5,661 Operating lease cost 17,100 18,874 18,962 Short-term lease cost 31,753 22,710 21,134 Total lease cost $ 53,772 $ 49,711 $ 45,757 |
Schedule of other information related to leases | (Amounts in thousands) December 31, 2023 December 31, 2022 December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 16,893 $ 18,769 $ 18,946 Operating cash flows for finance leases 359 547 749 Financing cash flows for finance leases 4,835 8,157 4,716 Operating leases ROU assets obtained in exchange for lease liabilities 12,164 19,558 12,391 Finance leases ROU assets obtained in exchange for lease liabilities 1,710 — 3,660 Additional information related to our leases for the year ended December 31, 2023 and December 31, 2022, is as follows: Weighted average remaining lease term (in years) December 31, 2023 December 31, 2022 Operating leases 1.7 1.6 Finance leases 2.1 2.0 Weighted average discount rate Operating leases 3.80 % 3.00 % Finance leases 5.50 % 4.80 % |
Schedule of operating and finance leases | (Amounts in thousands) December 31, 2023 December 31, 2022 Operating leases Operating lease right-of-use assets $ 12,492 $ 16,893 Short-term operating lease liabilities $ 8,862 $ 11,844 Long-term operating lease liabilities 3,526 4,696 Total operating lease liabilities $ 12,388 $ 16,540 Finance leases Property and equipment $ 26,012 $ 25,890 Accumulated amortization (18,485) (17,231) Property and equipment, net $ 7,527 $ 8,659 Short-term lease liabilities $ 5,219 $ 4,728 Long-term lease liabilities 1,720 5,336 Total finance lease liabilities $ 6,939 $ 10,064 |
Schedule of lease maturities | (Amounts in thousands) Finance Leases Operating Leases Total 2024 $ 5,385 $ 9,118 $ 14,503 2025 829 2,348 3,177 2026 410 898 1,308 2027 410 281 691 2028 345 143 488 Thereafter — — — Total 7,379 12,788 20,167 Less: present value discount (440) (400) (840) Lease liability $ 6,939 $ 12,388 $ 19,327 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Schedule of tax expense | (Amounts in thousands) December 31, 2023 December 31, 2022 December 31, 2021 Current income tax Federal $ 710 $ 9,079 $ 7,481 State 620 4,493 1,125 Foreign 2,633 1,821 2,092 Deferred income tax Federal (6,394) (499) 18,330 State (2,616) (1,059) 2,421 Foreign (319) (914) (1,798) Valuation allowance (3,161) 369 (18,706) Total tax expense (benefit) $ (8,527) $ 13,290 $ 10,945 |
Schedule of effective income tax rate reconciliation | (Amounts in thousands) December 31, 2023 December 31, 2022 December 31, 2021 Statutory rate $ (5,721) $ 15,947 $ 11,020 Untaxable earnings — (2,115) 12,073 State income taxes - net of federal benefit (2,918) 77 3,911 Change in effective state tax rate 940 — — Revocation of s-corporation status 4,799 — — Earnout (4,345) — — Foreign rate differential (5,501) — — Change in valuation allowances (3,161) 369 (18,706) Effect of foreign tax credits (443) (2,493) (327) Effect of uncertain tax positions 459 1,355 2,709 Prior year true-ups 297 196 — Effect of GILTI Inclusion 8,193 3,863 — Effect of deferred true-ups 254 (3,572) — Research and development tax credits (1,062) — — Other (318) (337) 265 Income tax expense (benefit) $ (8,527) $ 13,290 $ 10,945 (Amounts in thousands) December 31, 2023 December 31, 2022 December 31, 2021 Statutory rate 21.0 % 21.0 % 21.0 % Untaxable earnings — % (2.8) % 23.0 % State income taxes - net of federal benefit 10.7 % 0.1 % 7.5 % Change in effective state tax rate (3.5) % — % — % Revocation of s-corporation status (17.6) % — % — % Earnout 15.9 % — % — % Foreign rate differential 20.2 % — % — % Change in valuation allowances 11.6 % 0.5 % (35.6) % Effect of foreign tax credits 1.6 % (3.3) % (0.6) % Effect of uncertain tax positions (1.7) % 1.8 % 5.2 % Prior year true-ups (1.1) % 0.3 % — % Effect of GILTI Inclusion (30.1) % 5.1 % — % Effect of deferred true-ups (0.9) % (4.7) % — % Research and development tax credits 3.9 % — % — % Other 1.3 % (0.4) % 0.5 % Income tax expense 31.3 % 17.6 % 20.9 % |
Schedule of deferred income tax assets and deferred tax liabilities | (Amounts in thousands) December 31, 2023 December 31, 2021 Deferred tax assets: Federal net operating loss carryforwards $ 23,526 $ 20,426 Deferred compensation 3,231 1,728 Lease liability 3,013 2,225 Income from surety — 1,860 Capitalized research and development expenditures 10,815 1,811 Interest expense limitation 4,386 — Loss Reserves 4,172 — Other 2,400 2,052 Total deferred tax assets 51,543 30,102 Valuation allowance (19,419) (21,703) Deferred tax liabilities: Property and equipment (8,522) (2,408) Intangible assets in excess of tax basis (635) (623) Passthrough income / joint ventures (4,122) (975) ROU asset (3,035) (2,264) Deminimis contracts (3,127) — Other (3,735) (5,521) Total deferred tax liabilities (23,176) (11,791) Net deferred tax liabilities $ 8,948 $ (3,392) |
Schedule of uncertain tax positions | (Amounts in thousands) December 31, 2023 December 31, 2022 Balance at beginning of period $ 4,063 $ 2,708 Additions to current year tax positions — 866 Additions to interest and penalties on prior year tax positions taken 459 489 Balance at end of period $ 4,522 $ 4,063 |
Multiemployer Plans (Tables)
Multiemployer Plans (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Multiemployer Plans | |
Schedule of multiemployer plans | Pension Pension Pension 2023 2022 2021 Protection Act Protection Act Protection Act FIP/RP Status Contributions Contributions Contributions Expiration EIN/ Pension Latest 5500 Zone Status - Zone Status - Zone Status - Pending / (Amounts in (Amounts in (Amounts in Date of Plan Plan # Year Ending 2023 (a) 2022 (a) 2021 (a) Implemented (b) thousands) thousands) thousands) CBA A 91-6123688 6/30/2022 G G G No $ 85 $ 731 $ 2,564 6/30/2024 B 91-6028571 12/31/2022 G G G No 360 544 616 5/31/2024 C 91-6029051 12/31/2022 G G G No 276 572 507 5/31/2025 D 51-6102576 12/31/2022 G G G FIP Implemented 2,597 2,996 519 6/30/2024 E 13-1809825 12/31/2022 G G G No 811 930 324 4/30/2026 F 43-6108379 3/31/2022 G G G No 196 — 77 4/30/2024 G 95-6042866 5/31/2022 G G G No 126 111 87 12/31/2025 H 25-1283169 12/31/2022 G G G FIP Implemented 33 48 70 5/31/2024 I 11-6245313 2/28/2022 G G R No 248 295 225 6/30/2024 J 11-2392157 36-6052390 2/1/2021 G G G No — 100 32 6/30/2023 K 91-6066773 4/1/2021 G G G No — 179 18 3/31/2024 L 94-6277608 6/1/2021 G G G FIP Implemented — 212 — 6/30/2021 M 43-6052659 10/31/2020 G G G No — 166 118 7/31/2023 All Others 1,620 409 700 Various $ 6,352 $ 7,293 $ 5,857 We did not contribute or participate as a signatory in any multiemployer plans prior to our acquisition of American Bridge in 2020. (a) The most recent Pension Protection Act zone status available is as of the plans’ year end. The zone status (as defined by the Pension Protection Act) represents the level at which the plan is funded. Plans in the red zone (R) are less than 65% funded; plans in the yellow zone (Y) are more than 65% funded, but less than 80% funded; plans in the green zone (G) are at least 80% funded. A multiemployer defined benefit pension plan that has been certified in the yellow or red zone may begin to levy a statutory surcharge on contribution rates. Once authorized, the surcharge is at the rate of 5% for the first 12 months and 10% for any periods thereafter. Contributing employers may eliminate the surcharge by entering into a collective bargaining agreement that meets the requirements of the applicable Funding Improvement Plan (FIP) or Rehabilitation Plan (RP). We were not required to pay any surcharges to any plans in 2021 or 2020. (b) The “FIP/RP Status Pending/Implemented” column indicates plans for which a FIP or RP is either pending or has been implemented. |
Related parties (Tables)
Related parties (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Parties | |
Schedule of related party transactions | As of Description Balance sheet classification December 31, 2023 December 31, 2022 Accounts receivable from employees Accounts receivable, net $ 224 $ 181 Accounts receivable from officers (1) Accounts receivable, net — 2,712 Accounts receivable from related parties Other noncurrent assets — 1,347 Accounts receivable from the preferred stockholders Other noncurrent assets — 645 Accounts payable to related parties Accounts payable 388 — Accrued distributions to related parties Accrued liabilities 3,536 — Notes payable due to related parties Long-term debt 31,622 9,069 Noncurrent liability due to related parties Other noncurrent liabilities 42,642 — Total related party transactions $ 78,412 $ 13,954 (1) Accounts receivable from officers was satisfied prior to consummating the Merger. |
Remaining Unsatisfied Perform_2
Remaining Unsatisfied Performance Obligations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Remaining Unsatisfied Performance Obligations | |
Schedule of remaining unsatisfied performance obligations | (Amounts in millions) December 31, 2023 December 31, 2022 Remaining Unsatisfied Performance Obligations $ 2,835 $ 2,973 |
Noncontrolling Interests Hold_2
Noncontrolling Interests Holders (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interests Holders | |
Schedule of revenue and net income attributable to noncontrolling interests | December 31, 2023 December 31, 2022 December 31, 2021 Revenue $ 41,589 $ 38,526 $ 59,437 Net income attributable to noncontrolling interests 538 2,108 2,810 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Compensation | |
Schedule of changes in RSUs during the year: | A summary of the changes in our RSUs during the year ended December 31, 2023 is as follows (shares in thousands): December 31, 2023 RSUs Weighted-Average Grant-Date Fair Value per RSU Outstanding, beginning balance — $ — Granted 209,203 8.43 Vested (35,870) 5.94 Forfeited — — Outstanding, ending balance 173,333 $ 8.94 |
Loss per Share (Tables)
Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Loss per Share | |
Schedule of loss per share basic and diluted | Basic and diluted net loss per share for the year ended December 31, 2023 consisted of the following ( in thousands, except shares and per share amounts Year Ended December 31, 2023 Numerator: Net loss $ (18,715) Less net income attributable to noncontrolling interests 538 Net loss attributable to common stockholders, basic and diluted (19,253) Denominator (1) Weighted average common shares outstanding — basic 47,088,813 Weighted average common shares outstanding — diluted 47,088,813 Net loss per share — basic $ (0.41) Net loss per share — diluted $ (0.41) (1) The structure of Southland’s historical common equity structure was in the form of membership percentages and no shares were issued. As such, reporting periods prior to the three months ended March 31, 2023 will not present share or per share data. |
Description of Business - Narra
Description of Business - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) subsidiary | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) subsidiary segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Feb. 14, 2023 shares | |
Number of subsidiaries | subsidiary | 6 | 6 | ||||
Common stock, shares issued in merger | shares | 0 | |||||
Number of distinct operating segments | segment | 2 | |||||
Subsidies qualified for | $ 2,400,000 | $ 2,400,000 | ||||
Subsidies received, included in labor and related costs | $ 100,000 | $ 2,400,000 | ||||
Employee retention credit refund received | $ 2,400,000 | |||||
Contract revenue recognized | $ 124,100,000 | $ 102,500,000 | ||||
Maximum | ||||||
Remuneration paid percentage | 75% | |||||
Maximum remuneration per week | $ 847 | $ 847 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) item customer state subsidiary segment | Dec. 31, 2022 USD ($) customer state | Dec. 31, 2021 USD ($) customer state | |
Basis of Presentation | |||
Unrecognized tax benefits | $ 4,522 | $ 4,063 | $ 2,708 |
Net asset of foreign operations, percentage | 47% | 21% | |
Number of distinct operating segments | segment | 2 | ||
Percentage of labor force subject to collective bargaining agreements | 20% | 26% | 18% |
Outstanding retainage receivables, net, expected to collect next 12 months | $ 82,700 | ||
Number of reporting units | item | 3 | ||
Inventory | $ 5,500 | $ 9,800 | |
Amortization of mobilization and costs to insure contracts | 15,000 | 14,500 | |
Allowance for credit losses | 1,300 | 1,500 | |
Amortization expense | 500 | 1,000 | $ 1,800 |
Self-insurance maximum per claim for workers' compensation, general liability, and auto insurance | 300 | ||
Self-insurance maximum per claim for workers' compensation, general liability, and auto insurance in New York | 2,000 | ||
Self insurance reserves | $ 11,900 | 12,800 | |
Number of subsidiaries historically taxed as C-corporation | subsidiary | 2 | ||
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount1 | $ 0 | 0 | |
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount1 | 0 | 0 | |
Fair Value, Liabilities, Level 1 to Level 2 Transfers, Amount1 | 0 | 0 | |
Fair Value, Liabilities, Level 2 to Level 1 Transfers, Amount 1 | 0 | 0 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers, Net | 0 | 0 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net | 0 | $ 0 | |
Deductible amount per claim | $ 100 | ||
Revenue | |||
Basis of Presentation | |||
Number of other states | state | 29 | 23 | 33 |
Customer concentration risk | Accounts receivable | Two customers | |||
Basis of Presentation | |||
Number of customers | customer | 2 | ||
Concentration risk percentage | 11% | ||
Customer concentration risk | Accounts receivable | One customer | |||
Basis of Presentation | |||
Number of customers | customer | 1 | ||
Concentration risk percentage | 15% | ||
Customer concentration risk | Revenue | One customer | |||
Basis of Presentation | |||
Number of customers | customer | 2 | 2 | 1 |
Concentration risk percentage | 10.50% | ||
Customer concentration risk | Revenue | Major customer one | |||
Basis of Presentation | |||
Concentration risk percentage | 17.30% | ||
Customer concentration risk | Revenue | Major customer two | |||
Basis of Presentation | |||
Concentration risk percentage | 13.70% | ||
Geographical concentration risk | Revenue | Florida | |||
Basis of Presentation | |||
Concentration risk percentage | 19.70% | 16.30% | 18.10% |
Geographical concentration risk | Revenue | Texas | |||
Basis of Presentation | |||
Concentration risk percentage | 18.90% | 24.90% | 26.90% |
Geographical concentration risk | Revenue | Bahamas | |||
Basis of Presentation | |||
Concentration risk percentage | 17.30% | ||
Geographical concentration risk | Revenue | Foreign | |||
Basis of Presentation | |||
Concentration risk percentage | 22.90% | 15% | 9% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Revenue and Cost Recognition (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Summary of Significant Accounting Policies. | ||
Costs to insure | $ 20,997 | $ 25,091 |
Mobilization costs | 7,617 | 6,990 |
Costs to fulfill contracts, net | $ 28,614 | $ 32,081 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Cash, Cash Equivalents and Restricted Cash | |||
Cash and cash equivalents at beginning of period | $ 57,915 | $ 63,342 | |
Restricted cash at beginning of period | 14,076 | 47,900 | |
Cash, cash equivalents, and restricted cash at beginning of year | 71,991 | 111,242 | $ 180,396 |
Cash and cash equivalents at end of period | 49,176 | 57,915 | 63,342 |
Restricted cash at end of period | 14,644 | 14,076 | 47,900 |
Cash, cash equivalents, and restricted cash at end of year | $ 63,820 | $ 71,991 | $ 111,242 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Property and Equipment (Details) | Dec. 31, 2023 |
Buildings | |
Property and equipment | |
Estimated useful lives | 40 years |
Leasehold Improvements | Maximum | |
Property and equipment | |
Estimated useful lives | 15 years |
Auto and trucks | Minimum | |
Property and equipment | |
Estimated useful lives | 3 years |
Auto and trucks | Maximum | |
Property and equipment | |
Estimated useful lives | 7 years |
Machinery and Equipment | Minimum | |
Property and equipment | |
Estimated useful lives | 5 years |
Machinery and Equipment | Maximum | |
Property and equipment | |
Estimated useful lives | 10 years |
Office and safety equipment | Minimum | |
Property and equipment | |
Estimated useful lives | 3 years |
Office and safety equipment | Maximum | |
Property and equipment | |
Estimated useful lives | 7 years |
Investment in Joint Ventures (D
Investment in Joint Ventures (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Investment in Joint Ventures | |||
Assets | $ 1,201,068 | $ 1,125,305 | |
Liabilities | 940,504 | 765,421 | |
Revenues | 1,160,417 | 1,161,431 | $ 1,279,186 |
FCBC | |||
Investment in Joint Ventures | |||
Assets | 5,089 | 3,256 | 2,574 |
Liabilities | 5,143 | 11,509 | 11,419 |
Revenues | 5,001 | (1,555) | 6,380 |
Income (loss) | 3,508 | (3,949) | 6,019 |
TZC | |||
Investment in Joint Ventures | |||
Assets | 560,589 | 530,834 | 551,074 |
Liabilities | 79,663 | 22,770 | 43,290 |
Revenues | (30,343) | (17,816) | (9,337) |
Income (loss) | 2,863 | 337 | (56) |
EHW | |||
Investment in Joint Ventures | |||
Assets | 374 | 415 | 461 |
Liabilities | 124 | 167 | 208 |
Income (loss) | 3 | (5) | (5,706) |
SA Connects CA | |||
Investment in Joint Ventures | |||
Assets | 725 | ||
Liabilities | 725 | ||
Revenues | 610 | ||
SA Connects PA | |||
Investment in Joint Ventures | |||
Assets | 1,780 | ||
Liabilities | 1,645 | ||
Revenues | 1,149 | ||
Income (loss) | 135 | ||
RRSGP | |||
Investment in Joint Ventures | |||
Assets | 44,660 | 34,596 | 9,468 |
Liabilities | 16,907 | 19,670 | 5,999 |
Revenues | 58,766 | 60,130 | 17,515 |
Income (loss) | 12,264 | 12,165 | 3,502 |
American Bridge | |||
Investment in Joint Ventures | |||
Liabilities | 49,100 | 47,200 | |
Revenues | (4,801) | (4,592) | (392) |
Income (loss) | 1,719 | (1,029) | 1,473 |
Equity | 106,657 | 106,285 | 101,871 |
American Bridge | FCBC | |||
Investment in Joint Ventures | |||
Revenues | 1,400 | (435) | 1,787 |
Income (loss) | 982 | (1,106) | 1,686 |
Equity | (15) | (2,311) | (2,477) |
American Bridge | TZC | |||
Investment in Joint Ventures | |||
Revenues | (7,080) | (4,157) | (2,179) |
Income (loss) | 668 | 79 | (13) |
Equity | 106,516 | 108,509 | 104,259 |
American Bridge | EHW | |||
Investment in Joint Ventures | |||
Income (loss) | 1 | (2) | (200) |
Equity | 88 | 87 | 89 |
American Bridge | SA Connects CA | |||
Investment in Joint Ventures | |||
Revenues | 305 | ||
American Bridge | SA Connects PA | |||
Investment in Joint Ventures | |||
Revenues | 574 | ||
Income (loss) | 68 | ||
Equity | 68 | ||
Oscar Renda Contracting Of Canada Inc | RRSGP | |||
Investment in Joint Ventures | |||
Revenues | 30,756 | 30,106 | 8,762 |
Income (loss) | 7,254 | 6,021 | 1,752 |
Equity | $ 14,992 | $ 7,439 | $ 1,739 |
Investment in Joint Ventures -
Investment in Joint Ventures - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Liabilities | $ 940,504 | $ 765,421 | |
FCBC | |||
Liabilities | 5,143 | 11,509 | $ 11,419 |
TZC | |||
Investment | 106,500 | 108,500 | |
Liabilities | 79,663 | 22,770 | 43,290 |
EHW | |||
Liabilities | 124 | 167 | $ 208 |
SA Connects CA | |||
Liabilities | 725 | ||
SA Connects PA | |||
Liabilities | 1,645 | ||
American Bridge | |||
Liabilities | $ 49,100 | $ 47,200 | |
American Bridge | FCBC | |||
Partnership interest in the joint venture | 28% | ||
American Bridge | EHW | |||
Partnership interest in the joint venture | 35% | ||
American Bridge | SA Connects CA | |||
Partnership interest in the joint venture | 50% | ||
American Bridge | SA Connects PA | |||
Partnership interest in the joint venture | 50% | ||
American Bridge | TZC | |||
Membership in joint venture | 23.33% | ||
Oscar Renda Contracting Of Canada Inc | |||
Membership in joint venture | 50% |
Fair Value of Investments (Deta
Fair Value of Investments (Details) - Recurring basis - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value of Investments | ||
Marketable Securities | $ 8 | |
Investments Noncurrent | $ 3,235 | 3,261 |
Overall Total | 3,235 | 3,269 |
Private equity | ||
Fair Value of Investments | ||
Investments Noncurrent | 3,235 | 3,261 |
Level 1 | ||
Fair Value of Investments | ||
Marketable Securities | 8 | |
Overall Total | 8 | |
Level 3 | ||
Fair Value of Investments | ||
Investments Noncurrent | 3,235 | 3,261 |
Overall Total | 3,235 | 3,261 |
Level 3 | Private equity | ||
Fair Value of Investments | ||
Investments Noncurrent | $ 3,235 | 3,261 |
Common Stock | ||
Fair Value of Investments | ||
Marketable Securities | 8 | |
Common Stock | Level 1 | ||
Fair Value of Investments | ||
Marketable Securities | $ 8 |
Fair Value of Investments - Ass
Fair Value of Investments - Asset Measured at Fair Value (Details) - Recurring basis - Level 3 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value of Investments | ||
Assets measured at fair value, beginning | $ 3,261 | $ 3,925 |
Earnings | $ 169 | $ 263 |
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Noncash Income (Expense) | Other Noncash Income (Expense) |
Purchases | $ 142 | $ 131 |
Sales | (337) | (1,058) |
Assets measured at fair value, ending | 3,235 | 3,261 |
Private Equity | ||
Fair Value of Investments | ||
Assets measured at fair value, beginning | 3,261 | 3,925 |
Earnings | $ 169 | $ 263 |
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Noncash Income (Expense) | Other Noncash Income (Expense) |
Purchases | $ 142 | $ 131 |
Sales | (337) | (1,058) |
Assets measured at fair value, ending | $ 3,235 | $ 3,261 |
Investing Activities - Cost and
Investing Activities - Cost and Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Investing Activities | ||
Net gains, current | $ 8 | |
Fair Value, Current | 8 | |
Amortized cost, noncurrent | $ 637 | 688 |
Net gains, noncurrent | 2,598 | 2,573 |
Fair value, noncurrent | 3,235 | 3,261 |
Private equity | ||
Investing Activities | ||
Amortized cost, noncurrent | 637 | 688 |
Net gains, noncurrent | 2,598 | 2,573 |
Fair value, noncurrent | $ 3,235 | 3,261 |
Common Stock | ||
Investing Activities | ||
Net gains, current | 8 | |
Fair Value, Current | $ 8 |
Investing Activities - Narrativ
Investing Activities - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments | ||
Investing Activities | ||
Noncurrent investments | $ 1.3 | $ 1.5 |
Revenue - Segment Revenue (Deta
Revenue - Segment Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | |||
Revenue | $ 1,160,417 | $ 1,161,431 | $ 1,279,186 |
% of Total Revenue | 100% | 100% | 100% |
Civil | |||
Revenue | |||
Revenue | $ 337,524 | $ 305,324 | $ 391,629 |
% of Total Revenue | 29.10% | 26.30% | 30.60% |
Transportation | |||
Revenue | |||
Revenue | $ 822,893 | $ 856,107 | $ 887,557 |
% of Total Revenue | 70.90% | 73.70% | 69.40% |
Revenue - Segment Gross Profit
Revenue - Segment Gross Profit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | |||
Gross Profit | $ 35,814 | $ 140,934 | $ 114,188 |
% of Segment Revenue | 3.10% | 12.10% | 8.90% |
Civil | |||
Revenue | |||
Gross Profit | $ 51,686 | $ 45,464 | $ 40,913 |
% of Segment Revenue | 15.30% | 14.90% | 10.40% |
Transportation | |||
Revenue | |||
Gross Profit | $ (15,872) | $ 95,470 | $ 73,275 |
% of Segment Revenue | (1.90%) | 11.20% | 8.30% |
Revenue - Narrative (Details)
Revenue - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 | |
Revenue | |||
Accrued loss provisions | $ 17.3 | $ 9.4 | |
Unapproved contract modifications | $ 139.6 | $ 144.2 | |
Number of reportable segments | segment | 2 | ||
Percentage of revenue earned outside of the US | 23% | 7% | 9% |
Cost and Estimated Earnings o_3
Cost and Estimated Earnings on Uncompleted Contracts - Contract assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Cost and Estimated Earnings on Uncompleted Contracts | ||
Costs in excess of billings | $ 525,588 | $ 480,825 |
Costs to fulfill contracts, net | 28,614 | 32,081 |
Contract assets | $ 554,202 | $ 512,906 |
Cost and Estimated Earnings o_4
Cost and Estimated Earnings on Uncompleted Contracts - Costs and estimated earnings (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Cost and Estimated Earnings on Uncompleted Contracts | ||
Costs incurred on uncompleted contracts | $ 7,293,246 | $ 6,874,709 |
Estimated earnings | 456,852 | 398,917 |
Costs incurred and estimated earnings | 7,750,098 | 7,273,626 |
Less: billings to date | (7,417,861) | (6,924,358) |
Costs to fulfill contracts, net | 28,614 | 32,081 |
Net contract position | $ 360,851 | $ 381,349 |
Cost and Estimated Earnings o_5
Cost and Estimated Earnings on Uncompleted Contracts - Net contract position (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jan. 01, 2023 | Dec. 31, 2022 | Jan. 01, 2022 |
Cost and Estimated Earnings on Uncompleted Contracts | ||||
Contract assets | $ 554,202 | $ 512,906 | ||
Contract liabilities | (193,351) | $ (131,600) | (131,557) | $ (111,200) |
Net contract position | $ 360,851 | $ 381,349 |
Cost and Estimated Earnings o_6
Cost and Estimated Earnings on Uncompleted Contracts - Consolidated balance sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Cost and Estimated Earnings on Uncompleted Contracts | ||
Costs in excess of billings | $ 208,203 | $ 156,127 |
Investments | 98,209 | 104,643 |
Claims asset total | $ 306,412 | $ 260,770 |
Cost and Estimated Earnings o_7
Cost and Estimated Earnings on Uncompleted Contracts - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2023 | Jan. 01, 2022 | |
Cost and Estimated Earnings on Uncompleted Contracts | ||||
Claims | $ 306,400 | $ 260,800 | ||
Contract liabilities value | 193,351 | 131,557 | $ 131,600 | $ 111,200 |
Contract revenue recognized | $ 124,100 | $ 102,500 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property and equipment | ||
Property and equipment, at cost | $ 383,401 | $ 373,310 |
Less: accumulated depreciation | (281,251) | (259,226) |
Property, Plant and Equipment, Net | 102,150 | 114,084 |
Land | ||
Property and equipment | ||
Property and equipment, at cost | 6,170 | 6,211 |
Buildings | ||
Property and equipment | ||
Property and equipment, at cost | 30,904 | 31,225 |
Auto and trucks | ||
Property and equipment | ||
Property and equipment, at cost | 32,792 | 29,967 |
Machinery and Equipment | ||
Property and equipment | ||
Property and equipment, at cost | 305,068 | 304,501 |
Assets in progress | ||
Property and equipment | ||
Property and equipment, at cost | 7,209 | 162 |
Office and safety equipment | ||
Property and equipment | ||
Property and equipment, at cost | $ 1,258 | $ 1,244 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property and Equipment | |||
Depreciation expense | $ 29.9 | $ 44.6 | $ 45 |
Intangibles - Net (Details)
Intangibles - Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Intangibles - Net | ||
Gross Carrying Value | $ 5,912 | $ 5,912 |
Accumulated Amortization | 4,230 | 3,694 |
Net Carrying Value | 1,682 | 2,218 |
Backlog | ||
Intangibles - Net | ||
Gross Carrying Value | 4,732 | 4,732 |
Accumulated Amortization | 4,230 | 3,694 |
Net Carrying Value | $ 502 | $ 1,038 |
Weighted-Average Remaining Amortization Period (Years) | 1 year | 8 months 12 days |
Trademarks | ||
Intangibles - Net | ||
Gross Carrying Value | $ 1,180 | $ 1,180 |
Net Carrying Value | $ 1,180 | $ 1,180 |
Intangibles - Narrative (Detail
Intangibles - Narrative (Details ) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Intangibles | |||
Goodwill | $ 1.5 | $ 1.5 | |
Amortization of intangible assets | $ 0.5 | $ 1 | $ 1.8 |
Long-Term Debt - Debt and Credi
Long-Term Debt - Debt and Credit Facilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Total debt | $ 300,886 | $ 273,846 |
Unamortized deferred financing costs | (526) | (246) |
Total debt, net | 300,360 | 273,600 |
Less: Current portion | (48,454) | (46,322) |
Total long-term debt | 251,906 | 227,278 |
Revolving credit facility | ||
Total debt | 90,000 | 95,000 |
Secured notes | ||
Total debt | 210,197 | 177,914 |
Mortgage notes | ||
Total debt | $ 689 | 901 |
Equipment notes | ||
Total debt | $ 31 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2023 | Dec. 31, 2023 | Aug. 31, 2023 | Dec. 31, 2022 | Jul. 31, 2021 | |
Long-Term Debt | |||||
Weighted average interest rate on debt (as a percent) | 6.12% | 4.02% | |||
Loss on extinguishment of debt | $ (631) | ||||
Revolving credit facility | |||||
Long-Term Debt | |||||
Revolving credit facility | 90,000 | $ 95,000 | |||
Available for borrowing | $ 10,000 | ||||
Maximum available under facility | $ 100,000 | $ 50,000 | |||
Deferred financing cost | $ 300 | ||||
Revolving credit facility | SOFR | |||||
Long-Term Debt | |||||
Floor rate (as a percent) | 0.90% | ||||
Applicable margin rate (as a percent) | 2.10% | ||||
Secured notes | |||||
Long-Term Debt | |||||
Amount of debt refinanced | $ 76,400 | ||||
Debt instrument face amount | $ 113,500 | ||||
Amortizing term | 5 years | ||||
Interest rate (as a percent) | 7.25% | ||||
Deferred financing cost | $ 300 | ||||
Loss on extinguishment of debt | 600 | ||||
Bank service charges | $ 600 | ||||
Secured notes | Minimum | |||||
Long-Term Debt | |||||
Interest rate (as a percent) | 1.29% | ||||
Secured notes | Maximum | |||||
Long-Term Debt | |||||
Interest rate (as a percent) | 8% | ||||
Mortgage notes | Minimum | |||||
Long-Term Debt | |||||
Interest rate (as a percent) | 3.84% | ||||
Mortgage notes | Maximum | |||||
Long-Term Debt | |||||
Interest rate (as a percent) | 5.99% |
Long-Term Debt - Future long-te
Long-Term Debt - Future long-term maturities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Long-Term Debt. | |
2024 | $ 48,454 |
2025 | 140,170 |
2026 | 36,899 |
2027 | 30,189 |
2028 | 22,534 |
Thereafter | 22,640 |
Total | $ 300,886 |
Leases - Components of lease co
Leases - Components of lease cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | |||
Amortization of finance leases | $ 4,560 | $ 7,580 | $ 4,912 |
Interest on lease liabilities | 359 | 547 | 749 |
Total finance lease cost | 4,919 | 8,127 | 5,661 |
Operating lease cost | 17,100 | 18,874 | 18,962 |
Short-term lease cost | 31,753 | 22,710 | 21,134 |
Total lease cost | $ 53,772 | $ 49,711 | $ 45,757 |
Leases - Other information rela
Leases - Other information related to leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | |||
Operating cash flows for operating leases | $ 16,893 | $ 18,769 | $ 18,946 |
Operating cash flows for finance leases | 359 | 547 | 749 |
Financing cash flows for finance leases | 4,835 | 8,157 | 4,716 |
ROU assets obtained in exchange for lease liabilities - operating leases | 12,164 | $ 19,558 | 12,391 |
ROU assets obtained in exchange for lease liabilities - finance leases | $ 1,710 | $ 3,660 | |
Weighted average remaining lease term - operating leases | 1 year 8 months 12 days | 1 year 7 months 6 days | |
Weighted average discount rate - operating leases | 3.80% | 3% | |
Weighted average remaining lease term - finance leases | 2 years 1 month 6 days | 2 years | |
Weighted average discount rate - finance leases | 5.50% | 4.80% |
Leases - Supplemental consolida
Leases - Supplemental consolidated balance sheets information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
Operating lease right-of-use assets | $ 12,492 | $ 16,893 |
Short-term operating lease liabilities | $ 8,862 | $ 11,844 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Lease Liability Current | Lease Liability Current |
Long-term lease liabilities | $ 3,526 | $ 4,696 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Lease Liability Noncurrent | Lease Liability Noncurrent |
Operating lease liability | $ 12,388 | $ 16,540 |
Property and equipment | 26,012 | 25,890 |
Accumulated amortization | (18,485) | (17,231) |
Property and equipment, net | 7,527 | 8,659 |
Short-term lease liabilities | $ 5,219 | $ 4,728 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Lease Liability Current | Lease Liability Current |
Long-term lease liabilities | $ 1,720 | $ 5,336 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Lease Liability Noncurrent | Lease Liability Noncurrent |
Finance lease liability | $ 6,939 | $ 10,064 |
Leases - Maturities of non-canc
Leases - Maturities of non-cancellable operating and financing leases (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finance leases | ||
2024 | $ 5,385 | |
2025 | 829 | |
2026 | 410 | |
2027 | 410 | |
2028 | 345 | |
Total | 7,379 | |
Less: present value discount | (440) | |
Finance lease liability | 6,939 | $ 10,064 |
Operating leases | ||
2024 | 9,118 | |
2025 | 2,348 | |
2026 | 898 | |
2027 | 281 | |
2028 | 143 | |
Total | 12,788 | |
Less: present value discount | (400) | |
Operating lease liability | 12,388 | $ 16,540 |
Total leases | ||
2024 | 14,503 | |
2025 | 3,177 | |
2026 | 1,308 | |
2027 | 691 | |
2028 | 488 | |
Total | 20,167 | |
Less: present value discount | (840) | |
Total lease liability | $ 19,327 |
Preferred Stock and Limited L_2
Preferred Stock and Limited Liability Company (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Preferred Stock and Limited Liability Company | ||
Preferred stock, shares outstanding | 0 | 24,400,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 1 |
Promissory note | ||
Preferred Stock and Limited Liability Company | ||
Debt instrument face amount | $ 23.8 | |
Note expiration term | 10 years | |
Series A and B Preferred Stock | ||
Preferred Stock and Limited Liability Company | ||
Preferred stock redemption rate (in dollars per share) | $ 1 | |
Forgiveness of accounts receivable due from holders | $ 0.6 | |
Series A Preferred Stock | ||
Preferred Stock and Limited Liability Company | ||
Redemption of shares | 17,000,000 | |
Series B Preferred Stock | ||
Preferred Stock and Limited Liability Company | ||
Redemption of shares | 7,400,000 | |
Oscar Renda | Series A Preferred Stock | ||
Preferred Stock and Limited Liability Company | ||
Preferred stock, shares outstanding | 17,000,000 | |
Preferred stock, par value (in dollars per share) | $ 1 | |
Preferred stock redemption rate (in dollars per share) | $ 1 | |
Oscar Renda | Series B Preferred Stock | ||
Preferred Stock and Limited Liability Company | ||
Preferred stock, shares outstanding | 7,400,000 | |
Preferred stock, par value (in dollars per share) | $ 1 | |
Preferred stock redemption rate (in dollars per share) | $ 1 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) subsidiary | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Number of subsidiaries historically taxed as C-corporation | subsidiary | 2 | ||
Federal statutory tax rate | 21% | 21% | 21% |
Effective tax rate | 31.30% | 17.60% | 20.90% |
State income taxes - net of federal benefit | $ (2,918) | $ 77 | $ 3,911 |
Valuation allowance | 19,419 | 21,703 | |
Deferred tax liabilities | 3,392 | ||
Southland Mole of Canada | |||
Valuation allowance | 0 | ||
Deferred tax liabilities | 1,900 | ||
Oscar Renda Contracting Of United States | |||
Valuation allowance | 0 | ||
Deferred tax liabilities | 600 | ||
Federal | |||
Operating loss carryforwards | 200 | 0 | |
State | |||
Operating loss carryforwards | 41,900 | 0 | |
Foreign | |||
Operating loss carryforwards | $ 83,400 | $ 82,100 |
Income Taxes - Tax expense (Det
Income Taxes - Tax expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current income tax | |||
Federal | $ 710 | $ 9,079 | $ 7,481 |
State | 620 | 4,493 | 1,125 |
Foreign | 2,633 | 1,821 | 2,092 |
Deferred income tax | |||
Federal | (6,394) | (499) | 18,330 |
State | (2,616) | (1,059) | 2,421 |
Foreign | (319) | (914) | (1,798) |
Valuation allowance | (3,161) | 369 | (18,706) |
Total tax expense | $ (8,527) | $ 13,290 | $ 10,945 |
Income Taxes - Income tax expen
Income Taxes - Income tax expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes | |||
Statutory rate | $ (5,721) | $ 15,947 | $ 11,020 |
Untaxable earnings | (2,115) | 12,073 | |
State income taxes - net of federal benefit | (2,918) | 77 | 3,911 |
Change in effective state tax rate | 940 | ||
Revocation of s-corporation status | 4,799 | ||
Earnout | (4,345) | ||
Foreign rate differential | (5,501) | ||
Change in valuation allowances | (3,161) | 369 | (18,706) |
Effect of foreign tax credits | (443) | (2,493) | (327) |
Effect of uncertain tax positions | 459 | 1,355 | 2,709 |
Prior year true-ups | 297 | 196 | |
Effect of GILTI Inclusion | 8,193 | 3,863 | |
Effect of deferred true-ups | 254 | (3,572) | |
Research and development tax credits | (1,062) | ||
Other | (318) | (337) | 265 |
Income tax expense | $ (8,527) | $ 13,290 | $ 10,945 |
Income Taxes - Rate reconciliat
Income Taxes - Rate reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes | |||
Statutory federal income tax rate | 21% | 21% | 21% |
Untaxable earnings | (2.80%) | 23% | |
State income taxes, net of federal benefit | 10.70% | 0.10% | 7.50% |
Change in effective state tax rate | (3.50%) | ||
Revocation of s-corporation status | (17.60%) | ||
Earnout | 15.90% | ||
Foreign rate differential | 20.20% | ||
Change in valuation allowances | 11.60% | 0.50% | (35.60%) |
Effect of foreign tax credits | 1.60% | (3.30%) | (0.60%) |
Effect of uncertain tax positions | (1.70%) | 1.80% | 5.20% |
Prior year true-ups | (1.10%) | 0.30% | |
Effect of GILTI Inclusion | 30.10% | 5.10% | |
Effect of deferred true-ups | (0.90%) | (4.70%) | |
Research and development tax credits | 3.90% | ||
Other | 1.30% | (0.40%) | 0.50% |
Income tax provision | 31.30% | 17.60% | 20.90% |
Income Taxes - Deferred income
Income Taxes - Deferred income tax (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Federal net operating loss carryforwards | $ 23,526 | $ 20,426 |
Deferred compensation | 3,231 | 1,728 |
Lease liability | 3,013 | 2,225 |
Income from surety | 1,860 | |
Capitalized research and development expenditures | 10,815 | 1,811 |
Interest expense limitation | 4,386 | |
Loss Reserves | 4,172 | |
Other | 2,400 | 2,052 |
Total deferred tax assets | 51,543 | 30,102 |
Valuation allowance | (19,419) | (21,703) |
Property and equipment | (8,522) | (2,408) |
Intangible assets in excess of tax basis | (635) | (623) |
Passthrough income / joint ventures | (4,122) | (975) |
ROU asset | (3,035) | (2,264) |
Deminimis contracts | (3,127) | |
Other | (3,735) | (5,521) |
Total deferred tax liabilities | (23,176) | (11,791) |
Net deferred tax assets | 8,948 | |
Net deferred tax liabilities | $ (3,392) | |
Foreign | ||
Deferred tax assets: | ||
Net deferred tax liabilities | $ 0 |
Income Taxes - Uncertain tax po
Income Taxes - Uncertain tax positions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes | ||
Beginning Balance | $ 4,063 | $ 2,708 |
Additions to current year tax positions | 866 | |
Additions to interest and penalties on prior year tax positions taken | 459 | 489 |
Ending Balance | 4,522 | 4,063 |
Accrued interest and penalties liability | $ 900 | $ 600 |
Multiemployer Plans (Details)
Multiemployer Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Multiemployer Plans | |||
Contributions | $ 6,352 | $ 7,293 | $ 5,857 |
Northwest Ironworkers Retirement Trust Seattle Washington | |||
Multiemployer Plans | |||
Contributions | $ 85 | 731 | 2,564 |
Expiration date of CBA | Jun. 30, 2024 | ||
IUOE Local 302 & 612 Construct - WA State | |||
Multiemployer Plans | |||
Contributions | $ 360 | 544 | 616 |
Expiration date of CBA | May 31, 2024 | ||
Carpenters Trust of Western Washington Local 196 | |||
Multiemployer Plans | |||
Contributions | $ 276 | 572 | 507 |
Expiration date of CBA | May 31, 2025 | ||
Iron Workers Union Security Funds | |||
Multiemployer Plans | |||
Contributions | $ 2,597 | 2,996 | 519 |
Expiration date of CBA | Jun. 30, 2024 | ||
Excavators Union Local 731 Pension Fund | |||
Multiemployer Plans | |||
Contributions | $ 811 | 930 | 324 |
Expiration date of CBA | Apr. 30, 2026 | ||
Carpenters District Councilof Kansas City Pension Fund | |||
Multiemployer Plans | |||
Contributions | $ 196 | 77 | |
Expiration date of CBA | Apr. 30, 2024 | ||
California Ironworkers Field Pension Fund | |||
Multiemployer Plans | |||
Contributions | $ 126 | 111 | 87 |
Expiration date of CBA | Dec. 31, 2025 | ||
Ironworkers Pension Plan Of Western Pennsylvania | |||
Multiemployer Plans | |||
Contributions | $ 33 | 48 | 70 |
Expiration date of CBA | May 31, 2024 | ||
Teamsters Local 282 Pension Trust Fund | |||
Multiemployer Plans | |||
Contributions | $ 248 | 295 | 225 |
Expiration date of CBA | Jun. 30, 2024 | ||
J | |||
Multiemployer Plans | |||
Contributions | 100 | 32 | |
Expiration date of CBA | Jun. 30, 2023 | ||
K | |||
Multiemployer Plans | |||
Contributions | 179 | 18 | |
Expiration date of CBA | Mar. 31, 2024 | ||
L | |||
Multiemployer Plans | |||
Contributions | 212 | ||
Expiration date of CBA | Jun. 30, 2021 | ||
M | |||
Multiemployer Plans | |||
Contributions | 166 | 118 | |
Expiration date of CBA | Jul. 31, 2023 | ||
All Others | |||
Multiemployer Plans | |||
Contributions | $ 1,620 | $ 409 | $ 700 |
Multiemployer Plans - Narrative
Multiemployer Plans - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Multiemployer Plans | |||
Surcharge for the first twelve months (as a percent) | 5% | ||
Surcharge for periods after the first twelve months (as a percent) | 10% | ||
Multiemployer defined contribution plans | $ 4,700 | $ 5,100 | $ 3,200 |
Multiemployer health and welfare plans | 6,352 | 7,293 | 5,857 |
Canada | |||
Multiemployer Plans | |||
Multiemployer contribution | 0 | 0 | 200 |
Multiemployer Health And Welfare Plans | |||
Multiemployer Plans | |||
Multiemployer health and welfare plans | $ 7,200 | $ 7,900 | $ 5,800 |
Collaboration Agreement (Detail
Collaboration Agreement (Details) - USD ($) | Dec. 31, 2024 | Dec. 31, 2023 |
Collaboration Agreement | ||
Amounts due to collaboration agreement | $ 18,500 | $ 18,600 |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related parties | ||
Other noncurrent assets | $ 1,711 | $ 3,703 |
Long-term debt | 300,360 | 273,600 |
Accounts payable | 162,464 | 126,385 |
Accrued liabilities | 124,667 | 121,584 |
Other noncurrent liabilities | 47,728 | 1,403 |
Total related party transactions | 78,412 | 13,954 |
Accounts receivable from employees | ||
Related parties | ||
Accounts receivable, net | 224 | 181 |
Accounts receivable from officers | ||
Related parties | ||
Accounts receivable, net | 2,712 | |
Accounts receivable from related parties | ||
Related parties | ||
Other noncurrent assets | 1,347 | |
Accounts receivable from the preferred stockholders | ||
Related parties | ||
Other noncurrent assets | 645 | |
Accounts payable to related parties | ||
Related parties | ||
Accounts payable | 388 | |
Accrued distributions to related parties | ||
Related parties | ||
Accrued liabilities | 3,536 | |
Notes payable due to related parties | ||
Related parties | ||
Long-term debt | 31,622 | $ 9,069 |
Other noncurrent liabilities | $ 42,642 |
Remaining Unsatisfied Perform_3
Remaining Unsatisfied Performance Obligations (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Remaining Unsatisfied Performance Obligations | ||
Percentage of consolidated joint venture contracts | 100% | |
Remaining Unsatisfied Performance Obligations | $ 2,835 | $ 2,973 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||
Remaining Unsatisfied Performance Obligations | ||
Percentage of revenue expects to recognize | 40% | |
Expected timing of satisfaction | 12 months |
Profit Sharing Plan - Narrative
Profit Sharing Plan - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Profit Sharing Plan | |||
Employer contributions | $ 1.9 | $ 1.8 | $ 2.2 |
Noncontrolling Interests Hold_3
Noncontrolling Interests Holders - Narrative (Details) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | |
Heritage Materials | ||||
Noncontrolling Interests Holders | ||||
Noncontrolling Interests acquired | 20% | |||
Oscar Renda | ||||
Noncontrolling Interests Holders | ||||
Noncontrolling Interests | 84.70% | 84.70% | 84.70% | |
Southland Technicore Mole | ||||
Noncontrolling Interests Holders | ||||
Noncontrolling Interests | 65% | 65% | 65% | |
Southland Astaldi | ||||
Noncontrolling Interests Holders | ||||
Noncontrolling Interests | 70% | 70% | 70% | |
American Bridge | ||||
Noncontrolling Interests Holders | ||||
Total contracted work (in percent) | 82% | |||
Heritage Materials | ||||
Noncontrolling Interests Holders | ||||
Noncontrolling Interests | 100% | 100% | 100% |
Noncontrolling Interests Hold_4
Noncontrolling Interests Holders (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Noncontrolling Interests Holders | |||
Revenue | $ 41,589 | $ 38,526 | $ 59,437 |
Net income attributable to noncontrolling interests | $ 538 | $ 2,108 | $ 2,810 |
Share-Based Compensation - RSU
Share-Based Compensation - RSU (Details) - RSU shares in Thousands | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
RSU's | |
Granted | shares | 209,203 |
Vested | shares | (35,870) |
Outstanding, ending balance | shares | 173,333 |
Weighted-Average Grant-Date Fair Value per RSU | |
Granted | $ / shares | $ 8.43 |
Vested | $ / shares | 5.94 |
Outstanding, ending balance | $ / shares | $ 8.94 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - RSU - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | May 24, 2022 | |
Share-Based Compensation | ||||
Unrecognized compensation cost | $ 0.9 | |||
Weighted average remaining period of recognition | 7 months 6 days | |||
Share based compensation | $ 0 | $ 0 | ||
Selling, general and administrative expense | ||||
Share-Based Compensation | ||||
Compensation cost | $ 0.9 | |||
Equity Incentive Plan 2022 | ||||
Share-Based Compensation | ||||
Shares reserved for future issuance (in shares) | 2,220,392 | |||
Number of shares available for grant (in shares) | 2,011,189 |
Loss per Share - Basic and dilu
Loss per Share - Basic and diluted net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 14, 2023 | ||
Numerator: | |||||
Net loss | $ (18,715) | $ 62,650 | $ 41,530 | ||
Less net income attributable to noncontrolling interests | 538 | $ 2,108 | $ 2,810 | ||
Net loss attributable to common stockholders, basic | (19,253) | ||||
Net loss attributable to common stockholders, diluted | $ (19,253) | ||||
Weighted average shares outstanding | |||||
Weighted average common shares outstanding - basic (in shares) | [1] | 47,088,813 | |||
Weighted average common shares outstanding - diluted (in shares) | [1] | 47,088,813 | |||
Net loss per share - basic (in dollars per shares) | [1] | $ (0.41) | |||
Net loss per share - diluted (in dollars per shares) | [1] | $ (0.41) | |||
Common stock, shares issued in merger | 0 | ||||
[1] Southland’s historical common equity structure was in the form of membership percentages and no shares were issued. As such, reporting periods prior to the three months ended March 31, 2023 will not present share or per share data. |
Loss per Share - Computation of
Loss per Share - Computation of diluted net loss per antidilutive (Details) | 12 Months Ended |
Dec. 31, 2023 shares | |
Warrants | |
Basic and Diluted Net Loss Per Share | |
Antidilutive securities excluded from computation of earnings per share, amount | 14,385,500 |
RSU | |
Basic and Diluted Net Loss Per Share | |
Antidilutive securities excluded from computation of earnings per share, amount | 173,333 |
Recapitalization (Details)
Recapitalization (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Apr. 27, 2023 | Feb. 14, 2023 | Feb. 13, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Shares issued to former members | 33,793,111 | ||||
Net proceeds received | $ 17.1 | ||||
Dividend payable to members | $ 50 | ||||
Transaction costs | $ 9.9 | ||||
Common Stock, shares outstanding | 44,407,831 | 47,891,984 | 0 | ||
Warrants outstanding | 14,385,500 | ||||
Exercise price (in dollars per share) | $ 11.50 | ||||
Shares for attaining certain performance targets | 10,344,828 | 10,344,828 | |||
Reversal of contingent consideration liability | $ 20.7 | ||||
Promissory note | |||||
Note expiration term | 4 years | ||||
Interest rate (as a percent) | 7% | ||||
Common Stock | |||||
Issuance of post-merger earnout shares (in shares) | 3,448,283 | 3,448,283 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ (19,253) | $ 60,542 | $ 38,720 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |