Cover
Cover | 9 Months Ended |
Sep. 30, 2022 | |
Cover [Abstract] | |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 2 |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2022 |
Entity Registrant Name | LEGATO MERGER CORP. II |
Entity Central Index Key | 0001883814 |
Entity Tax Identification Number | 87-1783910 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 777 Third Avenue |
Entity Address, Address Line Two | 37th Floor |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10017 |
City Area Code | 212 |
Local Phone Number | 319-7676 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2021 USD ($) | |
Current assets: | ||
Cash | $ 1,100,031 | |
Prepaid expenses | 416,012 | |
Total current assets | 1,516,043 | |
Cash held in Trust Account | 280,164,163 | |
Total assets | 281,680,206 | |
Current liabilities: | ||
Accounts payable and accrued expenses | 5,719 | |
Franchise tax payable | 77,582 | |
Total current liabilities | 83,301 | |
Deferred underwriting commissions | 9,660,000 | |
Total liabilities | 9,743,301 | |
Common stock subject to possible redemption, $0.0001 par value; 50,000,000 shares authorized, 27,600,000 shares at redemption value at $10.15 per share | 280,140,000 | [1] |
Stockholders’ deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.0001 par value; 50,000,000 shares authorized, 8,311,000 non-redeemable shares issued and outstanding (excluding 27,600,000 shares subject to possible redemption) | 831 | [2],[3],[4] |
Additional paid-in capital | ||
Accumulated deficit | (8,203,926) | |
Total stockholders’ deficit | (8,203,095) | |
Total liabilities and stockholders’ deficit | $ 281,680,206 | |
[1]Total shares outstanding common stock basic and diluted-Public Shares include all shares in the public offering, as well as the private placement units, inclusive of the full exercise of the overallotment option.[2]On November 22, 2021, the Company effected a stock dividend of 0.2 shares for each outstanding, resulting in 6,900,000 founders shares and 240,000 representative shares, totaling 7,140,000 shares issued and outstanding (Note 7).[3]This number includes an aggregate of 900,000 shares of common stock subject to forfeiture by the initial stockholder to the extent that the underwriters’ over-allotment option is not exercised in full. (Note 7). The underwriters fully exercised their over-allotment option on November 29, 2021; as a result, 900,000 shares were no longer subject to forfeiture[4]Total shares outstanding of common stock, basic and diluted-Founders Shares include all Founders Shares, as well as Representative Shares, inclusive of the full exercise of the overallotment option. |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Authorized | 50,000,000 | 50,000,000 |
Common shares subject to possible redemption | 27,600,000 | 27,600,000 |
Temporary Equity, Redemption Price Per Share | $ 10.20 | $ 10.15 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 8,311,000 | 8,311,000 |
Common stock, shares outstanding | 8,311,000 | 8,311,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | |||||
Income Statement [Abstract] | ||||||||
General and administrative costs | $ 276,080 | $ 549 | $ 162,602 | $ 1,025,775 | ||||
Loss from operations | 276,080 | 549 | (162,602) | 1,025,775 | ||||
Other income: | ||||||||
Investment income on Trust Account | 1,406,789 | 24,163 | 1,785,385 | |||||
Income before income tax provision | (279,080) | (138,439) | (343,430) | |||||
Net loss | $ 851,629 | $ (549) | $ (138,439) | $ 416,180 | ||||
Weighted average shares outstanding of common stock, basic and diluted-Public Shares | 28,771,000 | [1] | [1] | 6,260,292 | [2],[3] | 28,771,000 | [1] | |
Basic and diluted net loss per share, Public Shares | $ 0.02 | $ (0.01) | $ 0.01 | |||||
Weighted average shares outstanding of common stock, basic and diluted-Founders Shares | 7,140,000 | [4] | 6,240,000 | [4] | 6,413,684 | [3] | 7,140,000 | [4] |
Basic and diluted net loss per share, Founders Shares | 0.02 | (0.01) | (0.01) | 0.01 | ||||
[1]Weighted average shares outstanding common stock, basic and diluted-Public Shares include all shares in the public offering, as well as the private placement units, inclusive of the full exercise of the overallotment option.[2]On November 22, 2021, the Company effected a stock dividend of 0.2 shares for each outstanding, resulting in 6,900,000 founders shares and 240,000 representative shares, totaling 7,140,000 shares issued and outstanding (Note 7).[3]This number includes an aggregate of 900,000 shares of common stock subject to forfeiture by the initial stockholder to the extent that the underwriters’ over-allotment option is not exercised in full (Note 7). The underwriters fully exercised their over-allotment option on November 29, 2021; as a result, 900,000 shares were no longer subject to forfeiture.[4]Weighted average shares outstanding of common stock, basic and diluted-Founders Shares include all Founders Shares, as well as Representative Shares, inclusive of the full exercise of the overallotment option. |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | |
Balance at July 14, 2021 (inception) at Jul. 13, 2021 | |||||
Beginning balance, shares at Jul. 13, 2021 | |||||
Common shares issued to initial stockholders | $ 690 | 24,310 | 25,000 | ||
Common shares issued to initial stockholders, shares | 6,900,000 | ||||
Issuance of Representative Shares, shares | $ 240,000 | ||||
Net loss | (549) | (549) | |||
Ending balance, value at Sep. 30, 2021 | $ 714 | 25,156 | (549) | 25,321 | |
Ending balance, shares at Sep. 30, 2021 | 7,140,000 | ||||
Balance at July 14, 2021 (inception) at Jul. 13, 2021 | |||||
Beginning balance, shares at Jul. 13, 2021 | |||||
Common shares issued to initial stockholders | [1],[2] | $ 690 | 24,310 | 25,000 | |
Common shares issued to initial stockholders, shares | 6,900,000 | ||||
Issuance of Representative Shares | [1] | $ 24 | 846 | 870 | |
Issuance of Representative Shares, shares | 240,000 | ||||
Sale of private placement units | $ 117 | 11,709,883 | 11,710,000 | ||
Sale of private placement units, shares | 1,171,000 | ||||
Initial classification of warrants included in the units sold in the Initial Public Offering | 12,834,000 | 12,834,000 | |||
Common stock Accretion to redemption value | (24,569,039) | (8,065,487) | (32,634,526) | ||
Net loss | (138,439) | (138,439) | |||
Ending balance, value at Dec. 31, 2021 | $ 831 | (8,203,926) | (8,203,095) | ||
Ending balance, shares at Dec. 31, 2021 | 8,311,000 | ||||
Net loss | 416,180 | 416,180 | |||
Ending balance, value at Sep. 30, 2022 | $ 831 | (9,030,248) | (9,029,417) | ||
Ending balance, shares at Sep. 30, 2022 | 8,311,000 | ||||
Balance at July 14, 2021 (inception) at Jun. 30, 2022 | $ 831 | (8,794,605) | (8,793,774) | ||
Beginning balance, shares at Jun. 30, 2022 | 8,311,000 | ||||
Net loss | 851,629 | 851,629 | |||
Ending balance, value at Sep. 30, 2022 | $ 831 | $ (9,030,248) | $ (9,029,417) | ||
Ending balance, shares at Sep. 30, 2022 | 8,311,000 | ||||
[1]On November 22, 2021, the Company effected a stock dividend of 0.2 shares for each outstanding, resulting in 6,900,000 founders shares and 240,000 representative shares, totaling 7,140,000 shares issued and outstanding (Note 7).[2]This number includes an aggregate of 900,000 shares of common stock subject to forfeiture by the initial stockholder to the extent that the underwriters’ over-allotment option is not exercised in full (Note 7). The underwriters fully exercised their over-allotment option on November 29, 2021; as a result, 900,000 shares were no longer subject to forfeiture. |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 6 Months Ended |
Dec. 31, 2021 USD ($) | |
Cash flow from operating activities | |
Net loss | $ (138,439) |
Investment income on Trust Account | (24,163) |
Changes in operating assets and liabilities: | |
Prepaid expenses | 416,012 |
Accounts payable | 5,719 |
Franchise tax payable | 77,582 |
Net cash used in operating activities | (495,313) |
Cash flow from investing activities | |
Cash deposited in Trust Account | (280,140,000) |
Net cash used in investing activities | (280,140,000) |
Cash flows from financing activities | |
Note payable- related party | 96,500 |
Repayment of note payable related party | (96,500) |
Issuance of common stock to initial shareholders | 25,000 |
Issuance of representative shares | 870 |
Payment of offering costs associated with initial public offerings | (6,000,526) |
Sale of units in initial public offering | 276,000,000 |
Proceeds from private placement units | 11,710,000 |
Net cash provided by financing activities | 281,735,344 |
Net increase in cash and cash equivalents | 1,100,031 |
Cash at beginning of period | |
Cash at end of period | 1,100,031 |
Supplemental disclosure of non-cash financing activities: | |
Deferred underwriting commissions | 9,660,000 |
Accretion of carrying value to redemption value | $ 32,634,526 |
CONSOLIDATED CONDENSED BALANCE
CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | ||
Current Assets: | ||||
Cash | $ 422,073 | $ 1,100,031 | ||
Prepaid expenses | 245,835 | 416,012 | ||
Total current assets | 667,908 | 1,516,043 | ||
Investments held in Trust Account | 281,506,666 | 280,164,163 | ||
Total assets | 282,174,574 | 281,680,206 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 33,359 | 5,719 | ||
Franchise tax payable | 103,400 | 77,582 | ||
Income taxes payable | 24,730 | |||
Total current liabilities | 161,489 | 83,301 | ||
Deferred underwriting commissions | 9,660,000 | 9,660,000 | ||
Total liabilities | 9,821,489 | 9,743,301 | ||
Common stock subject to possible redemption, $0.0001 par value; 50,000,000 shares authorized, 27,600,000 shares at redemption value at $10.20 and $10.15 per share as of September 30, 2022 and December 31, 2021, respectively | [1] | 281,382,502 | 280,140,000 | |
Stockholders’ deficit: | ||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||||
Common stock, $0.0001 par value; 50,000,000 shares authorized, 8,311,000 non-redeemable shares issued and outstanding (excluding 27,600,000 shares subject to possible redemption) | [2] | 831 | 831 | [3],[4] |
Additional paid-in capital | ||||
Accumulated deficit | (9,030,248) | (8,203,926) | ||
Total stockholders’ deficit | (9,029,417) | (8,203,095) | ||
Total liabilities and stockholders’ deficit | $ 282,174,574 | $ 281,680,206 | ||
[1]Total shares outstanding common stock basic and diluted-Public Shares include all shares in the public offering, as well as the private placement units, inclusive of the full exercise of the overallotment option.[2]Total shares outstanding of common stock, basic and diluted-Founders Shares include all Founders Shares, as well as Representative Shares, inclusive of the full exercise of the overallotment option.[3]On November 22, 2021, the Company effected a stock dividend of 0.2 shares for each outstanding, resulting in 6,900,000 founders shares and 240,000 representative shares, totaling 7,140,000 shares issued and outstanding (Note 7).[4]This number includes an aggregate of 900,000 shares of common stock subject to forfeiture by the initial stockholder to the extent that the underwriters’ over-allotment option is not exercised in full. (Note 7). The underwriters fully exercised their over-allotment option on November 29, 2021; as a result, 900,000 shares were no longer subject to forfeiture |
CONSOLIDATED CONDENSED BALANC_2
CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Authorized | 50,000,000 | 50,000,000 |
Temporary Equity, Shares At Redemption | 27,600,000 | 27,600,000 |
Temporary Equity, Redemption Price Per Share | $ 10.20 | $ 10.15 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Shares, Issued | 8,311,000 | 8,311,000 |
Common Stock, Shares, Outstanding | 8,311,000 | 8,311,000 |
CONSOLIDATED CONDENSED STATEMEN
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | ||
Income Statement [Abstract] | ||||
General and administrative costs | $ (276,080) | $ (549) | $ (1,025,775) | |
Loss from operations | (276,080) | (549) | (1,025,775) | |
Other income: | ||||
Investment income on Trust Account | 1,406,789 | 1,785,385 | ||
Gain (loss) before income tax provision | 1,130,709 | (549) | 759,610 | |
Provision for income taxes | (279,080) | (343,430) | ||
Net loss | $ 851,629 | $ (549) | $ 416,180 | |
Weighted average shares outstanding of common stock, basic and diluted-Public Shares | [1] | 28,771,000 | 28,771,000 | |
Basic and diluted net loss per share, Public Shares | $ 0.02 | $ 0.01 | ||
Weighted average shares outstanding of common stock, basic and diluted-Founders Shares | [2] | 7,140,000 | 6,240,000 | 7,140,000 |
Basic and diluted net loss per share, Founders Shares | 0.02 | (0.01) | 0.01 | |
[1]Weighted average shares outstanding common stock, basic and diluted-Public Shares include all shares in the public offering, as well as the private placement units, inclusive of the full exercise of the overallotment option.[2]Weighted average shares outstanding of common stock, basic and diluted-Founders Shares include all Founders Shares, as well as Representative Shares, inclusive of the full exercise of the overallotment option. |
CONSOLIDATED CONDENSED STATEM_2
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | |
Balance at July 14, 2021 (inception) at Jul. 13, 2021 | |||||
Beginning balance, shares at Jul. 13, 2021 | |||||
Common shares issued to initial stockholders | $ 690 | 24,310 | 25,000 | ||
Common shares issued to initial stockholders, shares | 6,900,000 | ||||
Issuance of Representative Shares | $ 24 | 846 | 870 | ||
Issuance of Representative Shares, shares | 240,000 | ||||
Net loss | (549) | (549) | |||
Ending balance, value at Sep. 30, 2021 | $ 714 | 25,156 | (549) | 25,321 | |
Ending balance, shares at Sep. 30, 2021 | 7,140,000 | ||||
Balance at July 14, 2021 (inception) at Jul. 13, 2021 | |||||
Beginning balance, shares at Jul. 13, 2021 | |||||
Common shares issued to initial stockholders | [1],[2] | $ 690 | 24,310 | 25,000 | |
Common shares issued to initial stockholders, shares | 6,900,000 | ||||
Issuance of Representative Shares | 870 | ||||
Issuance of Representative Shares, shares | $ 240,000 | ||||
Net loss | (138,439) | (138,439) | |||
Ending balance, value at Dec. 31, 2021 | $ 831 | (8,203,926) | (8,203,095) | ||
Ending balance, shares at Dec. 31, 2021 | 8,311,000 | ||||
Accretion - increase in redemption value of common stock subject to redemption | (1,242,502) | (1,242,502) | |||
Net loss | 416,180 | 416,180 | |||
Ending balance, value at Sep. 30, 2022 | $ 831 | (9,030,248) | (9,029,417) | ||
Ending balance, shares at Sep. 30, 2022 | 8,311,000 | ||||
Balance at July 14, 2021 (inception) at Jun. 30, 2022 | $ 831 | (8,794,605) | (8,793,774) | ||
Beginning balance, shares at Jun. 30, 2022 | 8,311,000 | ||||
Accretion - increase in redemption value of common stock subject to redemption | (1,087,272) | (1,087,272) | |||
Net loss | 851,629 | 851,629 | |||
Ending balance, value at Sep. 30, 2022 | $ 831 | $ (9,030,248) | $ (9,029,417) | ||
Ending balance, shares at Sep. 30, 2022 | 8,311,000 | ||||
[1]On November 22, 2021, the Company effected a stock dividend of 0.2 shares for each outstanding, resulting in 6,900,000 founders shares and 240,000 representative shares, totaling 7,140,000 shares issued and outstanding (Note 7).[2]This number includes an aggregate of 900,000 shares of common stock subject to forfeiture by the initial stockholder to the extent that the underwriters’ over-allotment option is not exercised in full (Note 7). The underwriters fully exercised their over-allotment option on November 29, 2021; as a result, 900,000 shares were no longer subject to forfeiture. |
CONSOLIDATED CONDENSED STATEM_3
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | |
Cash flow from operating activities | ||
Net income (Loss) | $ (549) | $ 416,180 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Investment income on Trust Account | (1,785,385) | |
Changes in operating assets and liabilities: | ||
Prepaid expense | 170,177 | |
Accounts payable | 27,640 | |
Franchise tax payable | 25,818 | |
Income tax payable | 24,730 | |
Net cash used in operating activities | (549) | (1,120,840) |
Cash flow from investing activities | ||
Cash withdrawn from trust account | 442,882 | |
Net cash used in investing activities | 442,882 | |
Cash flows from financing activities | ||
Proceeds from sale of shares of common stock to initial stockholder | 12,500 | |
Offering costs paid | (67,337) | |
Proceeds from stockholder note | 65,000 | |
Net cash provided by financing activities | 10,163 | |
Net increase in cash and cash equivalents | 9,614 | (677,958) |
Cash at beginning of period | 1,100,031 | |
Cash at end of period | 9,614 | 422,073 |
Supplemental disclosure of non-cash financing activities: | ||
Deferred offering costs paid by the initial stockholder in exchange for common stock | 12,500 | |
Issuance of Representative Shares (see Note 8) | $ 870 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and cash equivalents | $ 1,100,031 | |
Total current assets | 1,516,043 | |
Intangible assets, net | 5,000,001 | |
Total assets | 281,680,206 | |
Total current liabilities | 83,301 | |
Total liabilities | 9,743,301 | |
Preferred stock | ||
Total equity | (8,203,095) | |
Total liabilities and stockholders’ deficit | 281,680,206 | |
Southland Holdings Llc [Member] | ||
Cash and cash equivalents | 63,342,000 | $ 30,889,000 |
Restricted cash | 47,900,000 | 149,507,000 |
Accounts receivable, net | 126,702,000 | 142,675,000 |
Retainage receivables | 110,971,000 | 87,786,000 |
Contract assets | 374,624,000 | 372,359,000 |
Other current assets | 22,977,000 | 21,906,000 |
Total current assets | 746,516,000 | 805,122,000 |
Property and equipment, net | 156,031,000 | 182,756,000 |
Right-of-use assets | 15,816,000 | 21,807,000 |
Investments – unconsolidated entities | 103,610,000 | 96,373,000 |
Investments – limited liability companies | 1,926,000 | 1,339,000 |
Investments – private equity | 3,925,000 | 2,575,000 |
Goodwill | 1,528,000 | 1,528,000 |
Intangible assets, net | 3,215,000 | 5,014,000 |
Other noncurrent assets | 3,186,000 | 4,123,000 |
Total noncurrent assets | 289,237,000 | 315,515,000 |
Total assets | 1,035,753,000 | 1,120,637,000 |
Accounts payable | 146,455,000 | 126,912,000 |
Retainage payable | 32,706,000 | 21,905,000 |
Accrued liabilities | 115,057,000 | 120,142,000 |
Current portion of long-term debt | 41,333,000 | 35,652,000 |
Short-term lease liabilities | 20,048,000 | 18,331,000 |
Contract liabilities | 111,286,000 | 284,752,000 |
Total current liabilities | 466,885,000 | 607,694,000 |
Long-term debt | 195,597,000 | 162,685,000 |
Long-term lease liabilities | 13,496,000 | 22,245,000 |
Deferred tax liabilities | 5,962,000 | 6,234,000 |
Other noncurrent liabilities | 51,462,000 | 59,148,000 |
Total long-term liabilities | 266,517,000 | 250,312,000 |
Total liabilities | 733,402,000 | 858,006,000 |
Noncontrolling interest | 11,057,000 | 3,615,000 |
Members’ capital | 267,831,000 | 234,752,000 |
Preferred stock | 24,400,000 | 26,000,000 |
Accumulated other comprehensive income | (937,000) | (1,736,000) |
Total equity | 302,351,000 | 262,631,000 |
Total liabilities and stockholders’ deficit | $ 1,035,753,000 | $ 1,120,637,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Southland Holdings Llc [Member] | |||
Revenue | $ 1,279,186,000 | $ 1,057,936,000 | $ 1,047,676,000 |
Cost of construction | 1,164,998,000 | 964,536,000 | 967,172,000 |
Gross profit | 114,188,000 | 93,400,000 | 80,504,000 |
Selling, general, and administrative expenses | 58,136,000 | 49,653,000 | 45,180,000 |
Loss from operations | 56,052,000 | 43,747,000 | 35,324,000 |
Gain on investments, net | (898,000) | (2,068,000) | (4,500,000) |
Other income, net | (2,780,000) | (1,839,000) | (2,005,000) |
Interest expense | 7,255,000 | 8,096,000 | 9,127,000 |
Earnings before income taxes | 52,475,000 | 39,558,000 | 32,702,000 |
Income tax expense | 10,945,000 | 9,406,000 | 2,278,000 |
Net loss | 41,530,000 | 30,152,000 | 30,424,000 |
Net income (loss) attributable to noncontrolling interests | 2,810,000 | (3,516,000) | (22,000) |
Net income attributable to Southland Holdings | $ 38,720,000 | $ 33,668,000 | $ 30,446,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Southland Holdings Llc [Member] | ||||
Net income | $ 41,530,000 | $ 30,152,000 | $ 30,424,000 | |
Foreign currency translation adjustment | [1] | 838,000 | (771,000) | 766,000 |
Other comprehensive income | 42,368,000 | 29,381,000 | 31,190,000 | |
Comprehensive income attributable to: | ||||
Noncontrolling interest | 2,849,000 | (3,361,000) | 299,000 | |
Members’ capital | $ 39,519,000 | $ 32,742,000 | $ 30,891,000 | |
[1]Foreign currency translation adjustment is presented net of nominal tax expense for the years ended December 31, 2021, December 31, 2020, and December 31, 2019. |
Consolidated Statements of Stoc
Consolidated Statements of Stockholder's Equity Deficit - Southland Holdings Llc [Member] - USD ($) $ in Thousands | Preferred Stock [Member] | AOCI Attributable to Parent [Member] | Additional Paid-in Capital [Member] | Majority [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2018 | $ (1,253) | $ 194,620 | $ 193,367 | $ 12,115 | $ 205,482 | |
Cumulative effect adjustment for adoption of ASC 842 | 172 | 172 | 172 | |||
Preferred stock | 35,000 | 35,000 | 35,000 | |||
Preferred stock dividends | (1,349) | (1,349) | (244) | (1,593) | ||
Other | 41 | 41 | 41 | |||
Distributions to members | (11,469) | (11,469) | (6,749) | (18,218) | ||
Capital contributions from noncontrolling interest | 1,725 | 1,725 | ||||
Net income | 30,446 | 30,446 | (22) | 30,424 | ||
Other comprehensive income | 444 | 444 | 322 | 766 | ||
Ending balance, value at Dec. 31, 2019 | 35,000 | (809) | 212,461 | 246,652 | 7,147 | 253,799 |
Preferred stock | (9,000) | (9,000) | (9,000) | |||
Preferred stock dividends | (1,039) | (1,039) | (188) | (1,227) | ||
Other | (4) | (4) | 16 | 12 | ||
Distributions to members | (10,334) | (10,334) | (10,334) | |||
Net income | 33,668 | 33,668 | (3,516) | 30,152 | ||
Other comprehensive income | (927) | (927) | 156 | (771) | ||
Ending balance, value at Dec. 31, 2020 | 26,000 | (1,736) | 234,752 | 259,016 | 3,615 | 262,631 |
Beginning balance, value at Dec. 31, 2020 | 26,000 | (1,736) | 234,752 | 259,016 | 3,615 | 262,631 |
Preferred stock | (1,600) | (709) | (2,309) | (128) | (2,437) | |
Other | 3 | 3 | ||||
Distributions to members | (990) | (990) | (990) | |||
Capital contributions from noncontrolling interest | 926 | 926 | ||||
Net income | 38,720 | 38,720 | 2,810 | 41,530 | ||
Other comprehensive income | 799 | 799 | 39 | 838 | ||
Acquisition of Heritage minority interest | (3,942) | (3,942) | 3,792 | (150) | ||
Ending balance, value at Dec. 31, 2021 | $ 24,400 | $ (937) | $ 267,831 | $ 291,294 | $ 11,057 | $ 302,351 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from financing activities: | |||
Cash at end of period | $ 1,100,031 | ||
Southland Holdings Llc [Member] | |||
Cash flows from operating activities: | |||
Net income | 41,530,000 | $ 30,152,000 | $ 30,424,000 |
Adjustments to reconcile net income to net cash used in operating activities | |||
Depreciation and amortization | 47,468,000 | 39,370,000 | 35,872,000 |
Deferred taxes | (271,000) | 476,000 | (1,607,000) |
Gain on sale of assets | (5,168,000) | (2,562,000) | (1,753,000) |
Foreign currency remeasurement loss (gain) | 136,000 | (6,000) | |
Gain on trading securities, net | (1,145,000) | (2,354,000) | (4,589,000) |
(Increase) decrease in accounts receivable | (7,412,000) | 15,739,000 | 6,538,000 |
Increase in contract assets | (2,116,000) | (58,523,000) | (137,039,000) |
Increase in prepaid expenses and other current assets | (765,000) | (10,016,000) | (5,737,000) |
Increase (decrease) in ROU assets | 5,990,000 | (8,443,000) | (13,363,000) |
Increase in accounts payable and accrued expenses | 26,480,000 | (752,000) | 75,125,000 |
Decrease in contract liabilities | (188,654,000) | (59,945,000) | (30,473,000) |
Increase (decrease) in lease liabilities | (5,974,000) | 8,219,000 | 13,249,000 |
Other | (1,509,000) | (1,526,000) | 11,230,000 |
Net cash used in operating activities | (91,410,000) | (50,171,000) | (22,123,000) |
Cash flows from investing activities: | |||
Purchase of property and equipment | (18,797,000) | (30,995,000) | (55,438,000) |
Proceeds from sale of property and equipment | 11,251,000 | 7,232,000 | 7,180,000 |
Loss on investment in limited liability company | 248,000 | 695,000 | |
Purchase of interest in limited liability company | (534,000) | ||
Purchase of trading securities | (391,000) | (743,000) | (8,936,000) |
Proceeds from the sale of trading securities | 175,000 | 4,645,000 | 42,319,000 |
Purchase of interest of other investments | (150,000) | ||
Receipt of funds from sureties | 231,893,000 | ||
Acquisitions, net of cash and restricted cash acquired | (5,038,000) | ||
Capital contribution to investees | (835,000) | (10,643,000) | |
Net cash used in investing activities | (8,499,000) | 195,817,000 | (14,180,000) |
Cash flows from financing activities: | |||
Borrowings on line of credit | 67,000,000 | 57,000,000 | 75,736,000 |
Payments on line of credit | (82,000,000) | (77,000,000) | (69,886,000) |
Borrowings on notes payable | 206,172,000 | 34,370,000 | 185,894,000 |
Payments on notes payable | (153,587,000) | (51,185,000) | (84,022,000) |
Payments of deferred financing costs | (260,000) | (45,000) | (700,000) |
Advances to related parties | (734,000) | (836,000) | (7,411,000) |
Payments from related parties | 1,260,000 | 74,000 | 113,000 |
Other | 150,000 | ||
Payments on capital lease | (4,716,000) | (4,124,000) | (5,515,000) |
Capital contributions from noncontrolling members | 926,000 | 1,725,000 | |
Distributions | (2,620,000) | (6,169,000) | (18,239,000) |
Preferred stock dividends | (188,000) | (1,593,000) | |
Net cash provided by financing activities | 31,441,000 | (47,953,000) | 76,102,000 |
Effect of exchange rate on cash | (686,000) | 968,000 | (1,765,000) |
Net (decrease) increase in cash and cash equivalents and restricted cash | (69,154,000) | 98,661,000 | 38,034,000 |
Cash at beginning of period | 180,396,000 | 81,735,000 | 43,701,000 |
Cash at end of period | 111,242,000 | 180,396,000 | 81,735,000 |
Supplemental cash flow information | |||
Cash paid for income taxes | 14,093,000 | 1,851,000 | 1,184,000 |
Cash paid for interest | 7,519,000 | 8,580,000 | 9,485,000 |
Non-cash investing and financing cash flows: | |||
Lease assets obtained in exchange for new leases | $ 16,051,000 | $ 35,333,000 | $ 9,958,000 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Cash and cash equivalents | $ 422,073 | $ 1,100,031 |
Total current assets | 667,908 | 1,516,043 |
Intangible assets, net | 5,000,001 | 5,000,001 |
Total assets | 282,174,574 | 281,680,206 |
Total current liabilities | 161,489 | 83,301 |
Total liabilities | 9,821,489 | 9,743,301 |
Preferred stock | ||
Total equity | (8,203,095) | |
Total liabilities and stockholders’ deficit | 282,174,574 | 281,680,206 |
Southland Holding Llc [Member] | ||
Cash and cash equivalents | 43,306,000 | 63,342,000 |
Restricted cash | 14,218,000 | 47,900,000 |
Accounts receivable, net | 148,125,000 | 126,702,000 |
Retainage receivables | 116,122,000 | 110,971,000 |
Contract assets | 447,549,000 | 374,624,000 |
Other current assets | 23,976,000 | 22,977,000 |
Total current assets | 793,296,000 | 746,516,000 |
Property and equipment, net | 126,893,000 | 156,031,000 |
Right-of-use assets | 14,636,000 | 15,816,000 |
Investments - unconsolidated entities | 110,395,000 | 103,610,000 |
Investments - limited liability companies | 2,590,000 | 1,926,000 |
Investments - private equity | 3,345,000 | 3,925,000 |
Goodwill | 1,528,000 | 1,528,000 |
Intangible assets, net | 2,470,000 | 3,215,000 |
Other noncurrent assets | 3,626,000 | 3,186,000 |
Total noncurrent assets | 265,483,000 | 289,237,000 |
Total assets | 1,058,779,000 | 1,035,753,000 |
Accounts payable | 132,806,000 | 146,455,000 |
Retainage payable | 34,533,000 | 32,706,000 |
Accrued liabilities | 124,371,000 | 115,057,000 |
Current portion of long-term debt | 44,678,000 | 41,333,000 |
Short-term lease liabilities | 16,444,000 | 20,048,000 |
Contract liabilities | 81,930,000 | 111,286,000 |
Total current liabilities | 434,762,000 | 466,885,000 |
Long-term debt | 219,713,000 | 195,597,000 |
Long-term lease liabilities | 9,750,000 | 13,496,000 |
Deferred tax liabilities | 5,601,000 | 5,962,000 |
Other noncurrent liabilities | 48,579,000 | 51,462,000 |
Total long-term liabilities | 283,643,000 | 266,517,000 |
Total liabilities | 718,405,000 | 733,402,000 |
Noncontrolling Interest | 10,155,000 | 11,057,000 |
Members’ capital | 308,422,000 | 267,831,000 |
Preferred stock | 24,400,000 | 24,400,000 |
Accumulated other comprehensive income | (2,603,000) | (937,000) |
Total equity | 340,374,000 | 302,351,000 |
Total liabilities and stockholders’ deficit | $ 1,058,779,000 | $ 1,035,753,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Loss from operations | $ (1,025,775) | |
Provision for income taxes | (343,430) | |
Net loss | 416,180 | |
Southland Holding Llc [Member] | ||
Revenue | 866,627,000 | $ 915,560,000 |
Cost of construction | 761,549,000 | 840,950,000 |
Gross profit | 105,078,000 | 74,610,000 |
Selling, general, and administrative expenses | 43,395,000 | 42,021,000 |
Loss from operations | 61,683,000 | 32,589,000 |
(Loss) gain on investments, net | 79,000 | (752,000) |
Other expense (income), net | 936,000 | 1,570,000 |
Interest expense | (6,317,000) | (5,321,000) |
Earnings before income taxes | 56,223,000 | 29,590,000 |
Provision for income taxes | 13,745,000 | 2,215,000 |
Net loss | 42,478,000 | 27,375,000 |
Net income attributable to noncontrolling interests | 1,474,000 | 3,489,000 |
Net income attributable to Southland Holdings | $ 41,004,000 | $ 23,886,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | ||
Net income | $ 416,180 | ||
Southland Holding Llc [Member] | |||
Net income | 42,478,000 | $ 27,375,000 | |
Foreign currency translation adjustment | [1] | (2,380,000) | 660,000 |
Other comprehensive income | 40,098,000 | 28,035,000 | |
Comprehensive income attributable to: | |||
Noncontrolling interest | 760,000 | 3,517,000 | |
Members’ capital | $ 39,338,000 | $ 24,518,000 | |
[1]Foreign currency translation adjustment is presented net of tax benefit of a nominal amount for the nine months ended September 30, 2022, and net of tax expense of a nominal amount for the nine months ended September 30, 2021. |
CONDENSED CONSOLIDATE STATEMENT
CONDENSED CONSOLIDATE STATEMENTS OF STOCKHOLDER'S EQUITY (UNAUDITED) - Southland Holding Llc [Member] - USD ($) $ in Thousands | Preferred Stock [Member] | AOCI Attributable to Parent [Member] | Additional Paid-in Capital [Member] | Majority [Member] | Noncontrolling Interest [Member] | Total |
Ending balance, value at Dec. 31, 2020 | $ 26,000 | $ (1,736) | $ 234,752 | $ 259,016 | $ 3,615 | $ 262,631 |
Preferred stock repurchase and dividends | (534) | (534) | (98) | (632) | ||
Distributions to members | (549) | (549) | (549) | |||
Other | (1) | (1) | 3 | 2 | ||
Net income | 23,886 | 23,886 | 3,489 | 27,375 | ||
Other comprehensive income (loss) | 632 | 632 | 28 | 660 | ||
Acquisition of Heritage Minority Interest | (3,942) | (3,942) | 3,792 | (150) | ||
Capital contributions from members | 926 | 926 | ||||
Ending balance, value at Sep. 30, 2021 | 26,000 | (1,104) | 253,612 | 278,508 | 11,755 | 290,263 |
Beginning balance, value at Dec. 31, 2020 | 26,000 | (1,736) | 234,752 | 259,016 | 3,615 | 262,631 |
Ending balance, value at Dec. 31, 2021 | 24,400 | (937) | 267,831 | 291,294 | 11,057 | 302,351 |
Preferred stock repurchase and dividends | (681) | (681) | (122) | (803) | ||
Distributions to members | 268 | 268 | (1,539) | (1,271) | ||
Other | (1) | (1) | (1) | |||
Net income | 41,004 | 41,004 | 1,474 | 42,478 | ||
Other comprehensive income (loss) | (1,665) | (1,665) | (715) | (2,380) | ||
Ending balance, value at Sep. 30, 2022 | $ 24,400 | $ (2,603) | $ 308,422 | $ 330,219 | $ 10,155 | $ 340,374 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 416,180 | |
Adjustments to reconcile net income to net cash used in operating activities | ||
Net cash used in operating activities | (1,120,840) | |
Cash flows from investing activities: | ||
Net cash used in investing activities | 442,882 | |
Cash flows from financing activities: | ||
Net cash provided by financing activities | ||
Cash at beginning of period | 1,100,031 | |
Cash at end of period | 422,073 | $ 9,614 |
Southland Holding Llc [Member] | ||
Cash flows from operating activities: | ||
Net income | 42,478,000 | 27,375,000 |
Adjustments to reconcile net income to net cash used in operating activities | ||
Depreciation and amortization | 35,163,000 | 35,251,000 |
Deferred taxes | (440,000) | (77,000) |
Gain on sale of assets | (1,343,000) | (4,225,000) |
Earnings from equity method investments | (7,346,000) | (5,439,000) |
Foreign currency remeasurement loss | 746,000 | 108,000 |
Gain on trading securities, net | (257,000) | (1,285,000) |
Increase in accounts receivable | (24,167,000) | (46,111,000) |
(Increase) decrease in contract assets | (72,703,000) | 25,677,000 |
(Increase) decrease in prepaid expenses and other current assets | (1,001,000) | 5,839,000 |
Decrease in ROU assets | 930,000 | 3,621,000 |
(Decrease) increase in accounts payable, accrued expenses, and other current liabilities | (6,997,000) | 23,469,000 |
Decrease in contract liabilities | (29,591,000) | (126,297,000) |
Decrease in operating lease liabilities | (1,206,000) | (3,663,000) |
Other | (5,202,000) | 173,000 |
Net cash used in operating activities | (70,936,000) | (65,584,000) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (4,384,000) | (16,104,000) |
Proceeds from sale of property and equipment | 3,897,000 | 10,066,000 |
Loss on investment in limited liability company | 336,000 | 248,000 |
Proceeds from the sale of trading securities | 840,000 | |
Purchase of interest of other investments | (150,000) | |
Capital contribution to unconsolidated investments | (1,000,000) | (835,000) |
Net cash used in investing activities | (311,000) | (6,775,000) |
Cash flows from financing activities: | ||
Borrowings on line of credit | 55,000,000 | 41,000,000 |
Payments on line of credit | (72,000,000) | |
Borrowings on notes payable | 115,000 | 204,819,000 |
Payments on notes payable | (31,161,000) | (141,785,000) |
Payments of deferred financing costs | 412,000 | |
Payments to related parties | (405,000) | (674,000) |
Advances from related parties | 1,225,000 | |
Payments on capital lease | (6,298,000) | (3,585,000) |
Capital contributions from noncontrolling members | 926,000 | |
Distributions | (1,556,000) | (573,000) |
Preferred stock dividends | (97,000) | |
Net cash provided by financing activities | 15,695,000 | 29,668,000 |
Effect of exchange rate on cash | 1,834,000 | (1,769,000) |
Net (decrease) increase in cash and cash equivalents and restricted cash | (53,718,000) | (44,460,000) |
Cash at beginning of period | 111,242,000 | 180,396,000 |
Cash at end of period | 57,524,000 | 135,936,000 |
Supplemental cash flow information | ||
Cash paid for income taxes | 6,153,000 | 13,882,000 |
Cash paid for interest | 6,464,000 | 5,538,000 |
Non-cash investing and financing activities: | ||
Lease assets obtained in exchange for new leases | $ 12,537,000 | $ 10,296,000 |
Organization and Plan of Busine
Organization and Plan of Business Operations | 6 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization and Plan of Business Operations | Note 1 — Organization and Plan of Business Operations Legato Merger Corp. II (the “Company”) was incorporated in Delaware on July 14, 2021 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, although we intend to initially focus on target businesses in the infrastructure, engineering and construction, industrial and renewables industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. All activity through December 31, 2021 relates to the Company’s formation, the initial public offering described below and thereafter the search for a target business with which to consummate a Business Combination. The Company has selected December 31 as its fiscal year-end. The registration statement for the Company’s Initial Public Offering was declared effective on November 22, 2021. On November 24, 2021 the Company consummated the initial public offering of 24,000,000 10.00 240,000,000 1,045,500 10.00 10,450,000 13,680,526 4,800,000 8,400,000 480,526 3,600,000 3,600,000 10.00 36,000,000 126,000 10.00 1,260,000 15,660,526 5,520,000 9,660,000 36,540,000 280,140,000 Following the closing of the Public Offering, the over-allotment and the private placement, $280,140,000 ($10.15 per Unit) from the net proceeds of the sale of the Units in the Public Offering and the sale of the Placement Units was placed in a trust account (the “Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination; (ii) the redemption of any Public Shares in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if it does not complete an initial Business Combination within 15 months from the consummation of the Public Offering (or 18 months from the closing of the Public Offering if the Company has executed a definitive agreement for a Business Combination within such 15-month period) (the “Combination Period”); or (iii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to pay the Company’s tax obligations, if the Company is unable to complete an initial Business Combination within the Combination Period or upon any earlier liquidation of the Company. 80 owns or acquires 50 The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.15 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 The Company will also provide its stockholders with the opportunity to redeem all or a portion of their Public Shares in connection with any stockholder vote to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of Public Shares if it does not complete an initial Business Combination within the Combination Period. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.15 per share, plus any pro rata interest earned on the funds held in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants in connection with such a stockholder vote to approve such an amendment to the Company’s Amended and Restated Certificate of Incorporation. The Company will have until the expiration of the Combination Period to consummate its initial Business Combination. If the Company is unable to consummate a Business Combination within the Combination Period and stockholders do not otherwise extend the Combination Period by approving an amendment to the Company’s Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest earned on the Trust Account not previously released to the Company to pay its tax obligations and up to $ 100,000 to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Insiders have agreed to waive their redemption rights with respect to any Founder Shares and Placement Shares, as applicable, (i) in connection with the consummation of a Business Combination, (ii) in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to allow redemption as provided in its charter, and (iii) if the Company fails to consummate a Business Combination within the Combination Period. The Insiders have also agreed to waive their redemption rights with respect to any Public Shares held by them in connection with the consummation of a Business Combination and in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation as described above. However, the Insiders will be entitled to redemption rights with respect to Public Shares if the Company fails to consummate a Business Combination or liquidates within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Initial Public Offering. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers (except our independent registered public accounting firm), prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. Crescendo Advisors, LLC, an entity affiliated with Mr. Rosenfeld, the Company’s Chief SPAC Officer, has agreed that it will be liable to ensure that the proceeds in the trust account are not reduced below $10.15 per share by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us. However, we have not independently verified whether Crescendo Advisors LLC has sufficient funds to satisfy its indemnity obligations, we have not asked it to reserve for such obligations and we do not believe it has any significant liquid assets. Liquidity and Capital Resources As of December 31, 2021, the Company had $ 1,100,031 1,432,742 The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $ 25,000 65,000 We intend to use substantially all of the funds held in the Trust Account (excluding deferred underwriting commissions and interest to pay taxes) to acquire a target business or businesses and to pay our expenses relating thereto. To the extent that our common stock is used in whole or in part as consideration to affect our Business Combination, the remaining proceeds held in the Trust Account as well as any other net proceeds no Until the consummation of a Business Combination, the Company will be using funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination. If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to a Business Combination. Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because it becomes obligated to redeem a significant number of its public shares upon completion of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. In order to finance transaction costs in connection with a Business Combination, our officers, directors and initial stockholders and their affiliates may, but are not obligated to, loan us funds as may be required. If the Company completes a Business Combination, the Company would repay such loaned amounts. In the event that a Business Combination does not close, the Company may use any funds available to it outside of the Trust Account to repay any such loaned amounts. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a potential transaction. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. | Note 1 — Organization and Plan of Business Operations Legato Merger Corp. II (the “Company”) was incorporated in Delaware on July 14, 2021 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, although it has focused its search on target businesses in the infrastructure, engineering and construction, industrial and renewables industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. On May 25, 2022, the Company, Legato Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Southland Holdings LLC, a Texas limited liability company (“Southland”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, upon the closing (“Closing”) of the transactions contemplated by the Merger Agreement (the “Transactions”), Merger Sub will merge with and into Southland (the “Merger”), with Southland being the surviving entity of the Merger (“Surviving Company”) and becoming a wholly owned subsidiary of the Company. In connection therewith, the members of Southland (“Southland Members”) will receive shares of common stock, par value $ 0.0001 per share, of the Company, cash and the right to receive certain contingent consideration in exchange for all the outstanding limited liability company membership interests of Southland (“Southland Membership Interests”). See Note 10 – Merger Agreement. At September 30, 2022, the Company had not yet commenced any operations. All activity through September 30, 2022 relates to the Company’s formation, the public offering described below, the search for a target business with which to consummate a Business Combination and entering into the Merger Agreement with Southland. The registration statement for the Company’s Initial Public Offering was declared effective on November 22, 2021. On November 24, 2021, the Company consummated the offering of 24,000,000 units at $ 10.00 per Unit, generating gross proceeds of $ 240,000,000 which is described in Note 3 (“Initial Public Offering”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 1,045,500 units, at a price of $ 10.00 per unit in a private placement (“Private Placement”) to certain holders of the Company’s founder shares (“Initial Stockholders”) and EarlyBirdCapital, Inc., the representative of the underwriters in the Initial Public Offering (“EBC”), generating gross proceeds of $ 10,450,000 (“Private Units”), which is described in Note 4. Transaction costs amounted to $ 13,680,526 , consisting of $ 4,800,000 in underwriting fees, $ 8,400,000 of deferred underwriting fees and $ 480,526 of other offering costs. On November 29, 2021, the underwriters exercised their over-allotment option in full to purchase an additional 3,600,000 Units. As a result, on December 1, 2021, the Company sold an additional 3,600,000 Units at $ 10.00 per Unit for an aggregate amount of $ 36,000,000 . In connection with the underwriters’ exercise of their over-allotment option, the Company also consummated the sale of an additional 126,000 Private Units at $ 10.00 per unit, generating total proceeds of $ 1,260,000 . Transaction costs associated with the underwriters’ full exercise of their over-allotment option amounted to $ 15,660,526 , consisting of $ 5,520,000 in cash underwriting fees and $ 9,660,000 of deferred underwriting fees. Following the closing of the Initial Public Offering, the over-allotment and the Private Placement, $280,140,000 ($10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the consummation of a Business Combination; (ii) the redemption of any shares sold in the Initial Public Offering (“Public Shares”) in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if it does not complete an initial Business Combination within 18 months from the closing of the Initial Public Offering (the “Combination Period”); or (iii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to pay the Company’s tax obligations, if the Company is unable to complete an initial Business Combination within the Combination Period or upon any earlier liquidation of the Company. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the balance in the Trust Account (less taxes payable) at the time of the signing a definitive agreement in connection with a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.15 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s officers, directors and initial stockholders (the “Insiders”) have agreed to vote their Founder Shares (as defined in Note 5), the shares of common stock included in the Private Units (the “Private Shares”) and any Public Shares held by them in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. The Company will also provide its stockholders with the opportunity to redeem all or a portion of their Public Shares in connection with any stockholder vote to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of Public Shares if it does not complete an initial Business Combination within the Combination Period. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.15 per share, plus any pro rata interest earned on the funds held in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants in connection with such a stockholder vote to approve such an amendment to the Company’s Amended and Restated Certificate of Incorporation. The Company will have until the expiration of the Combination Period to consummate its initial Business Combination. If the Company is unable to consummate a Business Combination within the Combination Period and stockholders do not otherwise extend the Combination Period by approving an amendment to the Company’s Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest earned on the Trust Account not previously released to the Company to pay its tax obligations and up to $ 100,000 of interest to pay dissolution expenses, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and; (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Insiders have agreed to waive their redemption rights with respect to any Founder Shares and Private Shares, as applicable, (i) in connection with the consummation of a Business Combination, (ii) in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to allow redemption as provided in its charter, and (iii) if the Company fails to consummate a Business Combination within the Combination Period. The Insiders have also agreed to waive their redemption rights with respect to any Public Shares held by them in connection with the consummation of a Business Combination and in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation as described above. However, the Insiders will be entitled to redemption rights with respect to Public Shares if the Company fails to consummate a Business Combination or liquidates within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Initial Public Offering. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. Crescendo Advisors, LLC, an entity affiliated with Mr. Rosenfeld, the Company’s Chief SPAC Officer, has agreed that it will be liable to ensure that the proceeds in the trust account are not reduced below $10.15 per share by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to it. However, the Company has not independently verified whether Crescendo Advisors LLC has sufficient funds to satisfy its indemnity obligations, the Company has not asked it to reserve for such obligations, and the Company does not believe it has any significant liquid assets. Liquidity, Capital Resources, and Going Concern As of September 30, 2022, the Company had $ 422,073 in cash and a working capital balance of $ 506,419 . The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $ 25,000 from the initial stockholder exchange for issuance of Founder Shares (as defined in Note 5), and loan proceeds from Eric Rosenfeld, the Company’s Chief SPAC Officer of $ 65,000 and $ 31,500 , respectively, under the Note (as defined in Note 5). The Note balances were settled shortly after the consummation of the Initial Public Offering. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds held outside of the Trust Account. The Company intends to use substantially all of the funds held in the Trust Account (excluding deferred underwriting commissions and interest to pay taxes) to acquire a target business or businesses and to pay its expenses relating thereto. To the extent that the Company’s common stock is used in whole or in part as consideration to affect the Business Combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business or businesses. In addition, in order to finance transaction costs in connection with a Business Combination, the Insiders or their affiliates may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of September 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loan. Until the consummation of a Business Combination, the Company will be using funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination. If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to a Business Combination. Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because it becomes obligated to redeem a significant number of its public shares upon completion of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. In order to finance transaction costs in connection with a Business Combination, the Company’s officers, directors and initial stockholders and their affiliates may, but are not obligated to, loan it funds as may be required. If the Company completes a Business Combination, the Company would repay such loaned amounts. In the event that a Business Combination does not close, the Company may use any funds available to it outside of the Trust Account to repay any such loaned amounts. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a potential transaction. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying offering costs including existing accounts payable and accrued expenses and attempting to consummate the Business Combination with Southland. The Company has until May 24, 2023 to consummate an initial Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by such time period. If a Business Combination is not consummated within such time period and stockholders do not otherwise approve an amendment to the charter to extend such date, there will be a mandatory liquidation and subsequent dissolution. The date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these unaudited consolidated condensed financial statements are issued. The unaudited consolidated condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management plans to address this substantial doubt by completing a business combination by the mandatory liquidation date. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The company considers all short-term investments with an original maturity of three months or less when purchased to be a cash equivalent. The Company had no Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in investment income on Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of our balance sheets. We recognize changes in redemption value as they occur and adjust the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of common stock resulted in charges against additional paid-in capital and accumulated deficit. Offering Costs The Company complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1. Offering costs consist of legal, accounting, underwriting fees and other costs incurred that directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to the total proceeds received. Upon the completion of the Initial Public Offering, costs associated with the common stock issued were charged against their carrying value. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. Deferred tax assets were deemed de minimis as of December 31, 2021. Net Loss per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share 27,600,000 The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Schedule Of Earnings Per Share Basic And Diluted FOR THE Public Shares Founders Shares Basic and diluted net loss per common share Numerator: Allocation of net loss as adjusted $ (68,381 ) $ (70,057 ) Denominator: Basic weighted average shares outstanding 6,260,292 6,413,684 Basic and diluted net loss per common share $ (0.01 ) $ (0.01 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets and liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’ Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on July 14, 2021 (inception) using a modified retrospective method for transition. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. Accounting for 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. | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited consolidated condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and nine months ended September 30, 2022, and for the Period from July 14, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2022 or any future periods. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 17, 2022. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited consolidated condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the unaudited consolidated condensed financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated condensed financial statement and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be a cash equivalent. The Company had no cash equivalents as of September 30, 2022 and December 31, 2021. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in investment income on Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (the 27,600,000 public shares, including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock sold in the Initial Public Offering features certain redemption rights that are considered to be outside of its control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated condensed balance sheets. The Company recognizes changes in redemption value as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of common stock resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Subsequently, the Company recognizes changes in the redemption value as a accretion as reflected on the accompanying unaudited consolidated condensed statements of changes in stockholders’ deficit. Offering Costs The Company complies with the requirements of Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1. Offering costs consist of legal, accounting, underwriting fees and other costs incurred that directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to the total proceeds received. Upon the completion of the Initial Public Offering, costs associated with the common stock issued were charged against their carrying value. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and 2021, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. Deferred tax assets were deemed de minimis as of September 30, 2022 and December 31, 2021. Net Income per Common Share The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per common share is computed by dividing net income applicable to common stockholders by the weighted average number of shares of common stock outstanding for the period (the public and private shares, inclusive of the full exercise of the overallotment option). The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 14,385,000 shares in the calculation of diluted earnings per share, since their contingency had not been met yet. Accretion associated with the common shares are excluded from earnings per share as the redemption value approximates fair value. As a result, diluted earnings per common share is the same as basic earnings per common share for the periods. The following table reflects the calculation of basic and diluted net income per common share (in dollars): For the Three Months For the Nine Months For the Period from July 14, 2021 (inception) through Public Founders Public Founders Public Founders Basic and diluted net income per common share Numerator: Allocation of net income as adjusted $ 682,304 $ 169,325 $ 333,433 $ 82,747 - (549) Denominator: Basic weighted average shares outstanding $ 28,771,000 $ 7,140,000 $ 28,771,000 $ 7,140,000 - $ 6,240,000 Basic and diluted net loss per common share $ 0.02 $ 0.02 $ 0.01 $ 0.01 - $ (0.00 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the consolidated condensed balance sheets, primarily due to their short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets and liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement. Accounting for 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. | |
Southland Holdings Llc [Member] | |||
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, LLC, 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, 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. Business Combinations Business combinations are accounted for using the acquisition method of accounting. We use the fair value of assets acquired and liabilities assumed to account for the purchase price of the acquired business. The determination of fair value requires estimates and judgments of future cash flow expectations to assign fair values to the identifiable tangible and intangible assets. GAAP provides a “measurement period” of up to one year in which to finalize all fair value estimates associated with the acquisition of a business. Most estimates are preliminary until the end of the measurement period. During the measurement period, any material, including material items that were newly discovered, that existed at the acquisition date would be reflected as an adjustment to the initial valuations and estimates. Any changes that do not qualify as measurement period adjustments are included in current period earnings. After the measurement period, any adjustments would be recorded as current period income or expense. 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 risk 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, 2021, and December 31, 2020, are approximately 18 9 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 statement of operations 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 the input method, the allowance for double accounts, recoverability of unapproved contract modifications, and deferred tax assets. f. Segments We manage our business using two distinct operating segments. Our chief operating decision maker (“CODM”) reviews 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 Accounts receivable from five customers comprised approximately 42 40 14 The percentage of our labor force subject to collective bargaining agreements was 18 17 4 During the year ended December 31, 2021, revenue earned from operations in Texas and Florida was approximately 26.9 18.1 9 During the year ended December 31, 2020, revenue earned from operations in Texas and Florida was approximately 37.7 10.8 4 During the year ended December 31, 2019, revenue earned from operations in Texas and Alabama was approximately 29.7 22.0 4 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. 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 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 estimated 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 on an incurred cost to estimated total cost of the project basis 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 uncomplete 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. Schedule of Cost to fulfill contracts, net (Amounts in thousands) December 31, December 31, Costs to insure $ 12,770 $ 21,471 Mobilization costs 5,358 6,518 Costs to fulfill contracts, net $ 18,128 $ 27,989 During the years ended December 31, 2021, December 31, 2020, and December 31, 2019, we amortized $ 18.9 17.2 25.6 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 our 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 2020 or 2021. 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 institutions. The balances, at times, may 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. Under the terms of the agreements related to the acquisition of American Bridge, the restricted cash deposited by the sureties is of immediate use for completing the active bonded projects at the time of acquisition. 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 acquired in the acquisition of American Bridge. See Note 4 for more information. Schedule of Cash, cash equivalents, and restricted cash Year ended (Amounts in thousands) December 31, December 31, Cash and cash equivalents at beginning of period $ 30,889 $ 79,862 Restricted cash at beginning of period 149,507 1,873 Cash, cash equivalents, and restricted cash at beginning of period $ 180,396 $ 81,735 Cash and cash equivalents at end of period $ 63,342 $ 30,889 Restricted cash at end of period 47,900 149,507 Cash, cash equivalents, and restricted cash at end of period $ 111,242 $ 180,396 k. Accounts Receivable, Net We provide an allowance for doubtful accounts, 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 $ 57.5 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, 2021, and December 30, 2020, we had an allowance for doubtful accounts of $ 3.0 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, 2021, and December 31, 2020, we had inventory of $ 10.4 10.2 m. Debt Issuance Costs We capitalize costs related to the issuance of debt. Debt issuance 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. A summary of the estimated useful lives is as follows: Schedule of estimated useful lives Buildings 40 years Leasehold improvements Lesser of 15 years or lease term Auto and trucks 3 7 years Machinery and equipment 5 10 years Office and safety equipment 3 7 years Useful lives of fixed assets may be adjusted as differing equipment use and circumstances present. o. Investments Investments consist of amounts invested in unconsolidated entities, amounts invested in limited liability companies, and noncurrent investments. As of December 31, 2021, and December 31, 2020, our investments consisted of the following: Schedule of Investments As of (Amounts in thousands) December 31, December 31, Investments in unconsolidated entities (equity method) $ 103,610 $ 96,373 Investments in limited liability companies 1,926 1,339 Investments, noncurrent 3,925 2,575 Investments $ 109,461 $ 100,287 p. Goodwill and Indefinite-Lived Intangibles Goodwill and indefinite-life 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 units and determine the carrying value of the reporting units by assigning the assets and liabilities, including the existing goodwill and indefinite-lived intangibles, to the reporting unit. We have three reporting units. Our reporting units are based on our organizational and reporting structure. Our reporting units are aggregated by operating segment with the exception of American Bridge which is its own reporting unit. American Bridge currently operates with a separate management group. American Bridge has separate projects and separate customers. 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, 2021, December 31, 2020, and December 31, 2019, based on the result of our qualitative assessments which determined that it was more likely than not the fair value of the reporting units exceeded the carrying amount. As such, we did not complete quantitative assessments, and we did not record any impairment of goodwill. q. 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. Intangible assets with a definite useful life are amortized over their useful lives. For the years ended December 31, 2021, and December 31, 2020, we recorded amortization expense of $ 1.8 0.9 no r. 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 matter 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 2.0 As of December 31, 2021, and December 31, 2020, we had $ 12.1 13.2 s. Income Taxes Southland Holdings, with the consent of its members, elected to be taxed as an S Corporation, under the provisions of Subchapter S of the Internal Revenue Code. Southland Contracting, Inc., Johnson Bros. Corporation, Southland Mole of Canada, Southland RE Properties L.L.C., and Mole Constructors, Inc. also made “S-elections” with the consent of their respective shareholders. As limited liability companies, Renda Pacific, LLP, and Heritage Materials, L.L.C. are treated as partnerships for federal income tax purposes and do not pay federal income taxes. 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. Under those provisions, the above companies do not pay federal corporate income taxes on their taxable income. Instead, the owners are liable for federal income taxes on their respective shares of our income. Accordingly, no provision has been made for federal income tax in the accompanying consolidated financial statements. Southland Contracting, Inc., Southland Mole of Canada, and Mole Constructors, Inc. are subject to foreign taxes on their respective share of taxable income from operations outside of the US. Southland Contracting, Inc., Southland Mole of Canada, and Mole Constructors, Inc. pay state taxes in the states in which their jobs are located. All other companies pay gross margin tax in Texas. Oscar Renda Contracting, Inc. is a corporation and has not made an “S-election.” Oscar Renda Contracting, Inc. files income tax returns in the U.S. federal jurisdiction and various U.S. state jurisdictions. Oscar Renda Contracting, Inc.’s tax year-end is December 31. American Bridge is a corporation and has not made an “S-election.” American Bridge files income tax returns in the U.S. federal jurisdiction, American Bridge’s tax year-end is December 31. Oscar Renda Contracting of Canada, Inc., a wholly owned subsidiary of Oscar Renda Contracting, Inc., is subject to foreign taxes on their taxable income from operations outside of the U.S. We classify interest and penalties attributable to income taxes as part of income tax expense. As of December 31, 2021, and December 31, 2020, we had no t. Leases Leases are recognized under Accounting Standards Codification 842, Leases (“Topic 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. Topic 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 12 for additional information. u. 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 U.S. 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. Interest on the Second Amended and Restated Credit Facility accrues at an annual rate of LIBOR. Our adoption of Update 2020-04 did not have a material impact on our consolidated financial statements and related disclosures. Our other outstanding debt uses the Secured Overnight Financing Rate (“SOFR”), and we do not have any other agreements that use LIBOR outside of our revolving credit facility. 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. We do not expect Topic 326 to have a material impact on our consolidated financial statements given the nature of our contracts and our historical loss experience. |
Initial Public Offering
Initial Public Offering | 6 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Initial Public Offering | ||
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the Public Offering, on November 24, 2021, the Company sold 24,000,000 10.00 11.50 On December 1, 2021, the Company consummated the closing of the sale of an additional 3,600,000 10.00 36,000,000 | Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, on November 24, 2021, the Company sold 24,000,000 Units, at a purchase price of $ 10.00 per Unit. Each Unit consists of one Public Share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $ 11.50 per share, subject to adjustment (see Note 8). On December 1, 2021, the Company consummated the closing of the sale of an additional 3,600,000 Units (“Option Units”) at $ 10.00 per Option Unit pursuant to the underwriters’ exercise in full of their over-allotment option, generating gross proceeds of $ 36,000,000 . |
Private Placement
Private Placement | 6 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Private Placement | ||
Private Placement | Note 4 — Private Placement Simultaneously with the Public Offering, the initial stockholders and EBC purchased an aggregate of 1,045,000 10.00 10,450,000 On December 1, 2021, the Company also consummated the closing of the sale of an additional 126,000 10.00 1,260,000 | Note 4 — Private Placement Simultaneously with the Initial Public Offering, the initial stockholders and EBC purchased an aggregate of 1,045,000 Private Units, at $ 10.00 per Private Unit for a total purchase price of $ 10,450,000 . Each Private Unit consists of one Private Share and one-half of one warrant, or “Private Warrant”. The proceeds from the Private Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the required time period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Units. On December 1, 2021, the Company consummated the closing of the sale of an additional 126,000 Private Units at $ 10.00 per Private Unit, generating gross proceeds of $ 1,260,000 , to the original purchasers of the Private Units in respect of their obligation to purchase such additional Private Units upon the exercise of the underwriters’ over-allotment option. |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 5 — Related Party Transactions Founders Shares In July 2021, the Company issued an aggregate of 5,750,000 25,000 0.2 6,900,000 240,000 7,140,000 900,000 The holders of the Founder Shares have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until (i) the earlier of 180 days after the completion of a Business Combination and the date on which the closing price of the common shares equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination and (ii) if, subsequent to a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their ordinary shares for cash, securities or other property. Administrative Service Fee The Company presently occupies office space provided by an entity controlled by Crescendo Advisors II, LLC. Such entity agreed that until the Company consummates a Business Combination, it will make such office space, as well as general and administrative services including utilities and administrative support, available to the Company as may be required by the Company from time to time. The Company has agreed to pay an aggregate of $ 15,000 19,500 Note — Related Party On August 23, 2021, Eric Rosenfeld, the Company’s Chief SPAC Officer, issued a $ 65,000 On November 5, 2021, Eric Rosenfeld, the Company’s Chief SPAC Officer, issued a $ 31,500 Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Initial Shareholders, the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2021, no | Note 5 — Related Party Transactions Founders Shares In July 2021, the Company issued an aggregate of 5,750,000 shares of common stock (the “Founder Shares”) for an aggregate purchase price of $ 25,000 . On November 22, 2021, the Company effected a stock dividend of 0.2 shares for each share outstanding, resulting in 6,900,000 Founder Shares and 240,000 representative shares, totaling 7,140,000 being issued and outstanding. The Founder Shares included an aggregate of up to 900,000 shares subject to forfeiture by the holders to the extent that the over-allotment is not exercised in full or in part, so that the holders will collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial stockholders do not purchase any Public Shares in the Initial Public Offering and excluding the Representative Shares (as defined in Note 8)). On December 1, 2021, the underwriters fully exercised their over-allotment option. As a result of the underwriters’ election to fully exercise their over-allotment option, a total of 900,000 Founder Shares are no longer subject to forfeiture. The holders of the Founder Shares have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until the earlier of 180 days after the date of the consummation of an initial Business Combination and the date on which the closing price of the common stock exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the consummation of an initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Service Fee The Company presently occupies office space provided by an entity controlled by Crescendo Advisors II, LLC. Such entity agreed that until the Company consummates a Business Combination, it will make such office space, as well as general and administrative services including utilities and administrative support, available to the Company as may be required by the Company from time to time. The Company agreed to pay an aggregate of $ 15,000 per month to Crescendo Advisors II, LLC, an entity controlled by a related party for such services commencing on the effective date of the Initial Public Offering. For the three and nine months ended September 30, 2022, the Company incurred and paid the affiliate $ 45,000 and $ 135,000 , respectively, for such services. For the period from July 14, 2021 (inception) through September 30, 2021, the company did not incur any administration fees. Note — Related Party On August 23, 2021, Eric Rosenfeld, the Company’s Chief SPAC Officer, issued a $ 65,000 principal amount unsecured promissory note to the Company. The note is non-interest bearing and became payable on the consummation of the Initial Public Offering. Due to the short-term nature of the note, the fair value of the note approximates the carrying amount. The Note balance was settled on November 26, 2021, shortly after the consummation of the Initial Public Offering. The Note was retired upon settlement and no further borrowings are available under such Note. On November 5, 2021, Mr. Rosenfeld issued a $ 31,500 principal amount unsecured promissory note to the Company. The note is non-interest bearing and became payable on the consummation of the Public Offering. Due to the short-term nature of the note, the fair value of the note approximates the carrying amount. The Note balance was settled on November 26, 2021, shortly after the consummation of the Initial Public Offering. The Note was retired upon settlement and no further borrowings are available under such Note. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Initial Stockholders, the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the option of the lender, converted into units, which would be identical to the Private Units, upon consummation of a Business Combination. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of September 30, 2022, and December 31, 2021, no Working Capital Loans were outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Registration Rights The holders of the founders’ shares and representative shares issued and outstanding on the date of Public Offering, as well as the holders of the private units and any units our initial stockholders, officers, directors or their affiliates may be issued in payment of working capital loans made to us (and all underlying securities), are entitled to registration rights pursuant to an agreement signed on the effective date of the Public Offering. The holders of a majority of these securities are entitled to make up to two demands that we register such securities. The holders of the majority of the founders’ shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the representative shares, private units and units issued to our initial stockholders, officers, directors or their affiliates in payment of working capital loans made to us (or underlying securities) can elect to exercise these registration rights at any time after we consummate a business combination. Notwithstanding anything to the contrary, EBC may only make a demand on one occasion and only during the five-year period beginning on the effective date of the registration statement of which this prospectus forms a part. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of a business combination; provided, however, that EBC may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement of which this prospectus forms a part. We will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash underwriting discount of 2.00 4,800,000 The underwriters are also entitled to a deferred underwriting commission of 3.50 On November 29, 2021, the underwriters exercised their over-allotment option in full to purchase an additional 3,600,000 3,600,000 10.00 36,000,000 126,000 10.00 1,260,000 5,520,000 9,660,000 | Note 6 — Commitments and Contingencies Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the unaudited consolidated condensed financial statements. The unaudited consolidated condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these unaudited consolidated condensed financial statements, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited consolidated condensed financial statements. Registration Rights The holders of the founders’ shares and representative shares issued and outstanding on the date of Public Offering, as well as the holders of the Private Units and any units the Company’s initial stockholders, officers, directors or their affiliates may be issued in payment of Working Capital Loans made to it (and all underlying securities), are entitled to registration rights pursuant to an agreement signed on the effective date of the Initial Public Offering. The holders of a majority of these securities are entitled to make up to two demands that the Company registers such securities. The holders of the majority of the founders’ shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the representative shares, Private Units and units issued to the Company’s initial stockholders, officers, directors or their affiliates in payment of working capital loans made to it (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a business combination. Notwithstanding anything to the contrary, EBC may only make a demand on one occasion and only during the five-year period beginning on the effective date of the registration statement of which this prospectus forms a part. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of a business combination; provided, however, that EBC may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement of which this prospectus forms a part. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to be paid cash underwriting commissions of 2.00 % of the gross proceeds of the Initial Public Offering. EarlyBirdCapital is also entitled to a deferred underwriting commission of 3.50 % of the gross proceeds of the Initial Public Offering. On November 29, 2021, the underwriters exercised their over-allotment option in full to purchase an additional 3,600,000 Units. As a result, on December 1, 2021, the Company sold an additional 3,600,000 Units at $ 10.00 per Unit for an aggregate amount of $ 36,000,000 . In connection with the underwriters’ exercise of their over-allotment option, the Company also consummated the sale of an additional 126,000 Private Units at $ 10.00 per unit, generating total proceeds of $ 1,260,000 . The underwriters were paid $ 5,520,000 in cash underwriting fees and EarlyBirdCapital is entitled to an aggregate of $ 9,660,000 of deferred underwriting fees. | |
Southland Holdings Llc [Member] | |||
Commitments and Contingencies | 18. 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 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 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, 2021, and December 31, 2020. Our estimates of such matters could change in future periods. Surety Bonds We, as a condition for entering a substantial portion of our construction contracts, had outstanding surety bonds as of December 31, 2021, and December 31, 2020. 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. |
Stockholders_ Deficit
Stockholders’ Deficit | 6 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Equity [Abstract] | ||
Stockholders’ Deficit | Note 7 — Stockholders’ Deficit Preferred Stock The Company is authorized to issue 1,000,000 0.0001 no Common Stock The Company is authorized to issue 50,000,000 0.0001 240,000 6,900,000 27,600,000 27,600,000 0.2 6,900,000 240,000 All of the Founder Shares were placed into an escrow account on the closing of the Proposed Public Offering. Subject to certain limited exceptions, these shares will not be released from escrow until the earlier of one year after the date of the consummation of an initial Business Combination and the date on which the closing price of the common stock exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the consummation of an initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Representative Shares The Company has issued to the designees of EBC 240,000 870 The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Proposed Offering pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement related to the Proposed Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement related to the Proposed Offering except to any underwriter and selected dealer participating in the Proposed Offering and their bona fide officers or partners. Warrants As of December 31, 2021, the Company has 13,800,000 585,500 of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the issuance of the shares of common stock issuable upon exercise of the Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company agreed that as soon as practicable after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the issuance of the shares of common stock issuable upon exercise of the Warrants, and use its best efforts to cause the same to become effective as soon as possible and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares until the Warrants expire or are redeemed. The Warrants have an exercise price of $ 11.50 5 The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Redemption of Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30 trading day period commencing once the Warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. The Company will not redeem the Warrants as described above unless an effective registration statement under the Securities Act covering the common stock issuable upon exercise of the Warrants is effective and a current prospectus relating to those of shares is available throughout the 30-day redemption period or the Company has elected to require the exercise of the warrants on a “cashless basis”. | Note 8 — Stockholders’ Deficit Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2022 and December 31, 2021, there are no shares of preferred stock issued or outstanding. Common Stock The Company is authorized to issue 50,000,000 shares of common stock with a par value of $ 0.0001 per share. As of September 30, 2022 and December 31, 2021, 35,911,000 shares of common stock were issued and outstanding, presented as temporary equity on the consolidated condensed balance sheets, comprised of 240,000 Representative Shares (as described below), 6,900,000 Founder Shares, 27,600,000 public shares, and 1,171,000 private shares. All of the Founder Shares were placed into an escrow account on the closing of the Initial Public Offering. Subject to certain limited exceptions, these shares will not be released from escrow until the earlier of 180 days after the date of the consummation of an initial Business Combination and the date on which the closing price of the common stock exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the consummation of an initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Representative Shares The Company has issued to the designees of EBC 240,000 shares of common stock (the “Representative Shares”) for a nominal consideration, paid to the Company, shortly after the IPO. The Company accounted for the Representative Shares as an offering cost of the Proposed Offering, with a corresponding credit to stockholders’ equity. The Company estimated the fair value of Representative Shares to be $ 870 based upon the price of the Founder Shares issued to the Initial Stockholders. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. Warrants As of September 30, 2022 and December 31, 2021, the Company has 13,800,000 Public Warrants and 522,500 Private Placement Warrants outstanding. The Public Warrants and Private Placement Warrants are identical except as described below. Warrants may only be exercised for a whole number of shares. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the issuance of the shares of common stock issuable upon exercise of the Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company agreed that as soon as practicable after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the issuance of the shares of common stock issuable upon exercise of the Warrants, and use its best efforts to cause the same to become effective as soon as possible and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares until the Warrants expire or are redeemed. The Warrants have an exercise price of $ 11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Company’s initial stockholders or their affiliates, without taking into account any founders’ shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Redemption of Warrants: in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and if, and only if, the last reported sale price of common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30 trading day period commencing once the Warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. The Company will not redeem the Warrants as described above unless an effective registration statement under the Securities Act covering the common stock issuable upon exercise of the Warrants is effective and a current prospectus relating to those of shares is available throughout the 30-day redemption period or the Company has elected to require the exercise of the warrants on a “cashless basis”. |
Subsequent Events
Subsequent Events | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events | Note 8 — Subsequent Events The Company evaluated subsequent events and transaction that occurred up to the date the financial statements were issued. Other than as described and disclosed in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. | Note 11 — Subsequent Events The Company evaluated subsequent events and transactions occurred after the unaudited consolidated condensed balance sheet date and up to the date the unaudited consolidated condensed interim financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited consolidated condensed financial statements. | |
Southland Holdings Llc [Member] | |||
Subsequent Events | 22. Subsequent Events On May 25, 2022, Legato Merger Corp. II, a Delaware corporation, Legato Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Legato, and Southland Holdings LLC, a Texas limited liability company, entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, upon the closing of the transactions contemplated by the Merger Agreement, Legato Merger Sub Inc. will merge with and into Southland (the “Merger”), with Southland being the surviving entity of the Merger, and becoming a wholly-owned subsidiary of Legato Merger Corp. II. In connection therewith, the members of Southland will receive shares of common stock, par value $0.0001 per share, of Legato Merger Corp. II and cash in exchange for all the outstanding limited liability company membership interest of Southland. Our revolving credit agreement was upsized to $75.0 million on June 2, 2022. As of June 30, 2022, the revolving credit facility agreement bears interest on drawn balances at 1-month SOFR, subject to a floor of 0.90%, plus an applicable margin rate of 2.10%. Prior to the upsize, our revolving credit agreement bore interest on drawn balances at 1-month LIBOR, subject to a floor of 1.00%. As of June 30, 2022, $75.0 million was drawn on the revolver. As of June 30, 2022, we did not have any amount available. | ||
Southland Holding Llc [Member] | |||
Subsequent Events | 10. Subsequent Events On October 27, 2022, we increased the capacity of our revolving credit commitment from $75.0 million to $100.0 million in order to provide additional liquidity and working capital. |
Common Stock Subject to Possibl
Common Stock Subject to Possible Redemption | 9 Months Ended |
Sep. 30, 2022 | |
Common Stock Subject To Possible Redemption | |
Common Stock Subject to Possible Redemption | Note 7 — Common Stock Subject to Possible Redemption The Company’s common stock sold in the Initial Public Offering features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 50,000,000 shares of common stock with a par value of $ 0.0001 per share. Holder of the Company’s common stock are entitled to one vote for each share. As of September 30, 2022 and December 31, 2021, there were 27,600,000 Public Shares outstanding, all of which were subject to redemption. As of September 30, 2022 and December 31, 2021, common stock reflected on the consolidated condensed balance sheets are reconciled on the following table: Gross Proceeds $ 276,000,000 Less: Proceeds allocated to public warrants (12,834,000 ) Common stock issuance cost (15,660,526 ) Plus: Accretion of carrying value to redemption value 32,634,526 Common Stock subject to possible redemption, December 31, 2021 $ 280,140,000 Accretion – increase in redemption value of common stock subject to redemption 1,242,502 Common Stock subject to possible redemption, September 30, 2022 $ 281,382,502 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements | Note 9 — Fair Value Measurements The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2022, and December 31, 2021, and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: September 30, 2022 Description Quoted Significant Significant Assets: Investments held in Trust Account – Money Market Fund $ 281,506,666 $ - $ - December 31, 2021 Description Quoted Significant Significant Assets: Investments held in Trust Account – Money Market Fund $ 280,164,163 $ - $ - Level 1 assets include investments comprised solely of U.S. government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers to/from Levels 1, 2, and 3 during the three and nine months ended September 30, 2022, or from the Period from July 14, 2021 (inception) through September 30, 2021. |
Southland Holding Llc [Member] | |
Fair Value Measurements | 2. Fair Value Measurements Fair value of investments measured on a recurring basis as of September 30, 2022, and December 31, 2021, were as follows: Schedule of Fair value, assets measured on recurring basis As of September 30, 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 3,345 — — 3,345 Total noncurrent 3,345 — — 3,345 Overall Total $ 3,353 $ 8 $ — $ 3,345 As of December 31, 2021 (Amounts in thousands) Fair Value Level 1 Level 2 Level 3 Marketable Securities Common Stocks $ 12 $ 12 $ — $ — Total 12 12 — — Investments Noncurrent Private Equity 3,925 — — 3,925 Total noncurrent 3,925 — — 3,925 Overall Total $ 3,937 $ 12 $ — $ 3,925 |
Merger Agreement
Merger Agreement | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Merger Agreement | Note 10 — Merger Agreement On May 25, 2022, the Company, Merger Sub and Southland entered into the Merger Agreement. Pursuant to the Merger Agreement, upon the Closing of the Transactions, Merger Sub will merge with and into Southland, with Southland being the surviving entity of the Merger and becoming a wholly owned subsidiary of the Company. Pursuant to the Merger Agreement, at the Effective Time (as defined below), by virtue of the Merger and without any further action on the part of the parties to the Merger Agreement, each Southland Membership Interest (expressed as a percentage) issued and outstanding immediately before the effective time of the Merger (the “Effective Time”) will be converted into and become the right to receive (I) a number of shares of the Company’s Common Stock (the “Per Membership Interest Merger Consideration”) equal to (a) (i) $ 343,000,000 divided by (ii) $ 10.15 , multiplied by (b) such Southland Member’s percentage of all Southland Membership Interests issued and outstanding immediately prior to the Effective Time (i.e., 100%), (II) the right to receive a number of shares of the Company’s Common Stock (the “Earnout Merger Consideration”) equal to (a) (i) $ 105,000,000 divided by (ii) $ 10.15 , multiplied by (b) such Southland Member’s percentage of all Southland Membership Interests issued and outstanding immediately prior to the Effective Time, upon the achievement of certain targets and (III) an amount of cash (the “Cash Consideration” and together with the Per Membership Interest Merger Consideration and Earnout Merger Consideration, the “Merger Consideration”) equal to (a) $ 50,000,000 multiplied by (b) such Southland Member’s percentage of all Southland Membership Interests issued and outstanding immediately prior to the Effective Time (i.e., 100%); provided, however, that in lieu of receiving all or part of the Cash Consideration, up to $ 50,000,000 of cash held by Southland or its subsidiaries may be distributed to the Southland Members, or to such other persons as instructed by the Southland Members, if either (1) there is not sufficient funds in the Trust Account to pay such amount in cash or (2) Southland elects, in its sole discretion, to make such dividend at or prior to the Closing. Any cash paid as a dividend on or prior to the Closing pursuant to such provision shall reduce the Cash Consideration payable to the Southland Members at Closing by a like amount. The Merger Agreement provides for the payment of up to an aggregate of 10,344,828 additional shares of the Company’s Common Stock as earnout consideration as described below. As used in the following discussion of the earnout consideration, “Adjusted EBITDA” means, for the applicable fiscal year, using results and expenses taken from the audited financial statements of the Company and its subsidiaries, including but not limited to Southland and its affiliates, on a consolidated basis, but excluding any results attributable to businesses acquired after the date of the Merger Agreement except for certain permitted acquisitions, the following calculation: income before provision for income taxes, plus interest expense, less interest income, plus depreciation and amortization, plus any expenses arising solely from the Merger charged to income in such fiscal year, including but not limited to filing fees borne by Southland with respect to the Registration Statement (as defined below) and notifications required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), plus expenses relating to certain incentive compensation arrangements. In addition, any Company or Merger Sub expenses incurred prior to or at the Closing that are included in the Company’s 2022 income statement will be excluded for purposes of Adjusted EBITDA calculation. For the purposes of calculating Adjusted EBITDA for the fiscal year of the Company ending December 31, 2022, Adjusted EBITDA shall be calculated after giving pro forma effect to the Merger as if the Merger was consummated on the first day of such fiscal year. If, for the fiscal year of the Company ending December 31, 2022, Legato has Adjusted EBITDA equal to or greater than $ 125,000,000 (the “2022 Base Target”), the Company shall issue to the holders of Southland Membership Interests outstanding immediately prior to the Effective Time, in the aggregate, 3,448,276 shares of the Company’s Common Stock; provided that if the Company has Adjusted EBITDA equal to or greater than $ 145,000,000 (the “2022 Bonus Target”), then the aggregate number of shares of Common Stock to be issued to the holders of Southland Membership Interests shall be increased to 5,172,414 shares; and If, for the fiscal year of the Company ending December 31, 2023, Legato has Adjusted EBITDA equal to or greater than $ 145,000,000 (the “2023 Base Target”), the Company shall issue to the holders of Southland Membership Interests outstanding immediately prior to the Effective Time, in the aggregate, 3,448,276 shares of the Company’s Common Stock; provided that if the Company has Adjusted EBITDA equal to or greater than $ 165,000,000 (the “2023 Bonus Target”), then the aggregate number of shares of Common Stock to be issued to the holders of Southland Membership Interests shall be increased to 5,172,414 shares. The Closing is expected to occur in the second half of 2022, following receipt of the required stockholder approval by the Company, Southland Member approval and the fulfilment of certain other conditions set forth in the Merger Agreement. |
Description of Business
Description of Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Southland Holdings Llc [Member] | ||
Description of Business | 1. Description of Business Southland Holdings, LLC (“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 Holdings, LLC 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. 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. 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 75 847 2.5 2.4 | |
Southland Holding Llc [Member] | ||
Description of Business | 1. Description of Business Southland Holdings, L.L.C. (“Southland”, “we”, “us”, or “our”) is a diverse leader in specialty infrastructure construction with roots dating back to 1900. We design and construct bridges, tunnels, transportation and facilities, marine, steel structures, water and wastewater treatment, and water pipelines . Southland is based in Grapevine, Texas. We are the parent company of Johnson Bros. Corporation, American Bridge Company, Oscar Renda Contracting, Southland Contracting, Mole Constructors, and Heritage Materials. With the combined capabilities of these six subsidiaries and their affiliates, Southland has become a diverse industry leader with customers both public and private. Merger Agreement On May 25, 2022, Legato Merger Corp. II, a Delaware corporation, Legato Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Legato, and Southland Holdings LLC, a Texas limited liability company, entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, upon the closing of the transactions contemplated by the Merger Agreement, Legato Merger Sub Inc. will merge with and into Southland (the “Merger”), with Southland being the surviving entity of the Merger, and becoming a wholly-owned subsidiary of Legato Merger Corp. II. In connection therewith, the members of Southland will receive shares of common stock, par value $ 0.0001 For the months ended 30, 2022, Southland costs related to the transaction were $ 1.9 million, and presented within selling, general, and administrative costs on the unaudited condensed consolidated statement of operations. Consolidated U.S. GAAP Presentation These unaudited condensed consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”). The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) contains guidance that form GAAP. New guidance is released via Accounting Standards Update (“ASU”). The unaudited condensed consolidated financial statements, have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, certain information and footnote disclosures required by generally accepted accounting principles in the United States of America (“U.S. GAAP”) for complete financial statements have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the unaudited condensed consolidated financial statements have been included. These unaudited condensed financial statements should be read in conjunction with our financial statements for the year ended December 31, 2021, included elsewhere herein. The accompanying balance sheet and related disclosures as of December 31, 2021, have been derived from our audited consolidated financial statements, included elsewhere herein. The Company’s financial condition as of 30, 2022, and operating results for the months ended 30, 2022, are not necessarily indicative of the financial conditions and results of operations that may be expected for any future interim period or for the year ended December 31, 2022. The unaudited condensed consolidated financial statements include the accounts of Southland Holdings, LLC, 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 the proportionate consolidation method for the statement of operations. These unaudited condensed consolidated financial statements include the accounts of 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, 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. 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 the input method, the allowance for double accounts, recoverability of unapproved contract modifications, and deferred tax assets. COVID19 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. 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 institutions. The balances, at times, may 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. Under the terms of the agreements related to the acquisition of American Bridge, the restricted cash deposited by the sureties is of immediate use for completing the active bonded projects at the time of acquisition. 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 acquired in the acquisition of American Bridge. Schedule of cash and cash equivalents (Amounts in thousands) September 30, December 31, Cash and cash equivalents at beginning of period $ 63,342 $ 30,889 Restricted cash at beginning of period 47,900 149,507 Cash, cash equivalents, and restricted cash at beginning of period $ 111,242 180,396 Cash and cash equivalents at end of period $ 43,306 $ 63,342 Restricted cash at end of period 14,218 47,900 Cash, cash equivalents, and restricted cash at end of period $ 57,524 111,242 Goodwill and Intangibles Goodwill and intangible assets with indefinite lives are tested for impairment annually, or more frequently if events or circumstances, triggering events, indicate that the assets might be impaired. We evaluate goodwill at the reporting level (operating segment or one level below an operating segment). We identify our reporting units and determine the carrying value of the reporting unit by assigning assets and liabilities, including the existing goodwill and intangible assets, to the reporting unit. We then determine the fair value of the reporting unit and compare it to the carrying amount of the reporting unit. We have three reporting units. We perform our annual impairment testing for goodwill and indefinite-lived intangible assets as of the beginning of the fourth quarter of the fiscal year. As of September 30, 2022, there was no impairment recorded. Long-Lived Assets We review our long-lived assets, including our finite-lived intangible assets subject to amortization, for impairment upon the occurrence of events or changes, triggering events, that would indicate that the carrying value of an asset or a group of assets may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount of the 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. As of September 30, 2022, we did not identify any triggering events that would require a full quantitative analysis. Accounts Receivable, Net We provide an allowance for doubtful accounts, 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 due two years after completion of the project and acceptance by the contract owner. Receivables past due more than 120 days are considered delinquent. Delinquent receivables are written off based on individual credit evaluations and specific circumstances of the customer. 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. As of September 30, 2022, and December 31, 2021, we had an allowance of doubtful accounts of $ 1.5 million and $ 3.0 million. Recently Adopted Accounting Pronouncements In December 2019, FASB issued Accounting Standards Update (“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 U.S. 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. Interest on the Second Amended and Restated Credit Facility accrued at an annual rate of Secured Overnight Financing Rate (“SOFR”) following our upsize in June of 2022. See Note 4 for more information. Our adoption of Update 2020 04 did not have a material impact on our consolidated financial statements and related disclosures. We no longer have any debt that references LIBOR. Significant Accounting Policies The significant accounting policies followed by the Company are set forth in Note 2 to the Company’s audited consolidated financial statements for the year ended December 31, 2021, included elsewhere herein. For the nine months ended September 30, 2022, there were no significant changes in our estimates and significant accounting policies. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Southland Holdings Llc [Member] | |
Business Combinations | 3. Business Combinations American Bridge Holding Company and Subsidiaries On September 30, 2020, Southland acquired 100 20.0 The acquisition of American Bridge, a builder of specialty construction projects, will allow us to grow our business through new technical expertise, customers, and equipment. During the year ended December 31, 2020, we incurred acquisition costs of $ 5.0 As required by the terms of the acquisition related agreements, Southland assumed the obligation to complete American Bridge’s contract backlog under an agreement with the sureties of American Bridge. In consideration for assuming the obligation of completing the contract backlog in accordance with the performance bonds in place at the transaction date, the sureties contributed $225.0 million to American Bridge. The $ 225.0 35.0 The $ 225.0 154.0 71.0 materialize as the contract backlog is completed, as well as to cover overheads and indirect costs required to finish the projects acquired under the terms of the agreement with the sureties. The $225.0 million is recorded as revenue as construction progresses and risk reduces in accordance with the percentage completion of the related contracts acquired under the terms of the agreement with the sureties. For the years ended December 31, 2021, and December 31, 2020, approximately $ 123.3 49.5 46.3 5.8 American Bridge’s investment in joint ventures is primarily comprised of the forecasted recovery of a claim in connection to the Tappan Zee Constructors (“TZC”) joint venture. In order to estimate fair value of the investment in subsidiaries, the Tappan Zee investment balance has been discounted to present value using a 4% discount rate and four-year term, which is estimated to be the amount of time for the claim to settle. In accordance with the terms of the acquisition related agreements, the sureties contributed an additional $ 7.5 15.0 The table below represents the purchase price consideration and fair values of the assets acquired and liabilities assumed and includes the $ 225 The American Bridge acquisition was accounted for as a business combination under the acquisition method of accounting. When determining the fair values of assets acquired and liabilities assumed, management made estimates, judgments and assumptions. These estimates, judgments and assumptions and valuation of the tradename, backlog, and property and equipment were finalized as of December 31, 2021. The assets acquired and liabilities assumed are included in the Company’s Transportation segment. The following table summarizes the consideration transferred and the estimated fair value of identified assets acquired and liabilities assumed at the date of acquisition: Schedule of Assets Acquired and Liabilities Assumed Assets Acquired and Liabilities Assumed as of: (Amounts in thousands) September 30, Cash and cash equivalents $ 9,133 Restricted cash 99,978 Receivables contract 59,231 Accounts receivable, net 137,743 Investments 95,022 Costs to fulfill contract, net 1,654 Other current assets 4,128 Property and equipment, net 20,520 Intangible assets, net of accumulated amortization 5,913 Other noncurrent assets 159 Accounts Payable (32,145 ) Other noncurrent liabilities (6,473 ) Accrued Liabilities (88,245 ) Contract Liabilities (286,238 ) Deferred tax liabilities (380 ) Total identifiable net assets $ 20,000 Heritage Materials On March 5, 2021, Southland entered into an agreement to acquire the 20% interest in Heritage Materials owned by Gilgal Stones, L.L.C. (“Gilgal”) for $ 150,000 3.9 3.8 3.8 150 We incorporate the operations of Heritage Materials into our Transportation segment. |
Investment in Joint Ventures
Investment in Joint Ventures | 12 Months Ended |
Dec. 31, 2021 | |
Southland Holdings Llc [Member] | |
Investment in Joint Ventures | 4. 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 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 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 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 Summarized and unaudited financial information of the noncontrolled joint ventures as of and for the years ended December 31, 2021, and December 31, 2020, is as follows: Schedule of noncontrolled joint ventures As of and for the year ended December 31, 2021 (Amounts in thousands) 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 ) As of and for the year ended December 31, 2020 (Amounts in thousands) Assets Liabilities Revenues Income (loss) FCBC $ 3,872 $ 18,792 $ — $ 1 TZC 570,780 62,996 6,536 (67 ) EHW 794 (30 ) — — American Bridge has recognized the following as of and for the years ended December 31, 2021, and December 31, 2020. Schedule of noncontrolled joint ventures As of and for the year ended December 31, 2021 (Amounts in thousands) 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 As of and for the year ended December 31, 2020 (Amounts in thousands) Revenue Income (loss) Equity FCBC $ — $ 1 $ (4,178 ) TZC 1,525 (16 ) 100,263 EHW — — 288 Total $ 1,525 $ (15 ) $ 96,373 104.3 45.4 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 income 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, 2021. This joint venture was not material for the year ended December 31, 2020. Schedule of noncontrolled Joint ventures As of and for the year ended December 31, 2021 (Amounts in thousands) 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, 2021. As of and for the year ended December 31, 2021 (Amounts in thousands) Revenue Income Equity RRSGP $ 8,762 $ 1,752 $ 1,739 |
Fair Value of Investments
Fair Value of Investments | 12 Months Ended |
Dec. 31, 2021 | |
Southland Holdings Llc [Member] | |
Fair Value of Investments | 5. Fair Value of Investments Fair values of investments measured on a recurring basis as of December 31, 2021, and December 31, 2020, were as follows: Schedule of Fair values of investments measured on a recurring basis As of December 31, 2021 (Amounts in thousands) Fair Value Level 1 Level 2 Level 3 Marketable Securities Common Stocks $ 12 $ 12 $ — $ — Total 12 12 — — Investments Noncurrent Private Equity 3,925 — — 3,925 Total noncurrent 3,925 — — 3,925 Overall Total $ 3,937 $ 12 $ — $ 3,925 As of December 31, 2020 (Amounts in thousands) Fair Value Level 1 Level 2 Level 3 Investments Noncurrent Private Equity $ 2,575 $ — $ — $ 2,575 Total 2,575 — — 2,575 Overall Total $ 2,575 $ — $ — $ 2,575 Assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2021, and December 31, 2020: Schedule of Assets measured at fair value on a recurring basis (Amounts in thousands) Private Equity Total Balance January 1, 2021 $ 2,575 $ 2,575 Total gains (losses) (realized / unrealized): In Earnings: 1,134 1,134 Purchases, issuances, and sales: Purchases 391 391 Sales (175 ) (175 ) Balance December 31, 2021 $ 3,925 $ 3,925 (Amounts in thousands) Private Equity Total Balance January 1, 2020 $ 2,231 $ 2,231 Total gains (losses) (realized / unrealized): In Earnings: (133 ) (133 ) Purchases, issuances, and sales: Purchases 611 611 Sales (134 ) (134 ) Balance December 31, 2020 $ 2,575 $ 2,575 |
Investing Activities
Investing Activities | 12 Months Ended |
Dec. 31, 2021 | |
Southland Holdings Llc [Member] | |
Investing Activities | 6. 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 statement of operations within “gain (loss) on investments, net.” Cost and fair value of marketable securities as of December 31, 2021, was as follows. Schedule of Marketable Securities (Amounts in thousands) Amortized Costs Net gains Fair value Common stocks $ — $ 12 $ 12 Total $ — $ 12 $ 12 We did not have any current marketable securities as of December 31, 2020. Cost and fair value of noncurrent marketable securities as of December 31, 2021, and December 31, 2020, was as follows: (Amounts in thousands) Amortized Costs Net gains Fair value Private equity $ 1,615 $ 2,310 $ 3,925 Total $ 1,615 $ 2,310 $ 3,925 (Amounts in thousands) Amortized Costs Net gains Fair value Private equity $ 1,399 $ 1,176 $ 2,575 Total $ 1,399 $ 1,176 $ 2,575 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, 2021, and December 31, 2020, we had unfunded commitments to invest $ 1.6 2.0 0.2 1.7 |
Revenue
Revenue | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Southland Holdings Llc [Member] | ||
Revenue | 7. 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 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 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. As of December 31, 2021, and December 31, 2020, we have $ 188.2 118.1 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 projects. 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 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 is 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, 2021, December 31, 2020, and December 31, 2019, was as follows: Schedule of segment revenue Year Ended (Amounts in thousands) December 31, 2021 December 31, 2020 December 31, 2019 Segment Revenue % of Total Revenue Revenue % of Total Revenue Revenue % of Total Revenue Civil $ 391,629 30.6 % $ 368,588 34.8 % $ 423,698 40.4 % Transportation 887,557 69.4 % 689,348 65.2 % 623,978 59.6 % Total revenue $ 1,279,186 100.0 % $ 1,057,936 100.0 % $ 1,047,676 100.0 % Segment Gross Profit Gross profit by segment for the years ended December 31, 2021, December 31, 2020, and December 31, 2019, was as follows: Schedule of segment gross profit Year Ended (Amounts in thousands) December 31, 2021 December 31, 2020 December 31, 2019 Segment Gross Profit % of Segment Revenue Gross Profit % of Segment Revenue Gross Profit % of Segment Revenue Civil $ 40,913 10.4 % $ 58,314 15.8 % $ 21,875 5.2 % Transportation 73,275 8.3 % 35,086 5.1 % 58,629 9.4 % Gross profit $ 114,188 8.9 % $ 93,400 8.8 % $ 80,504 7.7 % Revenue earned outside of the United States was 9 4 | |
Southland Holding Llc [Member] | ||
Revenue | 3. 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 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 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. As of 30, 2022, and December 31, 2021, we have $ 224.5 million and $ 188.2 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: Civil and Transportation. Our CODM uses these segments in order to operate the business. Our segments offer different specialty infrastructure projects. 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., and various subsidiaries and joint ventures. This segment focuses on projects 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, Johnson Bros. Corporation, and various subsidiaries and joint ventures. 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 is not presented as our CODM, as defined by ASC 280, does not review or allocate resources based on segment assets. Segment Revenue Revenue by segment for the nine months ended September 30, 2022, and September 30, 2021, was as follows: Schedule of segment revenue Nine Months Ended (Amounts in thousands) September 30, 2022 September 30, 2021 Segment Revenue % of Total Revenue Revenue % of Total Revenue Civil $ 221,303 25.5 % $ 293,282 32.0 % Transportation 645,324 74.5 % 622,278 68.0 % Total revenue $ 866,627 100.0 % $ 915,560 100.0 % Segment Gross Profit Gross profit by segment for the months ended 30, 2022, and 30, 2021, was as follows: Schedule of segment gross profit Nine Months Ended (Amounts in thousands) September 30, 2022 September 30, 2021 Segment Gross Profit % of Segment Revenue Gross Profit % of Segment Revenue Civil $ 28,315 12.8 % $ 42,713 14.6 % Transportation 76,763 11.9 % 31,897 5.1 % Gross profit $ 105,078 12.1 % $ 74,610 8.1 % Revenue earned outside of the United States was 6 % and 9 % for the nine months ended September 30, 2022, and September 30, 2021. |
Cost and Estimated Earnings on
Cost and Estimated Earnings on Uncompleted Contracts | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Southland Holdings Llc [Member] | ||
Cost and Estimated Earnings on Uncompleted Contracts | 8. Cost and Estimated Earnings on Uncompleted Contracts Contract assets as of December 31, 2021, and December 31, 2020, consisted of the following: Schedule of Contract assets (Amounts in thousands) December 31, December 31, Costs in excess of billings $ 356,495 $ 344,371 Costs to fulfill contracts, net 18,128 27,989 Contract assets $ 374,624 $ 372,359 Costs and estimated earnings on uncompleted contracts were as follows as of December 31, 2021, and December 31, 2020: Schedule of Costs and estimated earnings on uncompleted contracts As of (Amounts in thousands) December 31, December 31, Costs incurred on uncompleted contracts $ 7,887,047 $ 6,967,326 Estimated earnings 847,786 679,663 Costs incurred and estimated earnings 8,734,833 7,646,989 Less: billings to date (8,489,624 ) (7,587,370 ) Costs to fulfill contracts, net 18,129 27,988 Net contract position $ 263,338 $ 87,607 Our net contract position is included on the consolidated balance sheets under the following captions: Schedule of net contract position As of (Amounts in thousands) December 31, December 31, Contract assets $ 374,624 $ 372,359 Contract liabilities (111,286 ) (284,752 ) Net contract position $ 263,338 $ 87,607 As of December 31, 2021, December 31, 2020, and December 31, 2019, we have recorded $ 210.2 million, $ 189.5 million, and $ 39.7 million, respectively, related to claims. The classification of these amounts are represented on the consolidated balance sheets as of the years ended December 31, 2021, December 31, 2020, and December 31, 2019, as follows: Schedule of consolidated balance sheets As of (Amounts in thousands) December 31, December 31, December 31, Costs in excess of billings $ 105,102 $ 78,161 $ 39,749 Investments (equity method) 105,124 111,348 — Claims asset total $ 210,226 $ 189,509 $ 39,749 On January 1, 2020, we had contract liabilities of $ 73.5 On January 1, 2021, we had contract liabilities of $ 284.8 161.6 | |
Southland Holding Llc [Member] | ||
Cost and Estimated Earnings on Uncompleted Contracts | 8. Cost and Estimated Earnings on Uncompleted Contracts Contract assets as of September 30, 2022, and December 31, 2021, consisted of the following: Schedule of Contract assets As of (Amounts in thousands) September 30, December 31, Costs in excess of billings $ 433,513 $ 356,495 Costs to fulfill contracts, net 14,036 18,129 Contract assets $ 447,549 $ 374,624 Costs and estimated earnings on uncompleted contracts were as follows as of September 30, 2022, and December 31, 2021: Schedule of Costs and estimated earnings on uncompleted contracts As of (Amounts in thousands) September 30, December 31, Costs incurred on uncompleted contracts $ 8,269,932 $ 7,887,047 Estimated earnings 935,878 847,786 Costs incurred and estimated earnings 9,205,810 8,734,833 Less: billings to date (8,854,227 ) (8,489,624 ) Costs to fulfill contracts, net 14,036 18,129 Net contract position $ 365,619 $ 263,338 Our net contract position is included on the condensed consolidated balance sheets under the following captions: Schedule of net contract position As of (Amounts in thousands) September 30, December 31, Contract assets $ 447,549 $ 374,624 Contract liabilities (81,930 ) (111,286 ) Net contract position $ 365,619 $ 263,338 As of September 30, 2022, and December 31, 2021, we have recorded $ 227.5 210.2 Schedule of condensed consolidated balance sheets (Amounts in thousands) September 30, December 31, Costs in excess of billings $ 122,865 $ 105,102 Investments 104,654 105,124 Claims asset total $ 227,519 $ 210,226 On January 1, 2021, we had contract liabilities of $ 284.8 163.2 On January 1, 2022, we had contract liabilities of $ 111.3 104.9 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Southland Holdings Llc [Member] | |
Property and Equipment | 9. Property and Equipment As of December 31, 2021, and December 31, 2020, property and equipment consisted of the following: Schedule of property and equipment As of (Amounts in thousands) December 31, December 31, Land $ 6,296 $ 7,618 Buildings 33,642 25,596 Auto and trucks 29,343 30,350 Machinery and equipment 291,889 287,174 Assets in progress 15,427 17,516 Office and safety equipment 1,244 374 Property and equipment, at cost 377,841 368,628 Less: accumulated depreciation (221,810 ) (185,872 ) Property and equipment, net $ 156,031 $ 182,756 For the years ended December 31, 2021, December 31, 2020, and December 31, 2019, we recorded depreciation expense of $ 45.0 38.5 35.9 |
Intangibles
Intangibles | 12 Months Ended |
Dec. 31, 2021 | |
Southland Holdings Llc [Member] | |
Intangibles | 10. Intangibles For the year ended December 31, 2021, 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 As of December 31, 2021, and December 31, 2020, intangible assets, net consisted of the following: Schedule of intangible assets (Amounts in thousands; except years) Weighted-Average Remaining Amortization Period (Years) Gross Carrying Value Accumulated Amortization Net Carrying Value Indefinite-lived intangible assets: Trademarks $ 1,180 $ — $ 1,180 Finite-lived intangible assets: Backlog 1.7 4,732 2,697 2,035 Total intangible assets, net $ 5,912 $ 2,697 $ 3,215 (Amounts in thousands; except years) Weighted-Average Remaining Amortization Period (Years) Gross Carrying Value Accumulated Amortization Net Carrying Value Indefinite-lived intangible assets: Trademarks $ 1,180 $ — $ 1,180 Finite-lived intangible assets: Backlog 2.7 4,732 898 3,834 Total intangible assets, net $ 5,912 $ 898 $ 5,014 We recorded amortization of intangible assets of $ 1.8 0.9 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Southland Holdings Llc [Member] | |
Long-Term Debt | 11. Long-Term Debt Long-term debt and credit facilities consist of the following as of December 31, 2021, and December 31, 2020: Schedule of long term debt and credit facilities As of (Amounts in thousands) December 31, December 31, Secured notes $ 215,622 $ 159,418 Mortgage notes 1,089 2,038 Revolving credit facility 20,000 35,000 Equipment notes 540 2,627 Total debt 237,251 199,083 Unamortized deferred financing costs (321 ) (746 ) Total debt, net 236,930 198,337 Current portion 41,333 35,652 Total long-term debt $ 195,597 $ 162,685 The weighted average interest rate on total debt outstanding as of December 31, 2021, and December 31, 2020, was 2.85 3.09 As of December 31, 2021, our fleet of equipment was subject to liens securing our debt. We are currently in compliance with all applicable debt covenants. Revolving Credit Facility In July 2021, we entered into a revolving credit agreement with Frost Bank for $ 50.0 LIBOR, subject to a floor of 1.00%, plus an applicable margin rate of 2.00%. As of December 31, 2021, $20.0 million was drawn on the revolver, and we had $30.0 million available. The revolver replaces the Bank of America revolving credit facility that was entered in 2019 with a total capacity of $75.0 million Secured Notes We enter secured notes in order to finance growth within our business. As of December 31, 2021, we had secured notes expiring between November 2023 and July 2029. Interest rates on the secured notes range between 1.29 5.49 Mortgage Notes We enter mortgage notes in order to finance growth within our business. As of December 31, 2021, we had mortgage notes expiring between October 2023 and February 2029. Interest rates on the mortgage notes range between 3.84 5.99 Equipment OEM Notes We enter equipment notes in order to complete certain specialty construction projects. As of December 31, 2021, we had equipment notes expiring between August 2022 and April 2023. As of December 31, 2021, there was no interest rate on any of our equipment notes. Debt Maturity Future long-term maturities are as follows for the years ended December 31: Schedule of maturities of long term debt Year Ended (Amounts in thousands) December 31, 2022 $ 41,333 2023 64,574 2024 42,459 2025 49,242 2026 26,010 Thereafter 13,312 Total $ 236,930 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Southland Holdings Llc [Member] | |
Leases | 12. Leases On January 1, 2019, we adopted Topic 842 using the “comparatives under 840 option” as amended by ASU 2018-11. The reported results for the years ended December 31, 2021, December 31, 2020, and December 31, 2019, reflect the application of Topic 842. We elected the practical expedient package permitted under the transition approach. As such, we did not reassess whether any expired or existing contracts are or contain leases, did not reassess historical lease classification, and did not reassess initial direct costs for any leases that existed prior to January 1, 2019. As of the date of adoption, we recognized operating lease right-of-use assets and liabilities of approximately $ 11.9 million and $11.7 million and finance right-of-use assets and liabilities of approximately $ 3.4 million and $4.0 million on the consolidated balance sheets, respectively. We did not have a material cumulative effect adjustment upon the adoption of Topic 842. 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, 2021, December 31, 2020, and December 31, 2019, are as follows: Schedule of components of lease cost For the Year Ended (Amounts in thousands) December 31, December 31, December 31, Finance leases Amortization of finance leases $ 4,912 $ 4,538 $ 39 Interest on lease liabilities 749 856 8 Total finance lease cost 5,661 5,394 47 Operating lease cost 18,962 12,119 8,596 Short-term lease cost 21,134 18,072 10,413 Total lease cost $ 45,757 $ 35,585 $ 19,056 Lease costs for the years ended December 31, 2021, December 31, 2020, and December 31, 2019, 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, 2021, and December 31, 2020, and December 31, 2019, are as follows: Schedule of other information related to lease Year Ended (Amounts in thousands) December 31, December 31, December 31, Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 18,946 $ 12,164 $ 8,711 Financing cash flows for finance leases 749 856 8 Operating cash flows for finance leases 4,717 4,124 5,515 Operating leases ROU assets obtained in exchange for lease liabilities 12,391 12,854 9,699 Finance leases ROU assets obtained in exchange for lease liabilities 3,660 22,479 259 Additional information related to our operating leases for the year ended December 31, 2021, is as follows: Weighted average remaining lease term (in years) 1.5 Weighted average discount rate 3.00 % Additional information related to our finance leases for the year ended December 31, 2021, is as follows: Weighted average remaining lease term (in years) 2.4 Weighted average discount rate 3.66 % The following tables set forth supplemental consolidated balance sheets information related to operating and finance leases as of December 31, 2021, and December 31, 2020: Schedule of operating and finance lease Year Ended (Amounts in thousands) December 31, December 31, Operating leases Operating lease right-of-use assets $ 15,816 $ 21,807 Short-term operating lease liabilities 11,891 13,642 Long-term operating lease liabilities 3,430 7,654 Total operating lease liabilities 15,321 21,296 Finance leases Property and equipment 26,243 23,150 Accumulated amortization (9,770 ) (4,900 ) Property and equipment, net 16,473 18,250 Short-term lease liabilities 8,157 4,689 Long-term lease liabilities 10,066 14,591 Total finance lease liabilities $ 18,223 $ 19,280 Maturities of non-cancellable operating and financing leases as of December 31, 2021, are summarized in the table below: Schedule of lease maturity Year Ended (Amounts in thousands) Finance Leases Operating Leases Total 2022 $ 8,726 $ 12,141 $ 20,867 2023 5,067 2,548 7,615 2024 5,038 627 5,665 2025 419 240 659 2026 — 93 93 Thereafter — — — Total 19,250 15,649 34,899 Less: present value discount (1,027 ) (327 ) (1,354 ) Lease liability $ 18,223 $ 15,322 $ 33,545 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, 2021 | |
Southland Holdings Llc [Member] | |
Preferred Stock and Limited Liability Company | 13. Preferred Stock and Limited Liability Company Series A Preferred Stock: As of December 31, 2021, and December 31, 2020, Oscar Renda Contracting, Inc., (“Oscar Renda”), had 17.0 1 1 Series B Preferred Stock: As of December 31, 2021, and December 31, 2020, Oscar Renda had 7.4 million and 9.0 million shares of Series B preferred stock outstanding. Series B preferred stock has a par value of $ 1 1 During the year ended December 31, 2021, and December 31, 2020, the Board of Directors approved the redemption of 1.6 9.0 1 |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Southland Holdings Llc [Member] | ||
Income Taxes | 14. Income Taxes Due to the “S-elections” of many of our subsidiaries, our subsidiaries are generally passthrough entities for federal income tax purposes except for Oscar Renda Contracting, Inc., Southland Contractors, Inc., American Bridge, Mole Constructors, Inc, and Southland Mole of Canada which are subject to foreign taxes on their respective share of taxable income from operations outside of the U.S. For consolidated financial statement purposes, we report our income under the input method, and for income tax purposes, we report our income under the percentage-of-completion 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. The primary differences between the statutory income tax rates and our effective tax rate are due to the pass-through status of various consolidated entities, nondeductible meals and entertainment, and tax-exempt interest income. The Federal statutory tax rate is 21%. Southland effective tax rate was 20.9 26.1 7.0 Schedule of reconciliation federal statutory rate Year ended (Amounts in thousands) December 31, December 31, December 31, Current income tax Federal $ 7,481 $ 6,725 $ 56 State 1,125 2,907 785 Foreign 2,092 (433 ) 3,347 Deferred income tax Federal 18,330 (12,499 ) 635 State 2,421 (2,434 ) — Foreign (1,798 ) 2,077 (2,545 ) Valuation allowance (18,706 ) 13,063 — Total tax expense $ 10,945 $ 9,406 $ 2,278 For the years ended December 31, 2021, December 31, 2020, and December 31, 2019, we recorded tax expense as follows: Schedule of tax expense Year ended (Amounts in thousands) December 31, December 31, December 31, Statutory rate $ 11,020 $ 8,307 $ 6,867 Untaxable earnings 12,073 (320 ) (4,750 ) State income taxes net of federal benefit 3,911 (457 ) 578 Change in valuation allowances (18,706 ) 13,063 — Effect of foreign income taxes (327 ) 4,358 266 Effect of uncertain tax positions 2,709 — — Ratable allocation related to acquisition — (19,608 ) — Prior year true-ups — 5,191 — Other 265 (1,128 ) (683 ) Income tax expense $ 10,945 $ 9,406 $ 2,278 Schedule of Effective Income Tax Rate Reconciliation Year ended (Amounts in thousands) December 31, December 31, December 31, Statutory rate 21.0 % 21.0 % 21.0 % Untaxable earnings 23.0 % (0.8 )% (14.5 )% State income taxes net of federal benefit 7.5 % (1.2 )% 1.8 % Change in valuation allowances (35.6 )% 33.0 % — % Effect of foreign income taxes (0.6 )% 11.0 % 0.8 % Effect of uncertain tax positions 5.2 % — % — % Ratable allocation related to acquisition — % (49.6 )% — % Prior year true-ups — % 13.2 % — % Other 0.5 % (2.8 )% (2.1 )% Income tax expense 20.9 % 23.8 % 7.0 % The following tables summarize the components of deferred income tax assets and deferred tax liabilities as of December 31, 2021, and December 31, 2020: Schedule of deferred income tax assets and deferred tax liabilities Year ended (Amounts in thousands) December 31, December 31, Deferred tax assets: Federal net operating loss carryforwards $ 23,041 $ 20,956 Deferred compensation 2,032 2,512 Lease liability 3,754 5,218 Income from surety 5,861 24,993 Other 1,435 1,793 Total deferred tax assets 36,123 55,472 Valuation allowance (23,111 ) (41,817 ) Deferred tax liabilities: Property and equipment (6,575 ) (5,606 ) Passthrough income / joint ventures (2,945 ) (2,815 ) ROU asset (3,875 ) (5,343 ) Intangible assets and other (5,579 ) (6,125 ) Total deferred tax liabilities (18,974 ) (19,889 ) Net deferred tax liabilities $ (5,962 ) $ (6,234 ) As of December 31, 2021, and December 31, 2020, we have available, foreign net operating loss (“NOLs”) carryforwards that total $ 87.0 84.3 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. As a result of historic losses in the US, Canada and UK, all American Bridge jurisdictions have a full valuation allowance against the net deferred tax assets aside from the US deferred tax liability related to the indefinite-lived intangible asset. There is no valuation allowance recorded on Southland Mole of Canada or Oscar Renda Contracting in the US because these companies and jurisdictions file tax returns separately and account for $ 5.8 million of the recorded deferred tax liability as of December 31, 2021. Our other entities have made “S-elections” which allows them to operate as pass-through entities for our members and noncontrolling interests. As such, these entities do not have deferred tax assets or liabilities, and they are unable to use the deferred tax asset acquired with American Bridge. As of December 31, 2021, we reserved $ 2.7 Schedule of uncertain tax positions Year ended (Amounts in thousands) December 31, December 31, Balance at beginning of period $ — $ — Additions to current year tax positions 2,708 — Balance at end of period $ 2,708 $ — As of December 31, 2021, 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 2018 – 2020. | |
Southland Holding Llc [Member] | ||
Income Taxes | 6. Income Taxes Southland Holdings, with the consent of its members, elected to be taxed as an S Corporation, under the provisions of Subchapter S of the Internal Revenue Code. Southland Contracting, Inc., Johnson Bros. Corporation, Southland Mole of Canada Ltd., Southland RE Properties L.L.C., and Mole Constructors, Inc. also made “S-elections” with the consent of their respective shareholders. As limited liability companies, Renda Pacific, LLP, and Heritage Materials, L.L.C. are treated as partnerships for federal income tax purposes and do not pay federal income taxes. 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. Southland Technicore Mole joint venture and Southland Astaldi joint venture are disregarded entities for tax purposes; their income is attributed to their respective joint venture owners. Under those provisions, the above companies do not pay federal corporate income taxes on their taxable income. Instead, the owners are liable for federal income taxes on their respective shares of our income. Accordingly, no provision has been made for federal income tax in the accompanying consolidated financial statements related to the entities that have elected Subchapter S status or are disregarded entities. 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 2018 2020. Southland Contracting, Inc., Southland Mole of Canada Ltd., and Mole Constructors, Inc. are subject to foreign taxes on their respective share of taxable income from operations outside of the US. Southland Contracting, Inc., Southland Mole of Canada Ltd., and Mole Constructors, Inc. pay state taxes in the states in which their jobs are located. All other companies pay gross margin tax in Texas. Oscar Renda Contracting, Inc. is a corporation and has not made an “S-election.” Oscar Renda Contracting, Inc. files income tax returns in the U.S. federal jurisdiction and various U.S. state jurisdictions. Oscar Renda Contracting, Inc.’s tax year-end is December 31. American Bridge Holding Company, American Bridge Company, AB Canada Company, and American Bridge International Corporation (collectively “American Bridge”), are U.S. corporations that have not made an “S-election.” American Bridge files income tax returns in the U.S. federal jurisdiction, American Bridge’s tax year-end is December 31. Oscar Renda Contracting of Canada, Inc., a wholly owned subsidiary of Oscar Renda Contracting, Inc., is subject to foreign taxes on their taxable income from operations outside of the U.S. We classify interest and penalties attributable to income taxes as part of income tax expense. As of September 30, 2022, and December 31, 2021, we had no accrued interest and penalties liability. As of September 30, 2022, and December 31, 2021, we had valuation allowances of $23.1 million, related to the net deferred tax assets recorded on American Bridge primarily related to the net operating losses in Canada and the United Kingdom. In accordance with ASC 740 interim reporting, Southland Holdings and Subsidiaries prepares the quarterly income tax provision calculation using the estimated annual effective tax rate (AETR) approach for all entities subject to income tax as noted above aside for the American Bridge group as they are considered to meet an exception to do so as a result of the valuation allowance recorded on their net deferred tax assets. As a result of meeting the exception to using the AETR for interim reporting, American Bridge prepares the quarterly income tax provision under a discrete year-to-date methodology in order to more appropriately reflect the company’s tax position. The total consolidated income tax recorded for the company’s financials are the combination of the AETR and the American Bridge discrete calculation. For the nine months ended September 30, 2022 and September 30, 2021, we recorded an income tax expense of $ 13.7 2.2 24.4 7.5 |
Multiemployer Plans
Multiemployer Plans | 12 Months Ended |
Dec. 31, 2021 | |
Southland Holdings Llc [Member] | |
Multiemployer Plans | 15. 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 J. New York District Council of Carp Benefits K. Mo-Kan Iron Workers Pension Fund L. Upstate New York Engineers Pension Fund Schedule of multiemployer plans Plan EIN/ Pension Plan # Reporting Period Pension Protection Act Zone Status - 2021 (a) Pension Protection Act Zone Status 2020 (a) FIP/RP Status Pending / Implemented (b) 2021 Contributions (Amounts in thousands) 2020 Contributions (Amounts in thousands) Surcharge Imposed Expiration Date of CBA A 91-6123688 7/1/2020 - 6/30/2021 G G No $ 2,564 $ 608 No 6/30/2022 B 91-6028571 1/1/2020 - 12/31/2020 G Non-reply No 616 143 No 5/31/2022 C 91-6029051 1/1/2020 - 12/31/2020 G G No 507 116 No 5/31/2022 D 51-6102576 1/1/2020 - 12/31/2020 G G FIP Implemented 519 104 No 6/30/2022 E 13-1809825 1/1/2021 - 12/31/2020 G G No 324 79 No 4/30/2026 F 43-6108379 4/1/2020 - 3/31/2021 G G No 77 60 No 4/30/2026 G 95-6042866 6/1/2020 - 5/31/2021 G No 87 — No 6/30/2022 H 25-1283169 1/1/2021 - 12/31/2021 G No 70 — No 3/31/2022 I 11-6245313 3/1/2020 - 2/28/2021 R FIP Implemented 225 — No 6/30/2022 J 51-0174276 7/1/2020 - 6/30/2021 G No — 55 No 6/30/2021 K 43-6130595 2/1/2020 - 1/31/2021 G No — 45 No 3/31/2021 L 15-0614642 4/1/2020 - 3/31/2021 R RP Implemented — — No 6/30/2021 All Others 868 297 No Various $ 5,857 $ 1,507 We did not exceed 5% of the contributions of any of our multi-employer plans. 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 $ 0.2 no 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, 2021, and December 31, 2020, were approximately $ 3.2 million and $ 0.8 million, respectively. We did no t participate in multiemployer defined contribution plans during the year ended December 31, 2019. We also contribute to various multiemployer health and welfare plans. Total contributions for the years ended December 31, 2021, December 31, 2020, were $ 5.8 1.5 no Contributions made to multiemployer plans covered by a project labor agreement, which do not require us to become signatory to the Union, 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, 2021 | |
Southland Holdings Llc [Member] | |
Collaboration Agreement | 16. 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. |
Related Parties
Related Parties | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Related Parties | Note 5 — Related Party Transactions Founders Shares In July 2021, the Company issued an aggregate of 5,750,000 25,000 0.2 6,900,000 240,000 7,140,000 900,000 The holders of the Founder Shares have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until (i) the earlier of 180 days after the completion of a Business Combination and the date on which the closing price of the common shares equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination and (ii) if, subsequent to a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their ordinary shares for cash, securities or other property. Administrative Service Fee The Company presently occupies office space provided by an entity controlled by Crescendo Advisors II, LLC. Such entity agreed that until the Company consummates a Business Combination, it will make such office space, as well as general and administrative services including utilities and administrative support, available to the Company as may be required by the Company from time to time. The Company has agreed to pay an aggregate of $ 15,000 19,500 Note — Related Party On August 23, 2021, Eric Rosenfeld, the Company’s Chief SPAC Officer, issued a $ 65,000 On November 5, 2021, Eric Rosenfeld, the Company’s Chief SPAC Officer, issued a $ 31,500 Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Initial Shareholders, the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2021, no | Note 5 — Related Party Transactions Founders Shares In July 2021, the Company issued an aggregate of 5,750,000 shares of common stock (the “Founder Shares”) for an aggregate purchase price of $ 25,000 . On November 22, 2021, the Company effected a stock dividend of 0.2 shares for each share outstanding, resulting in 6,900,000 Founder Shares and 240,000 representative shares, totaling 7,140,000 being issued and outstanding. The Founder Shares included an aggregate of up to 900,000 shares subject to forfeiture by the holders to the extent that the over-allotment is not exercised in full or in part, so that the holders will collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial stockholders do not purchase any Public Shares in the Initial Public Offering and excluding the Representative Shares (as defined in Note 8)). On December 1, 2021, the underwriters fully exercised their over-allotment option. As a result of the underwriters’ election to fully exercise their over-allotment option, a total of 900,000 Founder Shares are no longer subject to forfeiture. The holders of the Founder Shares have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until the earlier of 180 days after the date of the consummation of an initial Business Combination and the date on which the closing price of the common stock exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the consummation of an initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Service Fee The Company presently occupies office space provided by an entity controlled by Crescendo Advisors II, LLC. Such entity agreed that until the Company consummates a Business Combination, it will make such office space, as well as general and administrative services including utilities and administrative support, available to the Company as may be required by the Company from time to time. The Company agreed to pay an aggregate of $ 15,000 per month to Crescendo Advisors II, LLC, an entity controlled by a related party for such services commencing on the effective date of the Initial Public Offering. For the three and nine months ended September 30, 2022, the Company incurred and paid the affiliate $ 45,000 and $ 135,000 , respectively, for such services. For the period from July 14, 2021 (inception) through September 30, 2021, the company did not incur any administration fees. Note — Related Party On August 23, 2021, Eric Rosenfeld, the Company’s Chief SPAC Officer, issued a $ 65,000 principal amount unsecured promissory note to the Company. The note is non-interest bearing and became payable on the consummation of the Initial Public Offering. Due to the short-term nature of the note, the fair value of the note approximates the carrying amount. The Note balance was settled on November 26, 2021, shortly after the consummation of the Initial Public Offering. The Note was retired upon settlement and no further borrowings are available under such Note. On November 5, 2021, Mr. Rosenfeld issued a $ 31,500 principal amount unsecured promissory note to the Company. The note is non-interest bearing and became payable on the consummation of the Public Offering. Due to the short-term nature of the note, the fair value of the note approximates the carrying amount. The Note balance was settled on November 26, 2021, shortly after the consummation of the Initial Public Offering. The Note was retired upon settlement and no further borrowings are available under such Note. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Initial Stockholders, the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the option of the lender, converted into units, which would be identical to the Private Units, upon consummation of a Business Combination. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of September 30, 2022, and December 31, 2021, no Working Capital Loans were outstanding. | |
Southland Holdings Llc [Member] | |||
Related Parties | 17. Related Parties We have multiple business arrangements with related parties which include our own employees and officers. They are summarized in the table below. Schedule of related party transactions As of Description Balance sheet classification December 31, December 31, Accounts receivable from employees Accounts receivable, net $ 177 $ 1,433 Accounts receivable from officers Accounts receivable, net 2,693 2,793 Accounts receivable from related parties Accounts receivable, net 1,347 1,348 Accounts receivable from the preferred stockholders Other noncurrent assets 128 766 Notes payable due to Southland Holdings Members Long-term debt 8,912 8,786 Amounts due to collaborative arrangement Accrued liabilities 19,030 18,477 Total related party transactions $ 32,287 $ 33,603 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. |
Remaining Unsatisfied Performan
Remaining Unsatisfied Performance Obligations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Southland Holdings Llc [Member] | ||
Remaining Unsatisfied Performance Obligations | 19. Remaining Unsatisfied Performance Obligations Contract backlog (“Backlog”) in our industry is an economic measure of the total value of work remaining to be performed on projects that we have been awarded. Backlog 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 backlog once a contract has been fully executed and/or we have received formal “Notice to Proceed” from the project owner. Although contract backlog reflects business that we consider to be firm, deferrals, cancellations and/or scope adjustments may occur. Backlog 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 Backlog. The following schedule shows a reconciliation of backlog representing the amount of revenue we expect to realize from work to be performed on contracts in progress and contracts not yet underway as of December 31, 2021, and December 31, 2020: Schedule of remaining unsatisfied performance obligations (Amounts in thousands) Backlog Balance: December 31, 2019 $ 2,283,716 New contracts, change orders, and adjustments 1,641,629 Gross backlog 3,925,345 Less: contract revenue recognized in 2020 (1,027,964 ) Balance: December 31, 2020 $ 2,897,381 New contracts, change orders, and adjustments 592,393 Gross backlog 3,489,774 Less: contract revenue recognized in 2021 (1,271,201 ) Balance December 31, 2021 $ 2,218,573 As of December 31, 2021, we expect to recognize our backlog into revenue for partially or wholly unsatisfied obligations on long-term contracts of approximately $1,205.3 million in 2022, $632.4 million in 2023, $278.7 million in 2024, $85.0 million in 2025, and $17.1 million in 2026 and thereafter. | |
Southland Holding Llc [Member] | ||
Remaining Unsatisfied Performance Obligations | 7. Remaining Unsatisfied Performance Obligations Contract backlog (“Backlog”) in our industry is an economic measure of the total value of work remaining to be performed on projects that we have been awarded. Backlog 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 backlog once a contract has been fully executed and/or we have received formal “Notice to Proceed” from the project owner. Although contract backlog reflects business that we consider to be firm, deferrals, cancellations and/or scope adjustments may occur. Backlog 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 Backlog. The following schedule shows a reconciliation of backlog representing the amount of revenue we expect to realize from work to be performed on contracts in progress and contracts not yet underway as of December 31, 2021, and September 30, 2022: Schedule shows a reconciliation of backlog (Amounts in thousands) Backlog Balance December 31, 2021 $ 2,218,573 New contracts, change orders, and adjustments 1,018,825 Gross backlog 3,237,398 Less: contract revenue recognized in 2022 (866,977 ) Balance September 30, 2022 $ 2,370,421 As of September 30, 2022, we expect to recognize revenue on our backlog of $301.3 million for the remainder of 2022, $1,201.0 million during 2023, $552.4 million in 2024, $251.0 million in 2025, and $64.7 million in 2026 and thereafter. |
Profit Sharing Plan
Profit Sharing Plan | 12 Months Ended |
Dec. 31, 2021 | |
Southland Holdings Llc [Member] | |
Profit Sharing Plan | 20. 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, 2021, December 31, 2020, and December 31, 2019, we made contributions of $ 2.2 1.4 1.0 |
Noncontrolling Interests Holder
Noncontrolling Interests Holders | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Southland Holdings Llc [Member] | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling Interests Holders | 21. 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 We own a 65.0 70.0 We acquired the remaining 20.0 80.0 We consolidated each of Oscar Renda Contracting of Canada, Southland Technicore Mole joint venture, and Southland Astaldi 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 statement of operations and balances on the consolidated balance sheets. Revenue and net income (loss) attributable to noncontrolling interests is as follows: Schedule of revenue net income loss attributable noncontrolling interests Year Ended December 31, December 31, December 31, Revenue $ 318,747 $ 512,353 $ 569,981 Net income (loss) attributable to noncontrolling interests 2,810 (3,516 ) (22 ) | |
Southland Holding Llc [Member] | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling Interests Holders | 9. 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 Contracting, Inc. (“Oscar Renda”), as of September 30, 2022, and September 30, 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 September 30, 2022, and September 30, 2021. We acquired full ownership of the Heritage Materials joint venture during March of 2021 with the acquisition of the remaining 20.0 We consolidated each of Oscar Renda Contracting of Canada, Southland Technicore Mole joint venture, and Southland Astaldi 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 unaudited condensed consolidated statements of operations and balances on the unaudited condensed consolidated balance sheets. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Southland Holding Llc [Member] | |
Debt | 4. Debt Long-term debt and credit facilities consist of the following as of September 30, 2022, and December 31, 2021: Schedule of long term debt As of (Amounts in thousands) September 30, December 31, Secured notes $ 188,592 $ 215,622 Mortgage notes 949 1,089 Revolving credit facility 75,000 20,000 Equipment notes 111 540 Total debt 264,652 237,251 Unamortized deferred financing costs (261 ) (321 ) Total debt, net 264,391 236,930 Current portion 44,678 41,333 Total long-term debt $ 219,713 195,597 The weighted average interest rate on total debt outstanding as of September 30, 2022, was 3.70 %. As of September 30, 2022, and December 31, 2021, we were in compliance with all debt covenants. Revolving Credit Facility In 2021, we entered into a revolving credit agreement with Frost Bank for $ 50.0 million. Our revolving credit agreement was upsized to $ 75.0 million on June 2, 2022. As of September 30, 2022, the revolving credit facility agreement bears interest on drawn balances at 1-month SOFR, subject to a floor of 0.90 %, plus an applicable margin rate of 2.10 %. Prior to the upsize, our revolving credit agreement bore interest on drawn balances at 1-month LIBOR, subject to a floor of 1.00%. As of September 30, 2022, $ 75.0 million was drawn on the revolver. As of September 30, 2022, we did not have any amount available. Secured Notes We enter secured notes in order to finance growth within our business. As of September 30, 2022, we had secured notes expiring between November 2023 and May 2030. Interest rates on the secured notes range between 2.46 % and 6.00 %. Mortgage Notes We enter mortgage notes in order to finance growth within our business. As of September 30, 2022, we had mortgage notes expiring between October 2023 and February 2029. Interest rates on the mortgage notes range between 3.84 % and 5.99 %. Equipment OEM Notes We enter equipment notes in order to complete certain specialty construction projects. As of September 30, 2022, we had equipment notes expiring between November 2022 and April 2023. As of September 30, 2022, there was no interest rate on any of our equipment notes. |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Commitment and Contingencies | Note 6 — Commitments and Contingencies Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Registration Rights The holders of the founders’ shares and representative shares issued and outstanding on the date of Public Offering, as well as the holders of the private units and any units our initial stockholders, officers, directors or their affiliates may be issued in payment of working capital loans made to us (and all underlying securities), are entitled to registration rights pursuant to an agreement signed on the effective date of the Public Offering. The holders of a majority of these securities are entitled to make up to two demands that we register such securities. The holders of the majority of the founders’ shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the representative shares, private units and units issued to our initial stockholders, officers, directors or their affiliates in payment of working capital loans made to us (or underlying securities) can elect to exercise these registration rights at any time after we consummate a business combination. Notwithstanding anything to the contrary, EBC may only make a demand on one occasion and only during the five-year period beginning on the effective date of the registration statement of which this prospectus forms a part. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of a business combination; provided, however, that EBC may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement of which this prospectus forms a part. We will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash underwriting discount of 2.00 4,800,000 The underwriters are also entitled to a deferred underwriting commission of 3.50 On November 29, 2021, the underwriters exercised their over-allotment option in full to purchase an additional 3,600,000 3,600,000 10.00 36,000,000 126,000 10.00 1,260,000 5,520,000 9,660,000 | Note 6 — Commitments and Contingencies Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the unaudited consolidated condensed financial statements. The unaudited consolidated condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these unaudited consolidated condensed financial statements, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited consolidated condensed financial statements. Registration Rights The holders of the founders’ shares and representative shares issued and outstanding on the date of Public Offering, as well as the holders of the Private Units and any units the Company’s initial stockholders, officers, directors or their affiliates may be issued in payment of Working Capital Loans made to it (and all underlying securities), are entitled to registration rights pursuant to an agreement signed on the effective date of the Initial Public Offering. The holders of a majority of these securities are entitled to make up to two demands that the Company registers such securities. The holders of the majority of the founders’ shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the representative shares, Private Units and units issued to the Company’s initial stockholders, officers, directors or their affiliates in payment of working capital loans made to it (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a business combination. Notwithstanding anything to the contrary, EBC may only make a demand on one occasion and only during the five-year period beginning on the effective date of the registration statement of which this prospectus forms a part. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of a business combination; provided, however, that EBC may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement of which this prospectus forms a part. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to be paid cash underwriting commissions of 2.00 % of the gross proceeds of the Initial Public Offering. EarlyBirdCapital is also entitled to a deferred underwriting commission of 3.50 % of the gross proceeds of the Initial Public Offering. On November 29, 2021, the underwriters exercised their over-allotment option in full to purchase an additional 3,600,000 Units. As a result, on December 1, 2021, the Company sold an additional 3,600,000 Units at $ 10.00 per Unit for an aggregate amount of $ 36,000,000 . In connection with the underwriters’ exercise of their over-allotment option, the Company also consummated the sale of an additional 126,000 Private Units at $ 10.00 per unit, generating total proceeds of $ 1,260,000 . The underwriters were paid $ 5,520,000 in cash underwriting fees and EarlyBirdCapital is entitled to an aggregate of $ 9,660,000 of deferred underwriting fees. |
Southland Holding Llc [Member] | ||
Commitment and Contingencies | 5. Commitment 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 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 September 30, 2022, and December 31, 2021. 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 September 30, 2022, and December 31, 2021. 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, and general liability and vehicle liability matters, and health insurance. We maintain accruals for self-insurance retentions based upon third-party data and claims history. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Business Combinations | Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. | Basis of Presentation The accompanying unaudited consolidated condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited consolidated condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and nine months ended September 30, 2022, and for the Period from July 14, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2022 or any future periods. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 17, 2022. | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited consolidated condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | |
Segments | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of the unaudited consolidated condensed financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated condensed financial statement and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The company considers all short-term investments with an original maturity of three months or less when purchased to be a cash equivalent. The Company had no | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be a cash equivalent. The Company had no cash equivalents as of September 30, 2022 and December 31, 2021. | |
Common Stock Subject to Possible Redemption | Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in investment income on Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. | Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in investment income on Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (the 27,600,000 public shares, including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock sold in the Initial Public Offering features certain redemption rights that are considered to be outside of its control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated condensed balance sheets. The Company recognizes changes in redemption value as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of common stock resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Subsequently, the Company recognizes changes in the redemption value as a accretion as reflected on the accompanying unaudited consolidated condensed statements of changes in stockholders’ deficit. | |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of our balance sheets. We recognize changes in redemption value as they occur and adjust the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of common stock resulted in charges against additional paid-in capital and accumulated deficit. | ||
Offering Costs | Offering Costs The Company complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1. Offering costs consist of legal, accounting, underwriting fees and other costs incurred that directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to the total proceeds received. Upon the completion of the Initial Public Offering, costs associated with the common stock issued were charged against their carrying value. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. | Offering Costs The Company complies with the requirements of Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1. Offering costs consist of legal, accounting, underwriting fees and other costs incurred that directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to the total proceeds received. Upon the completion of the Initial Public Offering, costs associated with the common stock issued were charged against their carrying value. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. | |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. Deferred tax assets were deemed de minimis as of December 31, 2021. | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and 2021, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. Deferred tax assets were deemed de minimis as of September 30, 2022 and December 31, 2021. | |
Net Income per Common Share | Net Loss per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share 27,600,000 The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Schedule Of Earnings Per Share Basic And Diluted FOR THE Public Shares Founders Shares Basic and diluted net loss per common share Numerator: Allocation of net loss as adjusted $ (68,381 ) $ (70,057 ) Denominator: Basic weighted average shares outstanding 6,260,292 6,413,684 Basic and diluted net loss per common share $ (0.01 ) $ (0.01 ) | Net Income per Common Share The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per common share is computed by dividing net income applicable to common stockholders by the weighted average number of shares of common stock outstanding for the period (the public and private shares, inclusive of the full exercise of the overallotment option). The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 14,385,000 shares in the calculation of diluted earnings per share, since their contingency had not been met yet. Accretion associated with the common shares are excluded from earnings per share as the redemption value approximates fair value. As a result, diluted earnings per common share is the same as basic earnings per common share for the periods. The following table reflects the calculation of basic and diluted net income per common share (in dollars): For the Three Months For the Nine Months For the Period from July 14, 2021 (inception) through Public Founders Public Founders Public Founders Basic and diluted net income per common share Numerator: Allocation of net income as adjusted $ 682,304 $ 169,325 $ 333,433 $ 82,747 - (549) Denominator: Basic weighted average shares outstanding $ 28,771,000 $ 7,140,000 $ 28,771,000 $ 7,140,000 - $ 6,240,000 Basic and diluted net loss per common share $ 0.02 $ 0.02 $ 0.01 $ 0.01 - $ (0.00 ) | |
Concentration Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $ 250,000 | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | |
Fair Value Measurement | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets and liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the consolidated condensed balance sheets, primarily due to their short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets and liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. | |
Recently Adopted Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’ Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on July 14, 2021 (inception) using a modified retrospective method for transition. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement. | |
Accounting for Warrants | Accounting for 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. | Accounting for 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. | |
Southland Holdings Llc [Member] | |||
Business Combinations | 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, LLC, 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, 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. Business Combinations Business combinations are accounted for using the acquisition method of accounting. We use the fair value of assets acquired and liabilities assumed to account for the purchase price of the acquired business. The determination of fair value requires estimates and judgments of future cash flow expectations to assign fair values to the identifiable tangible and intangible assets. GAAP provides a “measurement period” of up to one year in which to finalize all fair value estimates associated with the acquisition of a business. Most estimates are preliminary until the end of the measurement period. During the measurement period, any material, including material items that were newly discovered, that existed at the acquisition date would be reflected as an adjustment to the initial valuations and estimates. Any changes that do not qualify as measurement period adjustments are included in current period earnings. After the measurement period, any adjustments would be recorded as current period income or expense. | ||
Segments | 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 the input method, the allowance for double accounts, recoverability of unapproved contract modifications, and deferred tax assets. f. Segments We manage our business using two distinct operating segments. Our chief operating decision maker (“CODM”) reviews 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. | ||
Income Taxes | s. Income Taxes Southland Holdings, with the consent of its members, elected to be taxed as an S Corporation, under the provisions of Subchapter S of the Internal Revenue Code. Southland Contracting, Inc., Johnson Bros. Corporation, Southland Mole of Canada, Southland RE Properties L.L.C., and Mole Constructors, Inc. also made “S-elections” with the consent of their respective shareholders. As limited liability companies, Renda Pacific, LLP, and Heritage Materials, L.L.C. are treated as partnerships for federal income tax purposes and do not pay federal income taxes. 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. Under those provisions, the above companies do not pay federal corporate income taxes on their taxable income. Instead, the owners are liable for federal income taxes on their respective shares of our income. Accordingly, no provision has been made for federal income tax in the accompanying consolidated financial statements. Southland Contracting, Inc., Southland Mole of Canada, and Mole Constructors, Inc. are subject to foreign taxes on their respective share of taxable income from operations outside of the US. Southland Contracting, Inc., Southland Mole of Canada, and Mole Constructors, Inc. pay state taxes in the states in which their jobs are located. All other companies pay gross margin tax in Texas. Oscar Renda Contracting, Inc. is a corporation and has not made an “S-election.” Oscar Renda Contracting, Inc. files income tax returns in the U.S. federal jurisdiction and various U.S. state jurisdictions. Oscar Renda Contracting, Inc.’s tax year-end is December 31. American Bridge is a corporation and has not made an “S-election.” American Bridge files income tax returns in the U.S. federal jurisdiction, American Bridge’s tax year-end is December 31. Oscar Renda Contracting of Canada, Inc., a wholly owned subsidiary of Oscar Renda Contracting, Inc., is subject to foreign taxes on their taxable income from operations outside of the U.S. We classify interest and penalties attributable to income taxes as part of income tax expense. As of December 31, 2021, and December 31, 2020, we had no | ||
Concentration Risk | g. Concentration Risk Accounts receivable from five customers comprised approximately 42 40 14 The percentage of our labor force subject to collective bargaining agreements was 18 17 4 During the year ended December 31, 2021, revenue earned from operations in Texas and Florida was approximately 26.9 18.1 9 During the year ended December 31, 2020, revenue earned from operations in Texas and Florida was approximately 37.7 10.8 4 During the year ended December 31, 2019, revenue earned from operations in Texas and Alabama was approximately 29.7 22.0 4 | ||
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 our 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 2020 or 2021. | ||
Recently Adopted Accounting Pronouncements | u. 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 U.S. 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. Interest on the Second Amended and Restated Credit Facility accrues at an annual rate of LIBOR. Our adoption of Update 2020-04 did not have a material impact on our consolidated financial statements and related disclosures. Our other outstanding debt uses the Secured Overnight Financing Rate (“SOFR”), and we do not have any other agreements that use LIBOR outside of our revolving credit facility. 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. We do not expect Topic 326 to have a material impact on our consolidated financial statements given the nature of our contracts and our historical loss experience. | ||
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 risk 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, 2021, and December 31, 2020, are approximately 18 9 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 statement of operations other income, net. | ||
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. 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 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 estimated 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 on an incurred cost to estimated total cost of the project basis 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 uncomplete 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. Schedule of Cost to fulfill contracts, net (Amounts in thousands) December 31, December 31, Costs to insure $ 12,770 $ 21,471 Mobilization costs 5,358 6,518 Costs to fulfill contracts, net $ 18,128 $ 27,989 During the years ended December 31, 2021, December 31, 2020, and December 31, 2019, we amortized $ 18.9 17.2 25.6 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. | ||
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 institutions. The balances, at times, may 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. Under the terms of the agreements related to the acquisition of American Bridge, the restricted cash deposited by the sureties is of immediate use for completing the active bonded projects at the time of acquisition. 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 acquired in the acquisition of American Bridge. See Note 4 for more information. Schedule of Cash, cash equivalents, and restricted cash Year ended (Amounts in thousands) December 31, December 31, Cash and cash equivalents at beginning of period $ 30,889 $ 79,862 Restricted cash at beginning of period 149,507 1,873 Cash, cash equivalents, and restricted cash at beginning of period $ 180,396 $ 81,735 Cash and cash equivalents at end of period $ 63,342 $ 30,889 Restricted cash at end of period 47,900 149,507 Cash, cash equivalents, and restricted cash at end of period $ 111,242 $ 180,396 | ||
Accounts Receivable, Net | k. Accounts Receivable, Net We provide an allowance for doubtful accounts, 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 $ 57.5 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, 2021, and December 30, 2020, we had an allowance for doubtful accounts of $ 3.0 | ||
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, 2021, and December 31, 2020, we had inventory of $ 10.4 10.2 | ||
Debt Issuance Costs | m. Debt Issuance Costs We capitalize costs related to the issuance of debt. Debt issuance 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. A summary of the estimated useful lives is as follows: Schedule of estimated useful lives Buildings 40 years Leasehold improvements Lesser of 15 years or lease term Auto and trucks 3 7 years Machinery and equipment 5 10 years Office and safety equipment 3 7 years Useful lives of fixed assets may be adjusted as differing equipment use and circumstances present. | ||
Investments | o. Investments Investments consist of amounts invested in unconsolidated entities, amounts invested in limited liability companies, and noncurrent investments. As of December 31, 2021, and December 31, 2020, our investments consisted of the following: Schedule of Investments As of (Amounts in thousands) December 31, December 31, Investments in unconsolidated entities (equity method) $ 103,610 $ 96,373 Investments in limited liability companies 1,926 1,339 Investments, noncurrent 3,925 2,575 Investments $ 109,461 $ 100,287 | ||
Goodwill and Indefinite-Lived Intangibles | p. Goodwill and Indefinite-Lived Intangibles Goodwill and indefinite-life 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 units and determine the carrying value of the reporting units by assigning the assets and liabilities, including the existing goodwill and indefinite-lived intangibles, to the reporting unit. We have three reporting units. Our reporting units are based on our organizational and reporting structure. Our reporting units are aggregated by operating segment with the exception of American Bridge which is its own reporting unit. American Bridge currently operates with a separate management group. American Bridge has separate projects and separate customers. 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, 2021, December 31, 2020, and December 31, 2019, based on the result of our qualitative assessments which determined that it was more likely than not the fair value of the reporting units exceeded the carrying amount. As such, we did not complete quantitative assessments, and we did not record any impairment of goodwill. | ||
Valuation of Long-Lived Assets | q. 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. Intangible assets with a definite useful life are amortized over their useful lives. For the years ended December 31, 2021, and December 31, 2020, we recorded amortization expense of $ 1.8 0.9 no | ||
Commitments and Contingencies | r. 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 matter 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 2.0 As of December 31, 2021, and December 31, 2020, we had $ 12.1 13.2 | ||
Leases | t. Leases Leases are recognized under Accounting Standards Codification 842, Leases (“Topic 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. Topic 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 12 for additional information. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies | Schedule Of Earnings Per Share Basic And Diluted FOR THE Public Shares Founders Shares Basic and diluted net loss per common share Numerator: Allocation of net loss as adjusted $ (68,381 ) $ (70,057 ) Denominator: Basic weighted average shares outstanding 6,260,292 6,413,684 Basic and diluted net loss per common share $ (0.01 ) $ (0.01 ) | For the Three Months For the Nine Months For the Period from July 14, 2021 (inception) through Public Founders Public Founders Public Founders Basic and diluted net income per common share Numerator: Allocation of net income as adjusted $ 682,304 $ 169,325 $ 333,433 $ 82,747 - (549) Denominator: Basic weighted average shares outstanding $ 28,771,000 $ 7,140,000 $ 28,771,000 $ 7,140,000 - $ 6,240,000 Basic and diluted net loss per common share $ 0.02 $ 0.02 $ 0.01 $ 0.01 - $ (0.00 ) | |
Southland Holdings Llc [Member] | |||
Schedule of Cost to fulfill contracts, net | Schedule of Cost to fulfill contracts, net (Amounts in thousands) December 31, December 31, Costs to insure $ 12,770 $ 21,471 Mobilization costs 5,358 6,518 Costs to fulfill contracts, net $ 18,128 $ 27,989 | ||
Schedule of Cash, cash equivalents, and restricted cash | Schedule of Cash, cash equivalents, and restricted cash Year ended (Amounts in thousands) December 31, December 31, Cash and cash equivalents at beginning of period $ 30,889 $ 79,862 Restricted cash at beginning of period 149,507 1,873 Cash, cash equivalents, and restricted cash at beginning of period $ 180,396 $ 81,735 Cash and cash equivalents at end of period $ 63,342 $ 30,889 Restricted cash at end of period 47,900 149,507 Cash, cash equivalents, and restricted cash at end of period $ 111,242 $ 180,396 | ||
Schedule of estimated useful lives | Schedule of estimated useful lives Buildings 40 years Leasehold improvements Lesser of 15 years or lease term Auto and trucks 3 7 years Machinery and equipment 5 10 years Office and safety equipment 3 7 years | ||
Schedule of Investments | Schedule of Investments As of (Amounts in thousands) December 31, December 31, Investments in unconsolidated entities (equity method) $ 103,610 $ 96,373 Investments in limited liability companies 1,926 1,339 Investments, noncurrent 3,925 2,575 Investments $ 109,461 $ 100,287 |
Common Stock Subject to Possi_2
Common Stock Subject to Possible Redemption (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Common Stock Subject To Possible Redemption | |
Common Stock Subject to Possible Redemption | Gross Proceeds $ 276,000,000 Less: Proceeds allocated to public warrants (12,834,000 ) Common stock issuance cost (15,660,526 ) Plus: Accretion of carrying value to redemption value 32,634,526 Common Stock subject to possible redemption, December 31, 2021 $ 280,140,000 Accretion – increase in redemption value of common stock subject to redemption 1,242,502 Common Stock subject to possible redemption, September 30, 2022 $ 281,382,502 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | Description Quoted Significant Significant Assets: Investments held in Trust Account – Money Market Fund $ 281,506,666 $ - $ - December 31, 2021 Description Quoted Significant Significant Assets: Investments held in Trust Account – Money Market Fund $ 280,164,163 $ - $ - |
Southland Holding Llc [Member] | |
Schedule of Fair value, assets measured on recurring basis | Schedule of Fair value, assets measured on recurring basis As of September 30, 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 3,345 — — 3,345 Total noncurrent 3,345 — — 3,345 Overall Total $ 3,353 $ 8 $ — $ 3,345 As of December 31, 2021 (Amounts in thousands) Fair Value Level 1 Level 2 Level 3 Marketable Securities Common Stocks $ 12 $ 12 $ — $ — Total 12 12 — — Investments Noncurrent Private Equity 3,925 — — 3,925 Total noncurrent 3,925 — — 3,925 Overall Total $ 3,937 $ 12 $ — $ 3,925 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Southland Holdings Llc [Member] | |
Schedule of Assets Acquired and Liabilities Assumed | Schedule of Assets Acquired and Liabilities Assumed Assets Acquired and Liabilities Assumed as of: (Amounts in thousands) September 30, Cash and cash equivalents $ 9,133 Restricted cash 99,978 Receivables contract 59,231 Accounts receivable, net 137,743 Investments 95,022 Costs to fulfill contract, net 1,654 Other current assets 4,128 Property and equipment, net 20,520 Intangible assets, net of accumulated amortization 5,913 Other noncurrent assets 159 Accounts Payable (32,145 ) Other noncurrent liabilities (6,473 ) Accrued Liabilities (88,245 ) Contract Liabilities (286,238 ) Deferred tax liabilities (380 ) Total identifiable net assets $ 20,000 |
Investment in Joint Ventures (T
Investment in Joint Ventures (Tables) - Southland Holdings Llc [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of noncontrolled Joint ventures | Schedule of noncontrolled joint ventures As of and for the year ended December 31, 2021 (Amounts in thousands) 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 ) As of and for the year ended December 31, 2020 (Amounts in thousands) Assets Liabilities Revenues Income (loss) FCBC $ 3,872 $ 18,792 $ — $ 1 TZC 570,780 62,996 6,536 (67 ) EHW 794 (30 ) — — |
American Bridge [Member] | |
Schedule of noncontrolled Joint ventures | Schedule of noncontrolled joint ventures As of and for the year ended December 31, 2021 (Amounts in thousands) 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 As of and for the year ended December 31, 2020 (Amounts in thousands) Revenue Income (loss) Equity FCBC $ — $ 1 $ (4,178 ) TZC 1,525 (16 ) 100,263 EHW — — 288 Total $ 1,525 $ (15 ) $ 96,373 |
Oscar Renda Contracting Of Canada Inc [Member] | |
Schedule of noncontrolled Joint ventures | Schedule of noncontrolled Joint ventures As of and for the year ended December 31, 2021 (Amounts in thousands) 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, 2021. As of and for the year ended December 31, 2021 (Amounts in thousands) Revenue Income Equity RRSGP $ 8,762 $ 1,752 $ 1,739 |
Fair Value of Investments (Tabl
Fair Value of Investments (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule of Assets measured at fair value on a recurring basis | Description Quoted Significant Significant Assets: Investments held in Trust Account – Money Market Fund $ 281,506,666 $ - $ - December 31, 2021 Description Quoted Significant Significant Assets: Investments held in Trust Account – Money Market Fund $ 280,164,163 $ - $ - | |
Southland Holdings Llc [Member] | ||
Schedule of Fair values of investments measured on a recurring basis | Schedule of Fair values of investments measured on a recurring basis As of December 31, 2021 (Amounts in thousands) Fair Value Level 1 Level 2 Level 3 Marketable Securities Common Stocks $ 12 $ 12 $ — $ — Total 12 12 — — Investments Noncurrent Private Equity 3,925 — — 3,925 Total noncurrent 3,925 — — 3,925 Overall Total $ 3,937 $ 12 $ — $ 3,925 As of December 31, 2020 (Amounts in thousands) Fair Value Level 1 Level 2 Level 3 Investments Noncurrent Private Equity $ 2,575 $ — $ — $ 2,575 Total 2,575 — — 2,575 Overall Total $ 2,575 $ — $ — $ 2,575 | |
Schedule of Assets measured at fair value on a recurring basis | Schedule of Assets measured at fair value on a recurring basis (Amounts in thousands) Private Equity Total Balance January 1, 2021 $ 2,575 $ 2,575 Total gains (losses) (realized / unrealized): In Earnings: 1,134 1,134 Purchases, issuances, and sales: Purchases 391 391 Sales (175 ) (175 ) Balance December 31, 2021 $ 3,925 $ 3,925 (Amounts in thousands) Private Equity Total Balance January 1, 2020 $ 2,231 $ 2,231 Total gains (losses) (realized / unrealized): In Earnings: (133 ) (133 ) Purchases, issuances, and sales: Purchases 611 611 Sales (134 ) (134 ) Balance December 31, 2020 $ 2,575 $ 2,575 |
Investing Activities (Tables)
Investing Activities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Southland Holdings Llc [Member] | |
Schedule of Marketable Securities | Schedule of Marketable Securities (Amounts in thousands) Amortized Costs Net gains Fair value Common stocks $ — $ 12 $ 12 Total $ — $ 12 $ 12 We did not have any current marketable securities as of December 31, 2020. Cost and fair value of noncurrent marketable securities as of December 31, 2021, and December 31, 2020, was as follows: (Amounts in thousands) Amortized Costs Net gains Fair value Private equity $ 1,615 $ 2,310 $ 3,925 Total $ 1,615 $ 2,310 $ 3,925 (Amounts in thousands) Amortized Costs Net gains Fair value Private equity $ 1,399 $ 1,176 $ 2,575 Total $ 1,399 $ 1,176 $ 2,575 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Southland Holdings Llc [Member] | ||
Schedule of segment gross profit | Schedule of segment revenue Year Ended (Amounts in thousands) December 31, 2021 December 31, 2020 December 31, 2019 Segment Revenue % of Total Revenue Revenue % of Total Revenue Revenue % of Total Revenue Civil $ 391,629 30.6 % $ 368,588 34.8 % $ 423,698 40.4 % Transportation 887,557 69.4 % 689,348 65.2 % 623,978 59.6 % Total revenue $ 1,279,186 100.0 % $ 1,057,936 100.0 % $ 1,047,676 100.0 % | |
Schedule of segment gross profit | Schedule of segment gross profit Year Ended (Amounts in thousands) December 31, 2021 December 31, 2020 December 31, 2019 Segment Gross Profit % of Segment Revenue Gross Profit % of Segment Revenue Gross Profit % of Segment Revenue Civil $ 40,913 10.4 % $ 58,314 15.8 % $ 21,875 5.2 % Transportation 73,275 8.3 % 35,086 5.1 % 58,629 9.4 % Gross profit $ 114,188 8.9 % $ 93,400 8.8 % $ 80,504 7.7 % | |
Southland Holding Llc [Member] | ||
Schedule of segment gross profit | Schedule of segment revenue Nine Months Ended (Amounts in thousands) September 30, 2022 September 30, 2021 Segment Revenue % of Total Revenue Revenue % of Total Revenue Civil $ 221,303 25.5 % $ 293,282 32.0 % Transportation 645,324 74.5 % 622,278 68.0 % Total revenue $ 866,627 100.0 % $ 915,560 100.0 % Segment Gross Profit Gross profit by segment for the months ended 30, 2022, and 30, 2021, was as follows: Schedule of segment gross profit Nine Months Ended (Amounts in thousands) September 30, 2022 September 30, 2021 Segment Gross Profit % of Segment Revenue Gross Profit % of Segment Revenue Civil $ 28,315 12.8 % $ 42,713 14.6 % Transportation 76,763 11.9 % 31,897 5.1 % Gross profit $ 105,078 12.1 % $ 74,610 8.1 % | |
Schedule of segment gross profit | Schedule of segment gross profit Nine Months Ended (Amounts in thousands) September 30, 2022 September 30, 2021 Segment Gross Profit % of Segment Revenue Gross Profit % of Segment Revenue Civil $ 28,315 12.8 % $ 42,713 14.6 % Transportation 76,763 11.9 % 31,897 5.1 % Gross profit $ 105,078 12.1 % $ 74,610 8.1 % |
Cost and Estimated Earnings o_2
Cost and Estimated Earnings on Uncompleted Contracts (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Southland Holdings Llc [Member] | ||
Schedule of Costs and estimated earnings on uncompleted contracts | Schedule of Contract assets (Amounts in thousands) December 31, December 31, Costs in excess of billings $ 356,495 $ 344,371 Costs to fulfill contracts, net 18,128 27,989 Contract assets $ 374,624 $ 372,359 | |
Schedule of Costs and estimated earnings on uncompleted contracts | Schedule of Costs and estimated earnings on uncompleted contracts As of (Amounts in thousands) December 31, December 31, Costs incurred on uncompleted contracts $ 7,887,047 $ 6,967,326 Estimated earnings 847,786 679,663 Costs incurred and estimated earnings 8,734,833 7,646,989 Less: billings to date (8,489,624 ) (7,587,370 ) Costs to fulfill contracts, net 18,129 27,988 Net contract position $ 263,338 $ 87,607 | |
Schedule of net contract position | Schedule of net contract position As of (Amounts in thousands) December 31, December 31, Contract assets $ 374,624 $ 372,359 Contract liabilities (111,286 ) (284,752 ) Net contract position $ 263,338 $ 87,607 | |
Schedule of condensed consolidated balance sheets | Schedule of consolidated balance sheets As of (Amounts in thousands) December 31, December 31, December 31, Costs in excess of billings $ 105,102 $ 78,161 $ 39,749 Investments (equity method) 105,124 111,348 — Claims asset total $ 210,226 $ 189,509 $ 39,749 | |
Southland Holding Llc [Member] | ||
Schedule of Costs and estimated earnings on uncompleted contracts | Schedule of Contract assets As of (Amounts in thousands) September 30, December 31, Costs in excess of billings $ 433,513 $ 356,495 Costs to fulfill contracts, net 14,036 18,129 Contract assets $ 447,549 $ 374,624 Costs and estimated earnings on uncompleted contracts were as follows as of September 30, 2022, and December 31, 2021: Schedule of Costs and estimated earnings on uncompleted contracts As of (Amounts in thousands) September 30, December 31, Costs incurred on uncompleted contracts $ 8,269,932 $ 7,887,047 Estimated earnings 935,878 847,786 Costs incurred and estimated earnings 9,205,810 8,734,833 Less: billings to date (8,854,227 ) (8,489,624 ) Costs to fulfill contracts, net 14,036 18,129 Net contract position $ 365,619 $ 263,338 | |
Schedule of Costs and estimated earnings on uncompleted contracts | Schedule of Costs and estimated earnings on uncompleted contracts As of (Amounts in thousands) September 30, December 31, Costs incurred on uncompleted contracts $ 8,269,932 $ 7,887,047 Estimated earnings 935,878 847,786 Costs incurred and estimated earnings 9,205,810 8,734,833 Less: billings to date (8,854,227 ) (8,489,624 ) Costs to fulfill contracts, net 14,036 18,129 Net contract position $ 365,619 $ 263,338 | |
Schedule of net contract position | Schedule of net contract position As of (Amounts in thousands) September 30, December 31, Contract assets $ 447,549 $ 374,624 Contract liabilities (81,930 ) (111,286 ) Net contract position $ 365,619 $ 263,338 | |
Schedule of condensed consolidated balance sheets | Schedule of condensed consolidated balance sheets (Amounts in thousands) September 30, December 31, Costs in excess of billings $ 122,865 $ 105,102 Investments 104,654 105,124 Claims asset total $ 227,519 $ 210,226 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Southland Holdings Llc [Member] | |
Schedule of property and equipment | Schedule of property and equipment As of (Amounts in thousands) December 31, December 31, Land $ 6,296 $ 7,618 Buildings 33,642 25,596 Auto and trucks 29,343 30,350 Machinery and equipment 291,889 287,174 Assets in progress 15,427 17,516 Office and safety equipment 1,244 374 Property and equipment, at cost 377,841 368,628 Less: accumulated depreciation (221,810 ) (185,872 ) Property and equipment, net $ 156,031 $ 182,756 |
Intangibles (Tables)
Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Southland Holdings Llc [Member] | |
Schedule of intangible assets | Schedule of intangible assets (Amounts in thousands; except years) Weighted-Average Remaining Amortization Period (Years) Gross Carrying Value Accumulated Amortization Net Carrying Value Indefinite-lived intangible assets: Trademarks $ 1,180 $ — $ 1,180 Finite-lived intangible assets: Backlog 1.7 4,732 2,697 2,035 Total intangible assets, net $ 5,912 $ 2,697 $ 3,215 (Amounts in thousands; except years) Weighted-Average Remaining Amortization Period (Years) Gross Carrying Value Accumulated Amortization Net Carrying Value Indefinite-lived intangible assets: Trademarks $ 1,180 $ — $ 1,180 Finite-lived intangible assets: Backlog 2.7 4,732 898 3,834 Total intangible assets, net $ 5,912 $ 898 $ 5,014 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) - Southland Holdings Llc [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of long term debt and credit facilities | Schedule of long term debt and credit facilities As of (Amounts in thousands) December 31, December 31, Secured notes $ 215,622 $ 159,418 Mortgage notes 1,089 2,038 Revolving credit facility 20,000 35,000 Equipment notes 540 2,627 Total debt 237,251 199,083 Unamortized deferred financing costs (321 ) (746 ) Total debt, net 236,930 198,337 Current portion 41,333 35,652 Total long-term debt $ 195,597 $ 162,685 |
Schedule of maturities of long term debt | Schedule of maturities of long term debt Year Ended (Amounts in thousands) December 31, 2022 $ 41,333 2023 64,574 2024 42,459 2025 49,242 2026 26,010 Thereafter 13,312 Total $ 236,930 |
Leases (Tables)
Leases (Tables) - Southland Holdings Llc [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of components of lease cost | Schedule of components of lease cost For the Year Ended (Amounts in thousands) December 31, December 31, December 31, Finance leases Amortization of finance leases $ 4,912 $ 4,538 $ 39 Interest on lease liabilities 749 856 8 Total finance lease cost 5,661 5,394 47 Operating lease cost 18,962 12,119 8,596 Short-term lease cost 21,134 18,072 10,413 Total lease cost $ 45,757 $ 35,585 $ 19,056 |
Schedule of other information related to lease | Schedule of other information related to lease Year Ended (Amounts in thousands) December 31, December 31, December 31, Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 18,946 $ 12,164 $ 8,711 Financing cash flows for finance leases 749 856 8 Operating cash flows for finance leases 4,717 4,124 5,515 Operating leases ROU assets obtained in exchange for lease liabilities 12,391 12,854 9,699 Finance leases ROU assets obtained in exchange for lease liabilities 3,660 22,479 259 Additional information related to our operating leases for the year ended December 31, 2021, is as follows: Weighted average remaining lease term (in years) 1.5 Weighted average discount rate 3.00 % Additional information related to our finance leases for the year ended December 31, 2021, is as follows: Weighted average remaining lease term (in years) 2.4 Weighted average discount rate 3.66 % |
Schedule of operating and finance lease | Schedule of operating and finance lease Year Ended (Amounts in thousands) December 31, December 31, Operating leases Operating lease right-of-use assets $ 15,816 $ 21,807 Short-term operating lease liabilities 11,891 13,642 Long-term operating lease liabilities 3,430 7,654 Total operating lease liabilities 15,321 21,296 Finance leases Property and equipment 26,243 23,150 Accumulated amortization (9,770 ) (4,900 ) Property and equipment, net 16,473 18,250 Short-term lease liabilities 8,157 4,689 Long-term lease liabilities 10,066 14,591 Total finance lease liabilities $ 18,223 $ 19,280 |
Schedule of lease maturity | Schedule of lease maturity Year Ended (Amounts in thousands) Finance Leases Operating Leases Total 2022 $ 8,726 $ 12,141 $ 20,867 2023 5,067 2,548 7,615 2024 5,038 627 5,665 2025 419 240 659 2026 — 93 93 Thereafter — — — Total 19,250 15,649 34,899 Less: present value discount (1,027 ) (327 ) (1,354 ) Lease liability $ 18,223 $ 15,322 $ 33,545 |
Income Taxes (Tables)
Income Taxes (Tables) - Southland Holdings Llc [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of reconciliation federal statutory rate | Schedule of reconciliation federal statutory rate Year ended (Amounts in thousands) December 31, December 31, December 31, Current income tax Federal $ 7,481 $ 6,725 $ 56 State 1,125 2,907 785 Foreign 2,092 (433 ) 3,347 Deferred income tax Federal 18,330 (12,499 ) 635 State 2,421 (2,434 ) — Foreign (1,798 ) 2,077 (2,545 ) Valuation allowance (18,706 ) 13,063 — Total tax expense $ 10,945 $ 9,406 $ 2,278 |
Schedule of tax expense | Schedule of tax expense Year ended (Amounts in thousands) December 31, December 31, December 31, Statutory rate $ 11,020 $ 8,307 $ 6,867 Untaxable earnings 12,073 (320 ) (4,750 ) State income taxes net of federal benefit 3,911 (457 ) 578 Change in valuation allowances (18,706 ) 13,063 — Effect of foreign income taxes (327 ) 4,358 266 Effect of uncertain tax positions 2,709 — — Ratable allocation related to acquisition — (19,608 ) — Prior year true-ups — 5,191 — Other 265 (1,128 ) (683 ) Income tax expense $ 10,945 $ 9,406 $ 2,278 |
Schedule of Effective Income Tax Rate Reconciliation | Schedule of Effective Income Tax Rate Reconciliation Year ended (Amounts in thousands) December 31, December 31, December 31, Statutory rate 21.0 % 21.0 % 21.0 % Untaxable earnings 23.0 % (0.8 )% (14.5 )% State income taxes net of federal benefit 7.5 % (1.2 )% 1.8 % Change in valuation allowances (35.6 )% 33.0 % — % Effect of foreign income taxes (0.6 )% 11.0 % 0.8 % Effect of uncertain tax positions 5.2 % — % — % Ratable allocation related to acquisition — % (49.6 )% — % Prior year true-ups — % 13.2 % — % Other 0.5 % (2.8 )% (2.1 )% Income tax expense 20.9 % 23.8 % 7.0 % |
Schedule of deferred income tax assets and deferred tax liabilities | Schedule of deferred income tax assets and deferred tax liabilities Year ended (Amounts in thousands) December 31, December 31, Deferred tax assets: Federal net operating loss carryforwards $ 23,041 $ 20,956 Deferred compensation 2,032 2,512 Lease liability 3,754 5,218 Income from surety 5,861 24,993 Other 1,435 1,793 Total deferred tax assets 36,123 55,472 Valuation allowance (23,111 ) (41,817 ) Deferred tax liabilities: Property and equipment (6,575 ) (5,606 ) Passthrough income / joint ventures (2,945 ) (2,815 ) ROU asset (3,875 ) (5,343 ) Intangible assets and other (5,579 ) (6,125 ) Total deferred tax liabilities (18,974 ) (19,889 ) Net deferred tax liabilities $ (5,962 ) $ (6,234 ) |
Schedule of uncertain tax positions | Schedule of uncertain tax positions Year ended (Amounts in thousands) December 31, December 31, Balance at beginning of period $ — $ — Additions to current year tax positions 2,708 — Balance at end of period $ 2,708 $ — |
Multiemployer Plans (Tables)
Multiemployer Plans (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Southland Holdings Llc [Member] | ||
Schedule of multiemployer plans | Schedule of multiemployer plans Plan EIN/ Pension Plan # Reporting Period Pension Protection Act Zone Status - 2021 (a) Pension Protection Act Zone Status 2020 (a) FIP/RP Status Pending / Implemented (b) 2021 Contributions (Amounts in thousands) 2020 Contributions (Amounts in thousands) Surcharge Imposed Expiration Date of CBA A 91-6123688 7/1/2020 - 6/30/2021 G G No $ 2,564 $ 608 No 6/30/2022 B 91-6028571 1/1/2020 - 12/31/2020 G Non-reply No 616 143 No 5/31/2022 C 91-6029051 1/1/2020 - 12/31/2020 G G No 507 116 No 5/31/2022 D 51-6102576 1/1/2020 - 12/31/2020 G G FIP Implemented 519 104 No 6/30/2022 E 13-1809825 1/1/2021 - 12/31/2020 G G No 324 79 No 4/30/2026 F 43-6108379 4/1/2020 - 3/31/2021 G G No 77 60 No 4/30/2026 G 95-6042866 6/1/2020 - 5/31/2021 G No 87 — No 6/30/2022 H 25-1283169 1/1/2021 - 12/31/2021 G No 70 — No 3/31/2022 I 11-6245313 3/1/2020 - 2/28/2021 R FIP Implemented 225 — No 6/30/2022 J 51-0174276 7/1/2020 - 6/30/2021 G No — 55 No 6/30/2021 K 43-6130595 2/1/2020 - 1/31/2021 G No — 45 No 3/31/2021 L 15-0614642 4/1/2020 - 3/31/2021 R RP Implemented — — No 6/30/2021 All Others 868 297 No Various $ 5,857 $ 1,507 | |
Southland Holding Llc [Member] | ||
Schedule of cash and cash equivalents | Schedule of cash and cash equivalents (Amounts in thousands) September 30, December 31, Cash and cash equivalents at beginning of period $ 63,342 $ 30,889 Restricted cash at beginning of period 47,900 149,507 Cash, cash equivalents, and restricted cash at beginning of period $ 111,242 180,396 Cash and cash equivalents at end of period $ 43,306 $ 63,342 Restricted cash at end of period 14,218 47,900 Cash, cash equivalents, and restricted cash at end of period $ 57,524 111,242 |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Southland Holdings Llc [Member] | |
Schedule of related party transactions | Schedule of related party transactions As of Description Balance sheet classification December 31, December 31, Accounts receivable from employees Accounts receivable, net $ 177 $ 1,433 Accounts receivable from officers Accounts receivable, net 2,693 2,793 Accounts receivable from related parties Accounts receivable, net 1,347 1,348 Accounts receivable from the preferred stockholders Other noncurrent assets 128 766 Notes payable due to Southland Holdings Members Long-term debt 8,912 8,786 Amounts due to collaborative arrangement Accrued liabilities 19,030 18,477 Total related party transactions $ 32,287 $ 33,603 |
Remaining Unsatisfied Perform_2
Remaining Unsatisfied Performance Obligations (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Southland Holdings Llc [Member] | ||
Schedule of remaining unsatisfied performance obligations | Schedule of remaining unsatisfied performance obligations (Amounts in thousands) Backlog Balance: December 31, 2019 $ 2,283,716 New contracts, change orders, and adjustments 1,641,629 Gross backlog 3,925,345 Less: contract revenue recognized in 2020 (1,027,964 ) Balance: December 31, 2020 $ 2,897,381 New contracts, change orders, and adjustments 592,393 Gross backlog 3,489,774 Less: contract revenue recognized in 2021 (1,271,201 ) Balance December 31, 2021 $ 2,218,573 | |
Southland Holding Llc [Member] | ||
Schedule shows a reconciliation of backlog | Schedule shows a reconciliation of backlog (Amounts in thousands) Backlog Balance December 31, 2021 $ 2,218,573 New contracts, change orders, and adjustments 1,018,825 Gross backlog 3,237,398 Less: contract revenue recognized in 2022 (866,977 ) Balance September 30, 2022 $ 2,370,421 |
Noncontrolling Interests Hold_2
Noncontrolling Interests Holders (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Southland Holdings Llc [Member] | |
Noncontrolling Interest [Line Items] | |
Schedule of revenue net income loss attributable noncontrolling interests | Schedule of revenue net income loss attributable noncontrolling interests Year Ended December 31, December 31, December 31, Revenue $ 318,747 $ 512,353 $ 569,981 Net income (loss) attributable to noncontrolling interests 2,810 (3,516 ) (22 ) |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Southland Holding Llc [Member] | |
Schedule of long term debt | Schedule of long term debt As of (Amounts in thousands) September 30, December 31, Secured notes $ 188,592 $ 215,622 Mortgage notes 949 1,089 Revolving credit facility 75,000 20,000 Equipment notes 111 540 Total debt 264,652 237,251 Unamortized deferred financing costs (261 ) (321 ) Total debt, net 264,391 236,930 Current portion 44,678 41,333 Total long-term debt $ 219,713 195,597 |
Organization and Plan of Busi_2
Organization and Plan of Business Operations (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | |||
Dec. 01, 2021 | Nov. 29, 2021 | Nov. 24, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | May 25, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Transaction costs | $ 15,660,526 | $ 13,680,526 | $ 13,680,526 | |||
Underwriting fees | 5,520,000 | 4,800,000 | 4,800,000 | |||
Deferred underwriting fees | $ 9,660,000 | 8,400,000 | 8,400,000 | |||
Other offering costs | 480,526 | $ 480,526 | ||||
Total deposited in trust account | 36,540,000 | |||||
Proceeds from held in trust account | $ 280,140,000 | |||||
Trust account description | Public Offering, the over-allotment and the private placement, $280,140,000 ($10.15 per Unit) from the net proceeds of the sale of the Units in the Public Offering and the sale of the Placement Units was placed in a trust account (the “Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination; (ii) the redemption of any Public Shares in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if it does not complete an initial Business Combination within 15 months from the consummation of the Public Offering (or 18 months from the closing of the Public Offering if the Company has executed a definitive agreement for a Business Combination within such 15-month period) (the “Combination Period”); or (iii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to pay the Company’s tax obligations, if the Company is unable to complete an initial Business Combination within the Combination Period or upon any earlier liquidation of the Company. | Initial Public Offering, the over-allotment and the Private Placement, $280,140,000 ($10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the consummation of a Business Combination; (ii) the redemption of any shares sold in the Initial Public Offering (“Public Shares”) in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if it does not complete an initial Business Combination within 18 months from the closing of the Initial Public Offering (the “Combination Period”); or (iii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to pay | ||||
Percentage of asset held in trust account | 80% | 80% | ||||
Business combination, percentage of voting securities | 50% | 50% | ||||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | ||||
Tax obligations | 100,000 | 100,000 | ||||
Cash | 1,100,031 | 422,073 | ||||
Working capital | 1,432,742 | 506,419 | ||||
Payment of initial stockholder | 25,000 | 25,000 | ||||
Working capital loan outstanding | 0 | 0 | ||||
Common Stock, No Par Value | $ 0.0001 | |||||
Chief S P A C Officer [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Notes payable related parties | 65,000 | 31,500 | ||||
Founder Shares [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Notes payable related parties | $ 65,000 | $ 65,000 | ||||
IPO [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares issued in transaction (in Shares) | 24,000,000 | |||||
Sale of stock price | $ 10 | |||||
Proceeds amount | $ 240,000,000 | |||||
Private Placement [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares issued in transaction (in Shares) | 126,000 | 1,045,500 | ||||
Sale of stock price | $ 10 | $ 10 | ||||
Proceeds amount | $ 1,260,000 | $ 10,450,000 | ||||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares issued in transaction (in Shares) | 3,600,000 | |||||
Sale of stock price | $ 10 | |||||
Proceeds amount | $ 36,000,000 | |||||
Repurchase of additional shares | 3,600,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2020 | |
Southland Holdings Llc [Member] | |||||
Denominator: | |||||
Costs to insure | $ 12,770,000 | $ 21,471,000 | |||
Mobilization costs | 5,358,000 | 6,518,000 | |||
Costs to fulfill contracts, net | 18,128,000 | $ 27,989,000 | |||
Public Shares [Member] | |||||
Numerator: | |||||
Allocation of net income as adjusted | $ 682,304 | $ (68,381) | $ 333,433 | ||
Denominator: | |||||
Basic weighted average shares outstanding | 28,771,000 | 6,260,292 | 28,771,000 | ||
Basic and diluted net loss per common share | $ 0.02 | $ (0.01) | $ 0.01 | ||
Founder Shares [Member] | |||||
Numerator: | |||||
Allocation of net income as adjusted | $ 169,325 | $ (549) | $ (70,057) | $ 82,747 | |
Denominator: | |||||
Basic weighted average shares outstanding | 7,140,000 | 6,240,000 | 6,413,684 | 7,140,000 | |
Basic and diluted net loss per common share | $ 0.02 | $ 0 | $ (0.01) | $ 0.01 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Product Information [Line Items] | |||||
Cash equivalents | $ 0 | $ 0 | $ 0 | ||
Unrecognized tax benefits | 0 | 0 | 0 | ||
Accrued interest and penalties | 0 | 0 | 0 | ||
FDIC insure limits | $ 250,000 | $ 250,000 | $ 250,000 | ||
Temporary Equity, Shares At Redemption | 27,600,000 | 27,600,000 | 27,600,000 | ||
Southland Holdings Llc [Member] | |||||
Product Information [Line Items] | |||||
Unrecognized tax benefits | $ 2,708 | $ 2,708 | |||
Net asset of foreign operations, percentage | 18% | 18% | 9% | ||
Concentration Risk, percentage | 18% | 17% | 4% | ||
Mobilization and costs to insure contracts | $ 18,900,000 | $ 17,200,000 | $ 25,600,000 | ||
Outstanding retainage receivables net | $ 57,500,000 | 57,500,000 | |||
Allowance for doubtful accounts | 3,000,000 | 3,000,000 | 3,000,000 | ||
Inventory | 10,400,000 | 10,400,000 | 10,200,000 | ||
Amortization expense | 1,800,000 | 900,000 | $ 0 | ||
Compensation, general liability, and auto insurance | 300,000 | 300,000 | |||
Insurance claim | 2,000,000 | 2,000,000 | |||
Self insurance reserves | 12,100,000 | 12,100,000 | 13,200,000 | ||
Accrued interest and penalties liability | $ 0 | $ 0 | $ 0 | ||
Southland Holdings Llc [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | Five Customers [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, percentage | 42% | 40% | |||
Southland Holdings Llc [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, percentage | 14% | ||||
Southland Holdings Llc [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Five Customers [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, percentage | 9% | 4% | 4% | ||
Southland Holdings Llc [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Five Customers [Member] | TEXAS | |||||
Product Information [Line Items] | |||||
Concentration Risk, percentage | 26.90% | 37.70% | 29.70% | ||
Southland Holdings Llc [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Five Customers [Member] | FLORIDA | |||||
Product Information [Line Items] | |||||
Concentration Risk, percentage | 18.10% | 10.80% | 22% | ||
Private Placement [Member] | |||||
Product Information [Line Items] | |||||
Warrants sold | 27,600,000 | 14,385,000 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - USD ($) | 1 Months Ended | |
Dec. 01, 2021 | Nov. 24, 2021 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares sold | 24,000,000 | |
Sale price | $ 10 | |
Exercise price | $ 11.50 | |
Proceeds amount | $ 240,000,000 | |
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares sold | 3,600,000 | |
Sale price | $ 10 | |
Proceeds amount | $ 36,000,000 |
Private Placement (Details Narr
Private Placement (Details Narrative) - Private Placement [Member] - USD ($) | 1 Months Ended | |
Dec. 01, 2021 | Nov. 24, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||
Shares issued in transaction (in Shares) | 126,000 | 1,045,000 |
Sale of stock price | $ 10 | $ 10 |
Proceeds amount | $ 1,260,000 | $ 10,450,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Dec. 01, 2021 | Nov. 05, 2021 | Nov. 22, 2021 | Aug. 23, 2021 | Jul. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | ||||||||
Dividends payable (in Dollars per share) | $ 0.2 | |||||||
Stock Issued During Period, Shares | 7,140,000 | |||||||
Common stock subject to forfeiture | $ 900,000 | |||||||
Service fee | $ 45,000 | $ 19,500 | $ 135,000 | |||||
Principal amount unsecured promissory note | $ 31,500 | $ 65,000 | 96,500 | |||||
Working capital loan outstanding | $ 0 | 0 | 0 | |||||
Founder Shares [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock Issued During Period, Shares | 6,900,000 | |||||||
Representative Shares [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock Issued During Period, Shares | 240,000 | |||||||
Founder Shares [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock repurchased during period, shares | 5,750,000 | |||||||
Stock repurchased during period, value | $ 25,000 | |||||||
Crescendo Advisors I I L L C [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Services per month | $ 15,000 | $ 15,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 01, 2021 | Nov. 29, 2021 | Nov. 24, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Percentage of cash underwritng commission | 2% | 2% | ||||
Proceed from public offering | $ 276,000,000 | $ 276,000,000 | ||||
Percentage of underwriting deferred Commission | 3.50% | 3.50% | ||||
Underwriting fees | $ 5,520,000 | |||||
Deferred underwriting fees | $ 9,660,000 | $ 8,400,000 | $ 8,400,000 | |||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Repurchase of additional shares | 3,600,000 | |||||
Sale an additional units (in Shares) | 3,600,000 | |||||
Price per share | $ 10 | |||||
Sale an additional units (in Amount) | $ 36,000,000 | |||||
Private Placement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Sale an additional units (in Shares) | 126,000 | 1,045,500 | ||||
Price per share | $ 10 | $ 10 | ||||
Sale an additional units (in Amount) | $ 1,260,000 | $ 10,450,000 | ||||
Underwriting Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Proceed from public offering | $ 4,800,000 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Nov. 22, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | ||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Preferred Stock, Par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares Issued | 0 | 0 | |||
Preferred stock, shares Outstanding | 0 | 0 | |||
Common stock, shares authorized | 50,000,000 | 50,000,000 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common shares subject to possible redemption | 27,600,000 | 27,600,000 | |||
Dividends payable (in Dollars per share) | $ 0.2 | ||||
Stock issued during the period, shares | 7,140,000 | ||||
Issuance of representative shares, value | $ 25,000 | $ 25,000 | [1],[2] | ||
Public warrants outstanding | 13,800,000 | 13,800,000 | |||
Private warrants outstanding | 585,500 | 522,500 | |||
Warrants exercise price | $ 11.50 | $ 11.50 | |||
Warrants term | 5 years | ||||
Excess Stock, Shares Issued | 35,911,000 | ||||
Excess Stock, Shares Outstanding | 35,911,000 | ||||
Representative Shares [Member] | |||||
Class of Stock [Line Items] | |||||
Shares issued during period, shares | 240,000 | 240,000 | |||
Stock issued during the period, shares | 240,000 | ||||
Issuance of representative shares, value | $ 870 | ||||
Founder Shares [Member] | |||||
Class of Stock [Line Items] | |||||
Shares issued during period, shares | 6,900,000 | 6,900,000 | |||
Stock issued during the period, shares | 6,900,000 | ||||
Public Shares [Member] | |||||
Class of Stock [Line Items] | |||||
Shares issued during period, shares | 27,600,000 | 27,600,000 | |||
Private Units [Member] | |||||
Class of Stock [Line Items] | |||||
Shares issued during period, shares | 1,171,000 | 1,171,000 | |||
[1]On November 22, 2021, the Company effected a stock dividend of 0.2 shares for each outstanding, resulting in 6,900,000 founders shares and 240,000 representative shares, totaling 7,140,000 shares issued and outstanding (Note 7).[2]This number includes an aggregate of 900,000 shares of common stock subject to forfeiture by the initial stockholder to the extent that the underwriters’ over-allotment option is not exercised in full (Note 7). The underwriters fully exercised their over-allotment option on November 29, 2021; as a result, 900,000 shares were no longer subject to forfeiture. |
Common Stock Subject to Possi_3
Common Stock Subject to Possible Redemption (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Common Stock Subject To Possible Redemption | ||||
Gross proceeds | $ 276,000,000 | $ 276,000,000 | ||
Proceeds allocated to public warrants | (12,834,000) | |||
Common stock issuance cost | (15,660,526) | |||
Accretion of carrying value to redemption value | $ 32,634,526 | 32,634,526 | ||
Common Stock subject to possible redemption | $ 281,382,502 | $ 280,140,000 | ||
Accretion - increase in redemption value of common stock subject to redemption | $ 1,087,272 | $ 1,242,502 |
Common Stock Subject to Possi_4
Common Stock Subject to Possible Redemption (Details Narrative) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Common Stock Subject To Possible Redemption | ||
Temporary Equity, Shares Authorized | 50,000,000 | 50,000,000 |
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Public shares, outstanding | 27,600,000 | 27,600,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account - Money Market Fund | $ 281,506,666 | $ 280,164,163 |
Southland Holding Llc [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 8,000 | 12,000 |
Southland Holding Llc [Member] | Private Equity Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments Noncurrent | 3,345,000 | 3,925,000 |
Southland Holding Llc [Member] | Total Noncurrent [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments Noncurrent | 3,345,000 | 3,925,000 |
Southland Holding Llc [Member] | Overall Total [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments Noncurrent | 3,353,000 | 3,937,000 |
Common Stock [Member] | Southland Holding Llc [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 8,000 | 12,000 |
Fair Value, Inputs, Level 1 [Member] | Southland Holding Llc [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 8,000 | 12,000 |
Fair Value, Inputs, Level 1 [Member] | Southland Holding Llc [Member] | Private Equity Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments Noncurrent | ||
Fair Value, Inputs, Level 1 [Member] | Southland Holding Llc [Member] | Total Noncurrent [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments Noncurrent | ||
Fair Value, Inputs, Level 1 [Member] | Southland Holding Llc [Member] | Overall Total [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments Noncurrent | 8,000 | 12,000 |
Fair Value, Inputs, Level 1 [Member] | Common Stock [Member] | Southland Holding Llc [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 8,000 | 12,000 |
Fair Value, Inputs, Level 2 [Member] | Southland Holding Llc [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | ||
Fair Value, Inputs, Level 2 [Member] | Southland Holding Llc [Member] | Private Equity Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments Noncurrent | ||
Fair Value, Inputs, Level 2 [Member] | Southland Holding Llc [Member] | Total Noncurrent [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments Noncurrent | ||
Fair Value, Inputs, Level 2 [Member] | Southland Holding Llc [Member] | Overall Total [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments Noncurrent | ||
Fair Value, Inputs, Level 2 [Member] | Common Stock [Member] | Southland Holding Llc [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | ||
Fair Value, Inputs, Level 3 [Member] | Southland Holding Llc [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | ||
Fair Value, Inputs, Level 3 [Member] | Southland Holding Llc [Member] | Private Equity Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments Noncurrent | 3,345,000 | 3,925,000 |
Fair Value, Inputs, Level 3 [Member] | Southland Holding Llc [Member] | Total Noncurrent [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments Noncurrent | 3,345,000 | 3,925,000 |
Fair Value, Inputs, Level 3 [Member] | Southland Holding Llc [Member] | Overall Total [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments Noncurrent | 3,345,000 | 3,925,000 |
Fair Value, Inputs, Level 3 [Member] | Common Stock [Member] | Southland Holding Llc [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account - Money Market Fund | 281,506,666 | 280,164,163 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account - Money Market Fund | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account - Money Market Fund |
Merger Agreement (Details Narra
Merger Agreement (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
May 25, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition, Contingent Consideration [Line Items] | |||
Customer Advances and Deposits | $ 50,000,000 | ||
Earnout consideration, shares | 10,344,828 | ||
Subsequent Event [Member] | Base 2022 Target [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Adjusted EBITDA value | $ 145,000,000 | $ 125,000,000 | |
Shares for adjusted EBITDA | 3,448,276 | 3,448,276 | |
Subsequent Event [Member] | Bonus 2022 Target [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Adjusted EBITDA value | $ 165,000,000 | $ 145,000,000 | |
Shares for adjusted EBITDA | 5,172,414 | 5,172,414 | |
Per Membership Interest Merger Consideration [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Converted amount | $ 343,000,000 | ||
Conversion price | $ 10.15 | ||
Earnout Merger Consideration [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Converted amount | $ 105,000,000 | ||
Conversion price | $ 10.15 | ||
Merger Consideration [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Converted amount | $ 50,000,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash and cash equivalents at end of period | $ 1,100,031 | |
Southland Holdings Llc [Member] | ||
Cash and cash equivalents at beginning of period | 30,889,000 | $ 79,862,000 |
Restricted cash at beginning of period | 149,507,000 | 1,873,000 |
Cash, cash equivalents, and restricted cash at beginning of period | 180,396,000 | 81,735,000 |
Cash and cash equivalents at end of period | 63,342,000 | 30,889,000 |
Restricted cash at end of period | 47,900,000 | 149,507,000 |
Cash, cash equivalents, and restricted cash at end of period | $ 111,242,000 | $ 180,396,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details 2) - Southland Holdings Llc [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment | 40 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment | Lesser of 15 years or lease term |
Auto And Trucks [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment | 3 7 years |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment | 5 10 years |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment | 3 7 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details 3) - Southland Holdings Llc [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Investments in unconsolidated entities (equity method) | $ 103,610 | $ 96,373 |
Investments in limited liability companies | 1,926 | 1,339 |
Investments, noncurrent | 3,925 | 2,575 |
Investments | $ 109,461 | $ 100,287 |
Description of Business (Detail
Description of Business (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Oct. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Southland Holdings Llc [Member] | ||||
Remuneration paid percentage | 75% | |||
Remuneration paid | $ 847 | |||
Subsidies | $ 2,500,000 | |||
Labor and related costs. | 2,400,000 | |||
Allowance for Doubtful Accounts, Premiums and Other Receivables | 3,000,000 | $ 3,000,000 | ||
Southland Holding Llc [Member] | ||||
Common stock, par value | $ 0.0001 | |||
Costs related to the transaction | $ 1,900,000 | |||
Allowance for Doubtful Accounts, Premiums and Other Receivables | $ 1,500,000 | $ 3,000,000 |
Business Combinations (Details)
Business Combinations (Details) - Southland Holdings Llc [Member] $ in Thousands | Sep. 30, 2021 USD ($) |
Cash and cash equivalents | $ 9,133 |
Restricted cash | 99,978 |
Receivables contract | 59,231 |
Accounts receivable, net | 137,743 |
Investments | 95,022 |
Costs to fulfill contract, net | 1,654 |
Other current assets | 4,128 |
Property and equipment, net | 20,520 |
Intangible assets, net of accumulated amortization | 5,913 |
Other noncurrent assets | 159 |
Accounts Payable | (32,145) |
Other noncurrent liabilities | (6,473) |
Accrued Liabilities | (88,245) |
Contract Liabilities | (286,238) |
Deferred tax liabilities | (380) |
Total identifiable net assets | $ 20,000 |
Business Combinations (Details
Business Combinations (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Mar. 05, 2021 | |
Business Acquisition [Line Items] | |||||
Cash paid | $ 1,100,031 | $ 422,073 | |||
Southland Holdings Llc [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquired of common stock, percentage | 100% | ||||
Acquired of common stock | $ 20,000,000 | ||||
Selling general and administrative costs | $ 5,000,000 | ||||
Construction costs | 225,000,000 | ||||
Restricted cash and cash equivalents | 35,000,000 | ||||
Sureties contributed | 225,000,000 | ||||
Contract liabilities | 154,000,000 | ||||
Additional contingencies | 71,000,000 | ||||
Revenues | 123,300,000 | $ 49,500,000 | |||
Contract liabilities | 46,300,000 | ||||
Other noncurrent liabilities | 5,800,000 | ||||
Additional contributed | 7,500,000 | ||||
Claim recovery in excess | 15,000,000 | ||||
Fair values of assets acquired and liabilities | $ 225,000,000 | ||||
Non controlling members capital | $ 3,900,000 | ||||
Southland Holdings Llc [Member] | Southland [Member] | |||||
Business Acquisition [Line Items] | |||||
Interest acquired | 150,000 | ||||
Non controlling members capital | 3,800,000 | ||||
Southland Holdings Llc [Member] | Gilgal [Member] | |||||
Business Acquisition [Line Items] | |||||
Interest acquired | 3,800,000 | ||||
Cash paid | $ 150,000 |
Investment in Joint Ventures (D
Investment in Joint Ventures (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2022 | |
Net Investment Income [Line Items] | ||||
Assets | $ 281,680,206 | $ 282,174,574 | ||
Liabilities | 9,743,301 | $ 9,821,489 | ||
Southland Holdings Llc [Member] | ||||
Net Investment Income [Line Items] | ||||
Assets | 1,035,753,000 | $ 1,120,637,000 | ||
Revenues | 1,279,186,000 | 1,057,936,000 | $ 1,047,676,000 | |
Equity | 103,610,000 | 96,373,000 | ||
Liabilities | 733,402,000 | 858,006,000 | ||
Southland Holdings Llc [Member] | American Bridge [Member] | ||||
Net Investment Income [Line Items] | ||||
Revenues | (392,000) | 1,525,000 | ||
Income (loss) | 1,473,000 | (15,000) | ||
Equity | 101,871,000 | 96,373,000 | ||
Liabilities | 45,400,000 | |||
Forth Crossing Bridge Constructors [Member] | Southland Holdings Llc [Member] | ||||
Net Investment Income [Line Items] | ||||
Assets | 2,574,000 | 3,872,000 | ||
Liabilities | 11,419,000 | 18,792,000 | ||
Revenues | 6,380,000 | |||
Income (loss) | 6,019,000 | 1,000 | ||
Forth Crossing Bridge Constructors [Member] | Southland Holdings Llc [Member] | American Bridge [Member] | ||||
Net Investment Income [Line Items] | ||||
Revenues | 1,787,000 | |||
Income (loss) | 1,686,000 | 1,000 | ||
Equity | (2,477,000) | (4,178,000) | ||
Tappan Zee Constructors [Member] | Southland Holdings Llc [Member] | ||||
Net Investment Income [Line Items] | ||||
Assets | 551,074,000 | 570,780,000 | ||
Liabilities | 43,290,000 | 62,996,000 | ||
Revenues | (9,337,000) | 6,536,000 | ||
Income (loss) | (56,000) | (67,000) | ||
Tappan Zee Constructors [Member] | Southland Holdings Llc [Member] | American Bridge [Member] | ||||
Net Investment Income [Line Items] | ||||
Revenues | (2,179,000) | 1,525,000 | ||
Income (loss) | (13,000) | (16,000) | ||
Equity | 104,259,000 | 100,263,000 | ||
E H W [Member] | Southland Holdings Llc [Member] | ||||
Net Investment Income [Line Items] | ||||
Assets | 461,000 | 794,000 | ||
Liabilities | 208,000 | (30,000) | ||
Revenues | ||||
Income (loss) | (5,706,000) | |||
E H W [Member] | Southland Holdings Llc [Member] | American Bridge [Member] | ||||
Net Investment Income [Line Items] | ||||
Revenues | ||||
Income (loss) | (200,000) | |||
Equity | 89,000 | $ 288,000 | ||
Red River Solutions G P [Member] | Southland Holdings Llc [Member] | ||||
Net Investment Income [Line Items] | ||||
Assets | 9,468,000 | |||
Revenues | 17,515,000 | |||
Income (loss) | 3,502,000 | |||
Liabilities | 5,999,000 | |||
Red River Solutions G P [Member] | Southland Holdings Llc [Member] | Oscar Renda Contracting Of Canada Inc [Member] | ||||
Net Investment Income [Line Items] | ||||
Revenues | 8,762,000 | |||
Income (loss) | 1,752,000 | |||
Equity | $ 1,739,000 |
Investment in Joint Ventures _2
Investment in Joint Ventures (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2020 | |
Liability | $ 9,743,301 | $ 9,821,489 | |
Southland Holdings Llc [Member] | |||
Membership in joint venture | 23.33% | ||
Investment | $ 109,461,000 | $ 100,287,000 | |
Liability | $ 733,402,000 | $ 858,006,000 | |
Southland Holdings Llc [Member] | American Bridge [Member] | |||
Partnership interest in the joint venture. | 35% | ||
Liability | $ 45,400,000 | ||
Southland Holdings Llc [Member] | Forth Crossing Bridge Constructors [Member] | |||
Partnership interest in the joint venture. | 28% | ||
Southland Holdings Llc [Member] | Tappan Zee Constructors [Member] | |||
Investment | $ 104,300,000 |
Fair Value of Investments (Deta
Fair Value of Investments (Details) - Southland Holdings Llc [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Marketable Securities | $ 12 | |
Investments Noncurrent | 3,937 | $ 2,575 |
Total Noncurrent [Member] | ||
Investments Noncurrent | 3,925 | 2,575 |
Private Equity Funds [Member] | ||
Investments Noncurrent | 3,925 | 2,575 |
Fair Value, Inputs, Level 1 [Member] | ||
Marketable Securities | 12 | |
Investments Noncurrent | 12 | |
Fair Value, Inputs, Level 1 [Member] | Total Noncurrent [Member] | ||
Investments Noncurrent | ||
Fair Value, Inputs, Level 1 [Member] | Private Equity Funds [Member] | ||
Investments Noncurrent | ||
Fair Value, Inputs, Level 2 [Member] | ||
Marketable Securities | ||
Investments Noncurrent | ||
Fair Value, Inputs, Level 2 [Member] | Total Noncurrent [Member] | ||
Investments Noncurrent | ||
Fair Value, Inputs, Level 2 [Member] | Private Equity Funds [Member] | ||
Investments Noncurrent | ||
Fair Value, Inputs, Level 3 [Member] | ||
Marketable Securities | ||
Investments Noncurrent | 3,925 | 2,575 |
Fair Value, Inputs, Level 3 [Member] | Total Noncurrent [Member] | ||
Investments Noncurrent | 3,925 | 2,575 |
Fair Value, Inputs, Level 3 [Member] | Private Equity Funds [Member] | ||
Investments Noncurrent | 3,925 | $ 2,575 |
Common Stock [Member] | ||
Marketable Securities | 12 | |
Common Stock [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Marketable Securities | 12 | |
Common Stock [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Marketable Securities | ||
Common Stock [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Marketable Securities |
Fair Value of Investments (De_2
Fair Value of Investments (Details 1) - Southland Holdings Llc [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Assets measured at fair value, beginning | $ 2,575 | $ 2,231 |
Earnings | 1,134 | (133) |
Purchases | 391 | 611 |
Sales | (175) | (134) |
Assets measured at fair value, ending | 3,925 | 2,575 |
Private Equity Fund [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Assets measured at fair value, beginning | 2,575 | 2,231 |
Earnings | 1,134 | (133) |
Purchases | 391 | 611 |
Sales | (175) | (134) |
Assets measured at fair value, ending | $ 3,925 | $ 2,575 |
Investing Activities (Details)
Investing Activities (Details) - Southland Holdings Llc [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Amortized Costs | $ 1,399 | |
Net gains | 12 | 1,176 |
Fair value | 12 | 2,575 |
Private Equity Funds [Member] | ||
Amortized Costs | 1,615 | 1,399 |
Net gains | 2,310 | 1,176 |
Fair value | 3,925 | $ 2,575 |
Common Stock [Member] | ||
Amortized Costs | ||
Net gains | 12 | |
Fair value | $ 12 |
Investing Activities (Details N
Investing Activities (Details Narrative) - Southland Holdings Llc [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | |
Noncurrent investments | $ 2,000 | $ 1,600 | |
Net loss of trading securities | $ 200 | $ 1,700 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Southland Holdings Llc [Member] | |||||
Revenue | $ 1,279,186 | $ 1,057,936 | $ 1,047,676 | ||
Revenue, percentage | 100% | 100% | 100% | ||
Southland Holding Llc [Member] | |||||
Revenue | $ 866,627 | $ 915,560 | |||
Revenue, percentage | 100% | 100% | |||
Civil [Member] | Southland Holdings Llc [Member] | |||||
Revenue | $ 391,629 | $ 368,588 | $ 423,698 | ||
Revenue, percentage | 30.60% | 34.80% | 40.40% | ||
Civil [Member] | Southland Holding Llc [Member] | |||||
Revenue | $ 221,303 | $ 293,282 | |||
Revenue, percentage | 25.50% | 32% | |||
Transportation [Member] | Southland Holdings Llc [Member] | |||||
Revenue | $ 887,557 | $ 689,348 | $ 623,978 | ||
Revenue, percentage | 69.40% | 65.20% | 59.60% | ||
Transportation [Member] | Southland Holding Llc [Member] | |||||
Revenue | $ 645,324 | $ 622,278 | |||
Revenue, percentage | 74.50% | 68% |
Revenue (Details 1)
Revenue (Details 1) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Southland Holdings Llc [Member] | |||||
Gross profit | $ 114,188 | $ 93,400 | $ 80,504 | ||
Segment revenue, percentage | 8.90% | 8.80% | 7.70% | ||
Southland Holding Llc [Member] | |||||
Gross profit | $ 105,078 | $ 74,610 | |||
Segment revenue, percentage | 12.10% | 8.10% | |||
Civil [Member] | Southland Holdings Llc [Member] | |||||
Gross profit | $ 40,913 | $ 58,314 | $ 21,875 | ||
Segment revenue, percentage | 10.40% | 15.80% | 5.20% | ||
Civil [Member] | Southland Holding Llc [Member] | |||||
Gross profit | $ 28,315 | $ 42,713 | |||
Segment revenue, percentage | 12.80% | 14.60% | |||
Transportation [Member] | Southland Holdings Llc [Member] | |||||
Gross profit | $ 73,275 | $ 35,086 | $ 58,629 | ||
Segment revenue, percentage | 8.30% | 5.10% | 9.40% | ||
Transportation [Member] | Southland Holding Llc [Member] | |||||
Gross profit | $ 76,763 | $ 31,897 | |||
Segment revenue, percentage | 11.90% | 5.10% |
Revenue (Details Narrative)
Revenue (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Southland Holdings Llc [Member] | |||||
Contract modifications | $ 188,200 | $ 118,100 | |||
Segment revenue, percentage | 8.90% | 8.80% | 7.70% | ||
Southland Holdings Llc [Member] | UNITED STATES | |||||
Segment revenue, percentage | 9% | 4% | 4% | ||
Southland Holding Llc [Member] | |||||
Segment revenue, percentage | 12.10% | 8.10% | |||
Transaction price | $ 224,500 | $ 188,200 | |||
Remaining revenue percentage | 6% | 9% |
Cost and Estimated Earnings o_3
Cost and Estimated Earnings on Uncompleted Contracts (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Southland Holdings Llc [Member] | |||
Costs in excess of billings | $ 356,495 | $ 344,371 | |
Costs to fulfill contracts, net | 18,128 | 27,989 | |
Contract assets | 374,624 | $ 372,359 | |
Southland Holding Llc [Member] | |||
Costs in excess of billings | $ 433,513 | 356,495 | |
Costs to fulfill contracts, net | 14,036 | 18,129 | |
Contract assets | $ 447,549 | $ 374,624 |
Cost and Estimated Earnings o_4
Cost and Estimated Earnings on Uncompleted Contracts (Details 1) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Southland Holdings Llc [Member] | |||
Costs incurred on uncompleted contracts | $ 7,887,047 | $ 6,967,326 | |
Estimated earnings | 847,786 | 679,663 | |
Costs incurred and estimated earnings | 8,734,833 | 7,646,989 | |
Less: billings to date | (8,489,624) | (7,587,370) | |
Costs to fulfill contracts, net | 18,129 | 27,988 | |
Net contract position | 263,338 | 87,607 | |
Net contract position | 263,338 | $ 87,607 | |
Southland Holding Llc [Member] | |||
Costs incurred on uncompleted contracts | $ 8,269,932 | 7,887,047 | |
Estimated earnings | 935,878 | 847,786 | |
Costs incurred and estimated earnings | 9,205,810 | 8,734,833 | |
Less: billings to date | (8,854,227) | (8,489,624) | |
Costs to fulfill contracts, net | 14,036 | 18,129 | |
Net contract position | 365,619 | 263,338 | |
Net contract position | $ 365,619 | $ 263,338 |
Cost and Estimated Earnings o_5
Cost and Estimated Earnings on Uncompleted Contracts (Details 2) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Southland Holdings Llc [Member] | |||
Contract assets | $ 374,624 | $ 372,359 | |
Contract liabilities | (111,286) | (284,752) | |
Net contract position | 263,338 | 87,607 | |
Net contract position | 263,338 | $ 87,607 | |
Southland Holding Llc [Member] | |||
Contract assets | $ 447,549 | 374,624 | |
Contract liabilities | (81,930) | (111,286) | |
Net contract position | 365,619 | 263,338 | |
Net contract position | $ 365,619 | $ 263,338 |
Cost and Estimated Earnings o_6
Cost and Estimated Earnings on Uncompleted Contracts (Details 3) - Southland Holdings Llc [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Costs in excess of billings | $ 105,102 | $ 78,161 | $ 39,749 |
Investments (equity method) | 105,124 | 111,348 | |
Claims asset total | $ 210,226 | $ 189,509 | $ 39,749 |
Cost and Estimated Earnings o_7
Cost and Estimated Earnings on Uncompleted Contracts (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jan. 02, 2022 | Jan. 02, 2021 | Dec. 31, 2020 | Jan. 02, 2020 | Dec. 31, 2019 | |
Southland Holdings Llc [Member] | ||||||||
Claims | $ 210,200 | $ 189,500 | $ 39,700 | |||||
Contract with customer, liability | $ 284,800 | $ 73,500 | ||||||
Contract with Customer, liability, revenue recognized | 161,600 | |||||||
Southland Holding Llc [Member] | ||||||||
Claims | $ 227,500 | $ 210,200 | ||||||
Contract with customer, liability | $ 111,300 | $ 284,800 | ||||||
Contract with Customer, liability, revenue recognized | $ 104,900 | $ 163,200 |
Property and Equipment (Details
Property and Equipment (Details) - Southland Holdings Llc [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 377,841 | $ 368,628 |
Less: accumulated depreciation | (221,810) | (185,872) |
Property and equipment, net | 156,031 | 182,756 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 6,296 | 7,618 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 33,642 | 25,596 |
Auto And Trucks [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 29,343 | 30,350 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 291,889 | 287,174 |
Assets In Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 15,427 | 17,516 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 1,244 | $ 374 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Southland Holdings Llc [Member] | |||
Depreciation expense | $ 45,000 | $ 38,500 | $ 35,900 |
Intangibles (Details)
Intangibles (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | |
Indefinite-Lived Intangible Assets [Line Items] | |||
Net Carrying Value | $ 5,000,001 | $ 5,000,001 | |
Southland Holdings Llc [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Value | 5,912,000 | $ 5,912,000 | |
Accumulated Amortization | 2,697,000 | 898,000 | |
Net Carrying Value | 3,215,000 | 5,014,000 | |
Southland Holdings Llc [Member] | Order or Production Backlog [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Value | 4,732,000 | 4,732,000 | |
Accumulated Amortization | 2,697,000 | 898,000 | |
Net Carrying Value | $ 2,035,000 | $ 3,834,000 | |
Weighted-Average Remaining Amortization Period | 1 year 8 months 12 days | 2 years 8 months 12 days | |
Trademarks [Member] | Southland Holdings Llc [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Value | $ 1,180,000 | $ 1,180,000 | |
Accumulated Amortization | |||
Net Carrying Value | $ 1,180,000 | $ 1,180,000 |
Intangibles (Details Narrative)
Intangibles (Details Narrative) - Southland Holdings Llc [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill | $ 1,500 | $ 1,500 | |
Amortization of intangible assets | $ 1,800 | $ 900 | $ 0 |
Long-Term Debt (Details)
Long-Term Debt (Details) - Southland Holdings Llc [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Secured notes | $ 215,622 | $ 159,418 |
Mortgage notes | 1,089 | 2,038 |
Revolving credit facility | 20,000 | 35,000 |
Equipment notes | 540 | 2,627 |
Total debt | 237,251 | 199,083 |
Unamortized deferred financing costs | (321) | (746) |
Total debt, net | 236,930 | 198,337 |
Current portion | 41,333 | 35,652 |
Total long-term debt | $ 195,597 | $ 162,685 |
Long-Term Debt (Details 1)
Long-Term Debt (Details 1) - Southland Holdings Llc [Member] $ in Thousands | Dec. 31, 2021 USD ($) |
2022 | $ 41,333 |
2023 | 64,574 |
2024 | 42,459 |
2025 | 49,242 |
2026 | 26,010 |
Thereafter | 13,312 |
Total | $ 236,930 |
Long-Term Debt (Details Narrati
Long-Term Debt (Details Narrative) - Southland Holdings Llc [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Jul. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Weighted average interest rate on debt | 2.85% | 3.09% | |
Revolving credit agreement | $ 50,000 | ||
Line of credit, description | LIBOR, subject to a floor of 1.00%, plus an applicable margin rate of 2.00%. As of December 31, 2021, $20.0 million was drawn on the revolver, and we had $30.0 million available. The revolver replaces the Bank of America revolving credit facility that was entered in 2019 with a total capacity of $75.0 million | ||
Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Interest rates on the secured notes | 1.29% | ||
Interest rates on the mortgage notes | 3.84% | ||
Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Interest rates on the secured notes | 5.49% | ||
Interest rates on the mortgage notes | 5.99% |
Leases (Details)
Leases (Details) - Southland Holdings Llc [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Amortization of finance leases | $ 4,912 | $ 4,538 | $ 39 |
Interest on lease liabilities | 749 | 856 | 8 |
Total finance lease cost | 5,661 | 5,394 | 47 |
Operating lease cost | 18,962 | 12,119 | 8,596 |
Short-term lease cost | 21,134 | 18,072 | 10,413 |
Total lease cost | $ 45,757 | $ 35,585 | $ 19,056 |
Leases (Details 1)
Leases (Details 1) - Southland Holdings Llc [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating cash flows for operating leases | $ 18,946 | $ 12,164 | $ 8,711 |
Financing cash flows for finance leases | 749 | 856 | 8 |
Operating cash flows for finance leases | 4,717 | 4,124 | 5,515 |
ROU assets obtained in exchange for lease liabilities | 12,391 | 12,854 | 9,699 |
ROU assets obtained in exchange for lease liabilities | $ 3,660 | $ 22,479 | $ 259 |
Weighted average remaining lease term | 1 year 6 months | ||
Weighted average discount rate | 3% | ||
Weighted average remaining lease term | 2 years 4 months 24 days | ||
Weighted average discount rate | 3.66% |
Leases (Details 2)
Leases (Details 2) - Southland Holdings Llc [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating leases | ||
Operating lease right-of-use assets | $ 15,816 | $ 21,807 |
Short-term operating lease liabilities | 11,891 | 13,642 |
Long-term operating lease liabilities | 3,430 | 7,654 |
Total operating lease liabilities | 15,321 | 21,296 |
Finance leases | ||
Property and equipment | 26,243 | 23,150 |
Accumulated amortization | (9,770) | (4,900) |
Property and equipment, net | 16,473 | 18,250 |
Short-term lease liabilities | 8,157 | 4,689 |
Long-term lease liabilities | 10,066 | 14,591 |
Total finance lease liabilities | $ 18,223 | $ 19,280 |
Leases (Details 3)
Leases (Details 3) - Southland Holdings Llc [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
2022 | $ 8,726 | |
2022 | 12,141 | |
2022 | 20,867 | |
2023 | 5,067 | |
2023 | 2,548 | |
2023 | 7,615 | |
2024 | 5,038 | |
2024 | 627 | |
2024 | 5,665 | |
2025 | 419 | |
2025 | 240 | |
2025 | 659 | |
2026 | ||
2026 | 93 | |
2026 | 93 | |
Thereafter | ||
Thereafter | ||
Thereafter | ||
Total | 19,250 | |
Total | 15,649 | |
Total | 34,899 | |
Less: present value discount | (1,027) | |
Less: present value discount | (327) | |
Less: present value discount | (1,354) | |
Lease liability | 18,223 | $ 19,280 |
Lease liability | 15,322 | |
Lease liability | $ 33,545 |
Leases (Details Narrative)
Leases (Details Narrative) - Southland Holdings Llc [Member] $ in Thousands | Dec. 31, 2021 USD ($) |
Operating lease right of use assets | $ 11,900 |
Finance Lease, Right-of-Use Asset, after Accumulated Amortization | $ 3,400 |
Preferred Stock and Limited L_2
Preferred Stock and Limited Liability Company (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred Stock, Shares Outstanding | 0 | 0 | |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Southland Holdings Llc [Member] | |||
Forgiveness of accounts receivable due from holders | $ 1 | $ 1 | |
Southland Holdings Llc [Member] | Director [Member] | |||
Redemption amount | $ 1,600 | $ 9,000 | |
Series A Preferred Stock [Member] | Southland Holdings Llc [Member] | |||
Preferred Stock, Shares Outstanding | 17,000,000 | 17,000,000 | |
Preferred stock, par value (in Dollars per share) | $ 1 | $ 1 | |
Redemption rate | 1 | ||
Series B Preferred Stock [Member] | Southland Holdings Llc [Member] | |||
Preferred stock, par value (in Dollars per share) | 1 | $ 1 | |
Redemption rate | $ 1 |
Income Taxes (Details)
Income Taxes (Details) - Southland Holdings Llc [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current income tax | |||
Federal | $ 7,481 | $ 6,725 | $ 56 |
State | 1,125 | 2,907 | 785 |
Foreign | 2,092 | (433) | 3,347 |
Deferred income tax | |||
Federal | 18,330 | (12,499) | 635 |
State | 2,421 | (2,434) | |
Foreign | (1,798) | 2,077 | (2,545) |
Valuation allowance | (18,706) | 13,063 | |
Total tax expense | $ 10,945 | $ 9,406 | $ 2,278 |
Income Taxes (Details 1)
Income Taxes (Details 1) - Southland Holdings Llc [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statutory rate | $ 11,020 | $ 8,307 | $ 6,867 |
Untaxable earnings | 12,073 | (320) | (4,750) |
State income taxes net of federal benefit | 3,911 | (457) | 578 |
Change in valuation allowances | (18,706) | 13,063 | |
Effect of foreign income taxes | (327) | 4,358 | 266 |
Effect of uncertain tax positions | 2,709 | ||
Ratable allocation related to acquisition | (19,608) | ||
Prior year true-ups | 5,191 | ||
Other | 265 | (1,128) | (683) |
Income tax expense | $ 10,945 | $ 9,406 | $ 2,278 |
Income Taxes (Details 2)
Income Taxes (Details 2) - Southland Holdings Llc [Member] | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statutory rate | 21% | 21% | 21% |
Untaxable earnings | 23% | (0.80%) | (14.50%) |
State income taxes net of federal benefit | 7.50% | (1.20%) | 1.80% |
Change in valuation allowances | (35.60%) | 33% | |
Effect of foreign income taxes | (0.60%) | 11% | 0.80% |
Effect of uncertain tax positions | 5.20% | ||
Ratable allocation related to acquisition | (49.60%) | ||
Prior year true-ups | 13.20% | ||
Other | 0.50% | (2.80%) | (2.10%) |
Income tax expense | 20.90% | 23.80% | 7% |
Income Taxes (Details 3)
Income Taxes (Details 3) - Southland Holdings Llc [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Federal net operating loss carryforwards | $ 23,041 | $ 20,956 |
Deferred compensation | 2,032 | 2,512 |
Lease liability | 3,754 | 5,218 |
Income from surety | 5,861 | 24,993 |
Other | 1,435 | 1,793 |
Total deferred tax assets | 36,123 | 55,472 |
Valuation allowance | (23,111) | (41,817) |
Deferred tax liabilities: | ||
Property and equipment | (6,575) | (5,606) |
Passthrough income / joint ventures | (2,945) | (2,815) |
ROU asset | (3,875) | (5,343) |
Intangible assets and other | (5,579) | (6,125) |
Total deferred tax liabilities | (18,974) | (19,889) |
Net deferred tax liabilities | $ (5,962) | $ (6,234) |
Income Taxes (Details 4)
Income Taxes (Details 4) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Ending Balance | $ 0 | |
Southland Holdings Llc [Member] | ||
Beginning Balance | ||
Additions to current year tax positions | 2,708,000 | |
Ending Balance | $ 2,708 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Southland Holdings Llc [Member] | |||||
Effective tax rate | 20.90% | 26.10% | 7% | ||
Net operating loss carryforwards | $ 87,000 | $ 84,300 | |||
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Returns and Allowances | 5,800 | ||||
Uncertain tax position | 2,700 | ||||
Other Tax Expense (Benefit) | $ 10,945 | $ 9,406 | $ 2,278 | ||
Southland Holding Llc [Member] | |||||
Effective tax rate | 24.40% | 7.50% | |||
Other Tax Expense (Benefit) | $ 13,700 | $ 2,200 |
Multiemployer Plans (Details)
Multiemployer Plans (Details) - Southland Holdings Llc [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Employer contribution | $ 5,857 | $ 1,507 | $ 0 |
Northwest Ironworkers Retiremen Trust Seattle Washington [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Employer contribution | $ 2,564 | 608 | |
Expiration Date of CBA | Jun. 30, 2022 | ||
I U O E Local 302612 Construct W A State [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Employer contribution | $ 616 | 143 | |
Expiration Date of CBA | May 31, 2022 | ||
Carpenters Trustof Western Washington Local 196 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Employer contribution | $ 507 | 116 | |
Expiration Date of CBA | May 31, 2022 | ||
Iron Workers Union Security Funds [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Employer contribution | $ 519 | 104 | |
Expiration Date of CBA | Jun. 30, 2022 | ||
Excavators Union Local 731 Pension Fund [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Employer contribution | $ 324 | 79 | |
Expiration Date of CBA | Apr. 30, 2026 | ||
Carpenters District Councilof Kansas City Pension Fund [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Employer contribution | $ 77 | 60 | |
Expiration Date of CBA | Apr. 30, 2026 | ||
California Ironworkers Field Pension Fund [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Employer contribution | $ 87 | ||
Expiration Date of CBA | Jun. 30, 2022 | ||
Ironworkers Pension Plan Of Western Pennsylvania [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Employer contribution | $ 70 | ||
Expiration Date of CBA | Mar. 31, 2022 | ||
Teamsters Local 282 Pension Trust Fund [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Employer contribution | $ 225 | ||
Expiration Date of CBA | Jun. 30, 2022 | ||
New York District Council Of Carp Benefits [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Employer contribution | 55 | ||
Expiration Date of CBA | Jun. 30, 2021 | ||
Mo Kan Iron Workers Pension Fund [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Employer contribution | 45 | ||
Expiration Date of CBA | Mar. 31, 2021 | ||
Upstate New York Engineers Pension Fund [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Employer contribution | |||
Expiration Date of CBA | Jun. 30, 2021 | ||
All Others [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Employer contribution | $ 868 | $ 297 |
Multiemployer Plans (Details Na
Multiemployer Plans (Details Narrative) - Southland Holdings Llc [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Multiple-Employer Plan Accounted for as Multiemployer Plan, Contribution by Participating Entity | $ 3,200,000 | $ 800,000 | $ 0 |
Multiemployer health and welfare plans | 5,857 | 1,507 | 0 |
Multiemployer Health And Welfare Plans [Member] | |||
Multiemployer health and welfare plans | 5,800,000 | 1,500,000 | |
CANADA | |||
Multiemployer contribution | $ 200,000 | $ 200,000 | $ 0 |
Related Parties (Details)
Related Parties (Details) - Southland Holdings Llc [Member] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Other noncurrent assets | $ 3,186,000 | $ 4,123,000 |
Long-term debt | 195,597,000 | 162,685,000 |
Accrued liabilities | 115,057,000 | 120,142,000 |
Related party transactions | 32,287 | 33,603 |
Accounts Receivable From Employees [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, net | 177 | 1,433 |
Accountsr Rceivable From Officers [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, net | 2,693 | 2,793 |
Accounts Receivable From Related Parties [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, net | 1,347 | 1,348 |
Accounts Receivable From The Preferred Stockholders [Member] | ||
Related Party Transaction [Line Items] | ||
Other noncurrent assets | 128 | 766 |
Notes Payable Due To Southland Holdings Members [Member] | ||
Related Party Transaction [Line Items] | ||
Long-term debt | 8,912 | 8,786 |
Amounts Due To Collaborative Arrangement [Member] | ||
Related Party Transaction [Line Items] | ||
Accrued liabilities | $ 19,030 | $ 18,477 |
Remaining Unsatisfied Perform_3
Remaining Unsatisfied Performance Obligations (Details) - Southland Holdings Llc [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue remaining performance obligations, at beginning | $ 2,897,381 | $ 2,283,716 |
New contracts change orders and adjustments | 592,393 | 1,641,629 |
Gross backlog | 3,489,774 | 3,925,345 |
Less: contract revenue recognized in 2020 | (1,027,964) | |
Less: contract revenue recognized in 2021 | (1,271,201) | |
Revenue remaining performance obligations, at ending | $ 2,218,573 | $ 2,897,381 |
Remaining Unsatisfied Perform_4
Remaining Unsatisfied Performance Obligations (Details Narrative) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Southland Holdings Llc [Member] | ||
Contract revenue recognized description | we expect to recognize our backlog into revenue for partially or wholly unsatisfied obligations on long-term contracts of approximately $1,205.3 million in 2022, $632.4 million in 2023, $278.7 million in 2024, $85.0 million in 2025, and $17.1 million in 2026 and thereafter. | |
Southland Holding Llc [Member] | ||
Contract revenue recognized description | we expect to recognize revenue on our backlog of $301.3 million for the remainder of 2022, $1,201.0 million during 2023, $552.4 million in 2024, $251.0 million in 2025, and $64.7 million in 2026 and thereafter. |
Profit Sharing Plan (Details Na
Profit Sharing Plan (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Southland Holdings Llc [Member] | |||
Employee contributions | $ 2,200 | $ 1,400 | $ 1,000 |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details) - Southland Holdings Llc [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Noncontrolling Interest [Line Items] | |||
Revenue | $ 318,747 | $ 512,353 | $ 569,981 |
Net income (loss) attributable to noncontrolling interests | $ 2,810 | $ (3,516) | $ (22) |
Noncontrolling Interests Hold_3
Noncontrolling Interests Holders (Details Narrative) | 1 Months Ended | |||||
Mar. 31, 2021 | Sep. 30, 2023 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Oscar Renda [Member] | Southland Holdings Llc [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Noncontrolling interests | 84.70% | 84.70% | 84.70% | |||
Southland Technicore Mole [Member] | Southland Holdings Llc [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Noncontrolling interests | 65% | 65% | 65% | |||
Southland Astaldi [Member] | Southland Holdings Llc [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Noncontrolling interests | 70% | 70% | 70% | |||
Heritage Materials [Member] | Southland Holdings Llc [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Noncontrolling interests | 20% | 80% | 80% | |||
Oscar Renda Contracting [Member] | Southland Holding Llc [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 84.70% | |||||
Southland Technicore Mole Joint Venture [Member] | Southland Holding Llc [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 65% | |||||
Southland Astaldi Joint Venture [Member] | Southland Holding Llc [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 70% | |||||
Heritage Materials Joint Venture [Member] | Southland Holding Llc [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Acquisition | 20% |
Description of Business (Deta_2
Description of Business (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jul. 13, 2021 |
Cash and cash equivalents at beginning of period | $ 1,100,031 | |||
Cash at beginning of period | 1,100,031 | $ 9,614 | ||
Cash and cash equivalents at end of period | 422,073 | 1,100,031 | ||
Cash at end of period | 422,073 | 1,100,031 | 9,614 | |
Southland Holding Llc [Member] | ||||
Cash and cash equivalents at beginning of period | 63,342,000 | 30,889,000 | ||
Restricted cash at beginning of period | 47,900,000 | 149,507,000 | ||
Cash at beginning of period | 111,242,000 | 135,936,000 | 180,396,000 | 180,396,000 |
Cash and cash equivalents at end of period | 43,306,000 | 63,342,000 | 30,889,000 | |
Restricted cash at end of period | 14,218,000 | 47,900,000 | 149,507,000 | |
Cash at end of period | $ 57,524,000 | $ 111,242,000 | $ 135,936,000 | $ 180,396,000 |
Debt (Details)
Debt (Details) - Southland Holding Llc [Member] - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Line of Credit Facility [Line Items] | ||
Total long-term debt | $ 219,713 | $ 195,597 |
Total debt | 264,652 | 237,251 |
Unamortized deferred financing costs | (261) | (321) |
Total debt, net | 264,391 | 236,930 |
Current portion | 44,678 | 41,333 |
Secured Debt [Member] | ||
Line of Credit Facility [Line Items] | ||
Total long-term debt | 188,592 | 215,622 |
Mortgages [Member] | ||
Line of Credit Facility [Line Items] | ||
Total long-term debt | 949 | 1,089 |
Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Total long-term debt | 75,000 | 20,000 |
Equipment Notes [Member] | ||
Line of Credit Facility [Line Items] | ||
Total long-term debt | $ 111 | $ 540 |
Debt (Details Narrative)
Debt (Details Narrative) - Southland Holding Llc [Member] - USD ($) $ in Thousands | 9 Months Ended | |||
Jun. 06, 2022 | Jun. 02, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Line of Credit Facility [Line Items] | ||||
Debt, Weighted Average Interest Rate | 3.70% | |||
Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Proceeds from Lines of Credit | $ 75,000 | $ 75,000 | $ 50,000 | |
Line of Credit Facility, Interest Rate During Period | 0.90% | |||
Margin rate | 2.10% | |||
Secured Debt [Member] | Minimum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Interest Rate During Period | 2.46% | |||
Secured Debt [Member] | Maximum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Interest Rate During Period | 6% | |||
Mortgages [Member] | Minimum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Interest Rate During Period | 3.84% | |||
Mortgages [Member] | Maximum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Interest Rate During Period | 5.99% |
Remaining Unsatisfied Perform_5
Remaining Unsatisfied Performance (Details) - Southland Holding Llc [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Balance at beginning | $ 2,218,573 |
New contracts, change orders, and adjustments | 1,018,825 |
Gross backlog | 3,237,398 |
Less: contract revenue recognized | (866,977) |
Balance at ending | $ 2,370,421 |
Cost and Estimated Earnings o_8
Cost and Estimated Earnings on Uncompleted Contract (Details 4) - Southland Holding Llc [Member] - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Costs in excess of billings | $ 122,865 | $ 105,102 |
Investments | 104,654 | 105,124 |
Claims asset total | $ 227,519 | $ 210,226 |
Commitment and Contingencies (D
Commitment and Contingencies (Details Narrative) | 1 Months Ended |
Oct. 27, 2022 | |
Subsequent Event [Member] | Southland Holding Llc [Member] | |
Subsequent Event [Line Items] | |
Revolving credit facility, description | we increased the capacity of our revolving credit commitment from $75.0 million to $100.0 million in order to provide additional liquidity and working capital. |