Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
Entity Registrant Name | SOUTHLAND HOLDINGS, INC. |
Entity Central Index Key | 0001883814 |
Entity Tax Identification Number | 87-1783910 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 1100 Kubota Drive |
Entity Address, City or Town | Grapevine |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 76051 |
City Area Code | (817) |
Local Phone Number | 293-4263 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
ASSETS | ||
Cash | $ 231,519 | $ 1,100,031 |
Prepaid expenses | 200,117 | 416,012 |
Total current assets | 431,636 | 1,516,043 |
Cash held in Trust Account | 283,319,605 | 280,164,163 |
Total assets | 283,751,241 | 281,680,206 |
LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDER’S DEFICIT | ||
Accounts payable and accrued expenses | 2,945 | 5,719 |
Franchise tax payable | 137,884 | 77,582 |
Income tax payable | 82,206 | |
Total current liabilities | 223,035 | 83,301 |
Deferred underwriting commissions | 9,660,000 | 9,660,000 |
Total liabilities | 9,883,035 | 9,743,301 |
Common stock subject to possible redemption, $0.0001 par value; 50,000,000 shares authorized, 27,600,000 shares issued and outstanding at redemption value at $10.27 and $10.15 per share, respectively | 283,195,442 | 280,140,000 |
Preferred stock, $.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 | 831 |
Additional paid-in capital | ||
Accumulated deficit | (9,328,067) | (8,203,926) |
Total stockholders’ deficit | (9,327,236) | (8,203,095) |
Total liabilities, common stock subject to possible redemption and stockholders’ deficit | $ 283,751,241 | $ 281,680,206 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Temporary equity, par value (in Dollars 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 | $ 10.27 | $ 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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
General and administrative costs | $ 162,602 | $ 1,281,634 |
Loss from operations | (162,602) | (1,281,634) |
Other income: | ||
Investment income on Trust Account | 24,163 | 4,013,841 |
Gain (loss) before income tax provision | (138,439) | 2,732,207 |
Provision for income taxes | (800,905) | |
Net loss | $ (138,439) | $ 1,931,302 |
Weighted average shares outstanding of common stock, basic and diluted-Public Shares | 6,260,292 | 28,771,000 |
Basic and diluted net loss per share, Public Shares | $ (0.01) | $ 0.05 |
Weighted average shares outstanding of common stock, basic and diluted-Founders Shares | 6,413,684 | 7,140,000 |
Basic and diluted net loss per share, Founder Shares | (0.01) | 0.05 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value 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 | |||
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 income | (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 income | 1,931,302 | 1,931,302 | ||
Accretion - increase in redemption value of common stock subject to redemptions | (3,055,443) | (3,055,443) | ||
Ending balance, value at Dec. 31, 2022 | $ 831 | $ (9,328,067) | $ (9,327,236) | |
Ending balance, shares at Dec. 31, 2022 | 8,311,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net income | $ (138,439) | $ 1,931,302 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Investment income on Trust Account | (24,163) | (4,013,841) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (416,012) | 215,895 |
Accounts payable | 5,719 | (2,774) |
Franchise tax payable | 77,582 | 60,302 |
Income tax payable | 82,206 | |
Net cash used in operating activities | (495,313) | (1,726,910) |
Cash flows from investing activities: | ||
Cash deposited in Trust Account | (280,140,000) | |
Cash withdrawn from Trust Account | 858,398 | |
Net cash provided by (used in) investing activities | (280,140,000) | 858,398 |
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 stockholders | 25,000 | |
Issuance of representative shares | 870 | |
Payment of offering costs associated with in initial public offerings | (6,000,526) | |
Sale of units in initial public offerings | 276,000,000 | |
Proceeds from private placement units | 11,710,000 | |
Net cash provided by financing activities | 281,735,344 | |
Net change in cash | 1,100,031 | (868,512) |
Cash at beginning of period | 1,100,031 | |
Cash at end of period | 1,100,031 | 231,519 |
Supplemental disclosure of non-cash financing activities: | ||
Deferred underwriting commissions | 9,660,000 | |
Cash paid for income taxes | $ 718,700 |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Cash and cash equivalents | $ 231,519 | $ 1,100,031 |
Total current assets | 431,636 | 1,516,043 |
Total assets | 283,751,241 | 281,680,206 |
Total current liabilities | 223,035 | 83,301 |
Total liabilities | 9,883,035 | 9,743,301 |
Preferred stock | ||
Total stockholders’ deficit | (9,327,236) | (8,203,095) |
Total liabilities, common stock subject to possible redemption and stockholders’ deficit | 283,751,241 | 281,680,206 |
Southland Holdings [Member] | ||
Cash and cash equivalents | 57,915,000 | 63,342,000 |
Restricted cash | 14,076,000 | 47,900,000 |
Accounts receivable, net | 135,678,000 | 126,702,000 |
Retainage receivables | 122,682,000 | 110,971,000 |
Contract assets | 512,906,000 | 374,624,000 |
Other current assets | 24,047,000 | 22,977,000 |
Total current assets | 867,304,000 | 746,516,000 |
Property and equipment, net | 114,084,000 | 156,031,000 |
Right-of-use assets | 16,893,000 | 15,816,000 |
Investments - unconsolidated entities | 113,724,000 | 103,610,000 |
Investments - limited liability companies | 2,590,000 | 1,926,000 |
Investments - private equity | 3,261,000 | 3,925,000 |
Goodwill | 1,528,000 | 1,528,000 |
Intangible assets, net | 2,218,000 | 3,215,000 |
Other noncurrent assets | 3,703,000 | 3,186,000 |
Total noncurrent assets | 258,001,000 | 289,237,000 |
Total assets | 1,125,305,000 | 1,035,753,000 |
Accounts payable | 126,385,000 | 146,455,000 |
Retainage payable | 33,677,000 | 32,706,000 |
Accrued liabilities | 121,584,000 | 115,057,000 |
Current portion of long-term debt | 46,322,000 | 41,333,000 |
Short-term lease liabilities | 16,572,000 | 20,048,000 |
Contract liabilities | 131,557,000 | 111,286,000 |
Total current liabilities | 476,097,000 | 466,885,000 |
Long-term debt | 227,278,000 | 195,597,000 |
Long-term lease liabilities | 10,032,000 | 13,496,000 |
Deferred tax liabilities | 3,392,000 | 5,962,000 |
Other noncurrent liabilities | 48,622,000 | 51,462,000 |
Total long-term liabilities | 289,324,000 | 266,517,000 |
Total liabilities | 765,421,000 | 733,402,000 |
Noncontrolling Interest | 10,446,000 | 11,057,000 |
Members’ capital | 327,614,000 | 267,831,000 |
Preferred stock | 24,400,000 | 24,400,000 |
Accumulated other comprehensive income | (2,576,000) | (937,000) |
Total stockholders’ deficit | 359,884,000 | 302,351,000 |
Total liabilities, common stock subject to possible redemption and stockholders’ deficit | $ 1,125,305,000 | $ 1,035,753,000 |
Consolidated Condensed Statemen
Consolidated Condensed Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Loss from operations | $ (1,281,634) | ||
Income tax expense | (800,905) | ||
Net loss | 1,931,302 | ||
Southland Holdings [Member] | |||
Revenue | 1,161,431,000 | $ 1,279,186,000 | $ 1,057,936,000 |
Cost of construction | 1,020,497,000 | 1,164,998,000 | 964,536,000 |
Gross profit | 140,934,000 | 114,188,000 | 93,400,000 |
Selling, general, and administrative expenses | 58,231,000 | 58,136,000 | 49,653,000 |
Loss from operations | 82,703,000 | 56,052,000 | 43,747,000 |
(Gain) loss on investments, net | 76,000 | (898,000) | (2,068,000) |
Other income, net | (2,204,000) | (2,780,000) | (1,839,000) |
Interest expense | 8,891,000 | 7,255,000 | 8,096,000 |
Earnings before income taxes | 75,940,000 | 52,475,000 | 39,558,000 |
Income tax expense | 13,290,000 | 10,945,000 | 9,406,000 |
Net loss | 62,650,000 | 41,530,000 | 30,152,000 |
Net income (loss) attributable to noncontrolling interests | 2,108,000 | 2,810,000 | (3,516,000) |
Net income attributable to Southland Holdings | $ 60,542,000 | $ 38,720,000 | $ 33,668,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Net income | $ 1,931,302 | |||
Southland Holdings [Member] | ||||
Net income | 62,650,000 | $ 41,530,000 | $ 30,152,000 | |
Foreign currency translation adjustment | [1] | (1,718,000) | 838,000 | (771,000) |
Comprehensive income | 60,932,000 | 42,368,000 | 29,381,000 | |
Comprehensive income attributable to: | ||||
Noncontrolling interest | 2,029,000 | 2,849,000 | (3,361,000) | |
Members’ capital | $ 58,903,000 | $ 39,519,000 | $ 32,742,000 | |
[1]Foreign currency translation adjustment is presented net of nominal tax expense for the years ended December 31, 2022, December 31, 2021, and December 31, 2020. |
Consolidated Statements of Stoc
Consolidated Statements of Stockholder's Equity Deficit - Southland Holdings [Member] - USD ($) $ in Thousands | Preferred Stock [Member] | AOCI Attributable to Parent [Member] | Members Capital [Member] | Majority [Member] | Noncontrolling Interest [Member] | Total Equity [Member] |
Beginning 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 |
Preferred stock | (1,600) | (709) | (2,309) | (128) | (2,437) | |
Other | 3 | 3 | ||||
Distributions to members | (990) | (990) | (990) | |||
Net income | 38,720 | 38,720 | 2,810 | 41,530 | ||
Acquisition of Heritage minority interest | (3,942) | (3,942) | 3,792 | (150) | ||
Capital contributions from noncontrolling interest | 926 | 926 | ||||
Ending balance, value at Dec. 31, 2021 | 24,400 | (937) | 267,831 | 291,294 | 11,057 | 302,351 |
Preferred stock | (1,037) | (1,037) | (188) | (1,225) | ||
Distributions to members | 278 | 278 | (2,452) | (2,174) | ||
Net income | 60,542 | 60,542 | 2,108 | 62,650 | ||
Other comprehensive income | (1,639) | (1,639) | (79) | (1,718) | ||
Ending balance, value at Dec. 31, 2022 | $ 24,400 | $ (2,576) | $ 327,614 | $ 349,438 | $ 10,446 | $ 359,884 |
Consolidated Condensed Statem_2
Consolidated Condensed Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net income | $ 1,931,302 | ||
Adjustments to reconcile net income to net cash used in operating activities | |||
Net cash used in operating activities | (1,726,910) | ||
Cash flows from investing activities: | |||
Net cash provided by (used in) investing activities | 858,398 | ||
Cash flows from financing activities: | |||
Net cash provided by (used in) financing activities | |||
Cash at beginning of period | 1,100,031 | ||
Cash at end of period | 231,519 | $ 1,100,031 | |
Southland Holdings [Member] | |||
Cash flows from operating activities: | |||
Net income | 62,650,000 | 41,530,000 | $ 30,152,000 |
Adjustments to reconcile net income to net cash used in operating activities | |||
Depreciation and amortization | 45,697,000 | 47,468,000 | 39,370,000 |
Deferred taxes | (2,103,000) | (271,000) | 476,000 |
Gain on sale of assets | (3,377,000) | (5,168,000) | (2,562,000) |
Foreign currency remeasurement loss (gain) | 548,000 | 136,000 | (6,000) |
(Earnings) loss from equity method investments | (9,299,000) | (7,239,000) | (700,000) |
TZC investment present value accretion | (2,355,000) | (2,265,000) | (552,000) |
Gain on trading securities, net | (260,000) | (1,145,000) | (2,354,000) |
(Increase) decrease in accounts receivable | (18,432,000) | (7,412,000) | 15,739,000 |
Increase in contract assets | (138,677,000) | (2,116,000) | (58,523,000) |
Increase in prepaid expenses and other current assets | (1,293,000) | (765,000) | (10,016,000) |
(Increase) decrease in ROU assets | (1,315,000) | 5,990,000 | (8,443,000) |
(Decrease) increase in accounts payable and accrued expenses | (13,546,000) | 26,480,000 | (752,000) |
Increase (decrease) in contract liabilities | 20,049,000 | (188,654,000) | (59,945,000) |
Increase (decrease) in operating lease liabilities | 1,264,000 | (5,974,000) | 8,219,000 |
Other | (5,753,000) | 8,832,000 | (274,000) |
Net cash used in operating activities | (66,202,000) | (90,573,000) | (50,171,000) |
Cash flows from investing activities: | |||
Purchase of fixed assets | (4,765,000) | (18,797,000) | (30,995,000) |
Proceeds from sale of fixed assets | 10,064,000 | 11,251,000 | 7,232,000 |
Loss on investment in limited liability company | 336,000 | 248,000 | |
Purchase of interest in limited liability company | (534,000) | ||
Purchase of trading securities | (391,000) | (743,000) | |
Proceeds from the sale of trading securities | 927,000 | 175,000 | 4,645,000 |
Purchase of interest of other investments | (150,000) | ||
Receipt of funds from sureties | 231,893,000 | ||
Acquisitions, net of cash acquired | (5,038,000) | ||
Capital contribution to investees | (1,000,000) | (835,000) | (10,643,000) |
Net cash provided by (used in) investing activities | 5,562,000 | (8,499,000) | 195,817,000 |
Cash flows from financing activities: | |||
Borrowings on line of credit | 75,000,000 | 67,000,000 | 57,000,000 |
Payments on line of credit | (82,000,000) | (77,000,000) | |
Borrowings on notes payable | 281,000 | 206,172,000 | 34,370,000 |
Payments on notes payable | (42,934,000) | (153,587,000) | (51,185,000) |
Payments of deferred financing costs | (260,000) | (45,000) | |
Advances to related parties | (1,603,000) | (1,571,000) | (836,000) |
Payments from related parties | 5,000 | 1,260,000 | 74,000 |
Other | 150,000 | ||
Payments on finance lease | (8,157,000) | (4,716,000) | (4,124,000) |
Capital contributions from noncontrolling members | 926,000 | ||
Distributions | (2,457,000) | (2,620,000) | (6,169,000) |
Preferred stock dividends | (188,000) | ||
Net cash provided by (used in) financing activities | 20,135,000 | 30,604,000 | (47,953,000) |
Effect of exchange rate on cash | 1,254,000 | (686,000) | 968,000 |
Net (decrease) increase in cash and cash equivalents and restricted cash | (39,251,000) | (69,154,000) | 98,661,000 |
Cash at beginning of period | 111,242,000 | 180,396,000 | 81,735,000 |
Cash at end of period | 71,991,000 | 111,242,000 | 180,396,000 |
Supplemental cash flow information | |||
Cash paid for income taxes | 10,392,000 | 14,093,000 | 1,851,000 |
Cash paid for interest | 9,044,000 | 7,519,000 | 8,580,000 |
Non-cash investing and financing activities: | |||
Lease assets obtained in exchange for new leases | 19,558,000 | 16,051,000 | 35,333,000 |
Assets obtained in exchange for notes payable | $ 4,091,000 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2022 | |
Description of Business | 1. Description of Business 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 December 31, 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 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 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. 80 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 $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 $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 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. |
Southland Holdings [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 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 0.1 2.4 Under the provision of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), employers were eligible for a refundable employee retention credit subject to certain criteria. As of December 31, 2022, the Companies had filed a claim with the IRS and expect to receive a refund of $2.4 million in 2023, which is included in other current assets. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | 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 (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 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, 2022, and 2021, respectively. 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 14,385,493 The following table reflects the calculation of basic and diluted net income per common share (in dollars): Schedule of Earnings Per Share, Basic and Diluted FOR THE FOR THE Public Founders Public Founders Basic and diluted net income per common share Numerator: Allocation of net income as adjusted $ 1,547,311 $ 383,991 $ (68,381 ) $ (70,057 ) Denominator: Basic weighted average shares outstanding $ 28,771,000 $ 7,140,000 6,260,292 6,413,684 Basic and diluted net loss per common share $ 0.05 $ 0.05 $ (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 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 [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. Reclassifications Certain reclassifications have been made to the Company’s prior period consolidated financial information to conform to the current year presentation. These presentation changes did not impact the Company’s consolidated net income, consolidated cash flows, total assets, total liabilities or total equity. c. 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. d. 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. e. 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, 2022, and December 31, 2021, are approximately 21 18 The financial records of Southland Technicore Mole joint venture, Renda Contracting of Canada, Inc., Southland Mole of Canada, Southland Astaldi joint venture, and various consolidated American Bridge subsidiaries are maintained in local currencies. Results of foreign operations are translated from the local currency to the U.S. dollar (functional and reporting currency) using the average exchange rates during the period, while assets and liabilities are translated at the exchange rate in effect at the reporting date. Certain long-lived assets and liabilities are converted at historical rates. Resulting gains or losses from translating foreign currency financial statements are recorded as other comprehensive income (loss). We enter foreign currency transactions when a transaction is denominated in currency other than our functional currency. A transaction is initially measured and recorded using the exchange rate on the date of the transaction. Transactions are then remeasured at the end of each reporting period using the exchange rate at that date. The resulting gains or losses are recorded in the consolidated statements of operations within other income, net. f. 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 doubtful accounts, recoverability of unapproved contract modifications, and deferred tax assets. g. 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. h. Concentration Risk Accounts receivable from seven customers comprised approximately 55 42 11 The percentage of our labor force subject to collective bargaining agreements was 26 18 17 During the year ended December 31, 2022, revenue earned from operations in Texas and Florida was approximately 24.9% 16.3% 15% 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% i. 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 over the expected duration of the contract. Capitalized contract costs are included as contract assets on the consolidated balance sheets and are amortized over the expected contract length. Provisions for estimated losses on incomplete contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability may result in revisions to costs and income, which are recognized in the period in which the revisions are determined. Changes in estimated job profitability resulting from job performance, job conditions, contract penalty provisions, claims, change orders, and settlements, are accounted for as changes in estimates in the current period. Schedule of Cost to fulfill contracts, net (Amounts in thousands) December 31, December 31, Costs to insure $ 25,091 $ 12,770 Mobilization costs 6,990 5,358 Costs to fulfill contracts, net $ 32,081 $ 18,128 During the years ended December 31, 2022 and December 31, 2021, we amortized $ 14.5 18.9 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. j. Fair Value Measurement FASB ASC 820, Fair Value Measurements and Disclosures Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that we have the ability to access. Level 2 Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets in inactive markets, inputs other than quoted prices that are observable for the asset or liability, inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. All assets and liabilities have been valued using a market approach, except for Level 3 assets. Fair values for assets in Level 2 are estimated using quoted market prices for the funds’ investment assets in active and inactive markets. Fair values for assets in Level 3 are estimated based on estimated fair values of the funds’ underlying assets as provided by third-party pricing information without adjustment, which are believed to be illiquid. There were no significant transfers in or out of Levels 1, 2, or 3 during 2021 or 2022. k. 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 majority of our balances exceed federally insured limits. We have not experienced any losses in these accounts, and we do not believe they are exposed to any significant credit risk. Restricted cash and cash equivalents consist of amounts held in accounts in our name at certain financial institutions. These accounts are subject to certain control provisions in favor of various surety and insurance companies for purposes of compliance and security perfections. 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 (Amounts in thousands) December 31, 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 $ 57,915 $ 63,342 Restricted cash at end of period 14,076 47,900 Cash, cash equivalents, and restricted cash at end of period $ 71,991 111,242 l. 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 $ 62.3 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, 2022, and December 30, 2021, we had an allowance for doubtful accounts of $ 1.5 3.0 m. 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, 2022, and December 31, 2021, we had inventory of $ 9.8 10.4 n. 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. o. 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 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. 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 unit and determine the carrying value of the reporting unit by assigning the assets and liabilities, including the existing goodwill and indefinite-lived intangibles, to the reporting unit. Our reporting units are based on our organizational and reporting structure. We currently identify three reporting units. We begin with a qualitative assessment using inputs based on our business, our industry, and overall macroeconomic factors. If our qualitative assessment deems that the fair value of a reporting unit is more likely than not less than its carrying amount, we then complete a quantitative assessment to determine the fair value of the reporting unit and compare it to the carrying amount of the reporting unit. For the years ended December 31, 2022, December 31, 2021, and December 31, 2020, based on the result of our qualitative assessments which determined that it was more likely than not that the fair value of the reporting units exceeded the carrying amounts and that the fair value of the indefinite-lived intangible assets exceeded the carrying amounts, we did not complete quantitative assessments and we did not record any impairment of goodwill or indefinite-lived intangible assets. 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, 2022, December 31, 2021, and December 31, 2020, we recorded amortization expense of $ 1.0 1.8 0.9 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, 2022, and December 31, 2021, we had $ 12.8 12.1 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. Renda Pacific, LLP, is treated as a partnership for federal income tax purposes and is not subject to federal income tax at the entity level. 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. Heritage Materials, LLC, 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. For entities subject to income tax, income taxes are recognized during the year in which transactions enter into the determination of financial statement income (loss). Any taxes on foreign income in excess of a deemed return on tangible assets of foreign corporations are accounted for as period costs. Deferred income tax assets and liabilities are recognized for the future tax consequences of temporary differences between the book carrying amount and the tax basis of assets and liabilities including net operating loss carryforwards. A valuation allowance is provided against a deferred income tax asset when it is “more likely than not” the asset will not be realized. Similarly, if a determination is made that it is “more likely than not” the deferred income tax asset will be realized, the related valuation allowance would be reduced and a benefit to earnings would be recorded. Penalties and interest are recognized as a component of the income tax provision. Tax benefits are recognized in the consolidated financial statements for tax positions taken or expected to be taken in a tax return when it is “more likely than not” that the tax authorities will sustain the tax position solely on the basis of the position’s technical merits. Consideration is given primarily to legislation and statutes, legislative intent, regulations, rulings, and case law as well as their applicability to the facts and circumstances of the tax position when assessing the sustainability of the tax position. In the event a tax position no longer meets the “more likely than not” criteria, the tax benefit is reversed by recognizing a liability and recording a charge to earnings. Conversely, if a tax position subsequently meets the “more likely than not” criteria, a tax benefit would be recognized by reducing the liability and recording a credit to earnings. We classify interest and penalties attributable to income taxes as part of income tax expense. 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. Recent 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. The implementation of Topic 326 in 2023 will not 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 | 12 Months Ended |
Dec. 31, 2022 | |
Initial Public Offering | |
Initial Public Offering | 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 |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2022 | |
Private Placement | |
Private Placement | 4. Private Placement Simultaneously with the Public Offering, the initial stockholders and EBC purchased an aggregate of 1,045,500 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 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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 $ 15,000 180,000 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 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 December 31, 2022, and 2021, respectively, no |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies | 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 entitled to be paid cash underwriting commissions of 2.00 EarlyBirdCapital is 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 The underwriters were paid $ 5,520,000 9,660,000 |
Southland Holdings [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, 2022, and December 31, 2021. 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, 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, general liability and auto liability matters, and health insurance. We maintain accruals for self-insurance retentions based upon third-party data and claims history. |
Common Stock Subject to Possibl
Common Stock Subject to Possible Redemption | 12 Months Ended |
Dec. 31, 2022 | |
Common Stock Subject To Possible Redemption | |
Common Stock Subject to Possible Redemption | 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 0.0001 27,600,000 As of December 31, 2022 and December 31, 2021, common stock reflected on the consolidated condensed balance sheets are reconciled on the following table: Schedule of 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 3,055,443 Common Stock subject to possible redemption, December 31, 2022 $ 283,195,443 |
Stockholders_ Deficit
Stockholders’ Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Deficit | 8. Stockholders’ Deficit Preferred Stock The Company is authorized to issue 1,000,000 .0001 no Common Stock The Company is authorized to issue 50,000,000 0.0001 240,000 6,900,000 27,600,000 1,171,000 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, 2022 and 2021, respectively the Company has 13,799,991 585,502 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”. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 9. Income Tax The Company’s net deferred tax assets (liabilities) as of December 31, 2022, and December 31, 2021, is as follows: Schedule of deferred income tax assets and deferred tax liabilities Deferred tax assets: FOR THE FOR THE Start-up costs $ 1,166,654 $ 53,469 Net operating loss carryforwards - - Total deferred tax assets 1,166,654 53,469 Valuation allowance (1,166,654 ) (53,469 ) Deferred tax assets, net of allowance $ - $ - The income tax provision for the year ended December 31, 2022, and for the period from July 14, 2021 (inception) through December 31, 2021 consists of the following: Schedule of reconciliation federal statutory rate FOR THE FOR THE Federal Current $ 800,905 $ - Deferred (227,143 ) (53,469 ) State Current $ $ - Deferred - - Change in valuation allowance 227,143 53,469 Income tax provision $ 800,905 $ - As of December 31, 2022, and December 31, 2021, the Company had available U.S. federal operating loss carry forwards of approximately $ 0 53,469 In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022, and for the period from July 14, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $ 227,143 53,469 A reconciliation of the federal income tax rate to the Company’s effective tax rate as of December 31, 2022, and December 31, 2021 is as follows: Schedule of Effective Income Tax Rate Reconciliation FOR THE FOR THE Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in valuation allowance 7.9 % (21.0 )% Income tax provision 28.9 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction which remain open and are subject to examination. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | 10. 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 December 31, 2022, and 2021, respectively, and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: December 31, 2022 Schedule of Assets measured at fair value on a recurring basis Description Quoted Significant Significant (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - Money Market Funds and Treasuries $ 283,319,605 $ - $ - December 31, 2021 Description Quoted Significant Significant (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - Money Market Funds and Treasuries $ 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 years ended December 31, 2022, and 2021, respectively. |
Merger Agreement
Merger Agreement | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Merger Agreement | 11. 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 10.15 105,000,000 10.15 50,000,000 50,000,000 The Merger Agreement provides for the payment of up to an aggregate of 10,344,828 If, for the fiscal year of the Company ending December 31, 2022, Legato has Adjusted EBITDA equal to or greater than $ 125,000,000 3,448,276 145,000,000 5,172,414 If, for the fiscal year of the Company ending December 31, 2023, Legato has Adjusted EBITDA equal to or greater than $ 145,000,000 3,448,276 165,000,000 5,172,414 On February 14, 2023, Legato II and Southland consummated the previously disclosed Business Combination. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events | 12. Subsequent Events The Company evaluated subsequent events and transaction that occurred up to the date the financial statements were issued. Other than as described below 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. On February 14, 2023, Southland completed its Merger pursuant to the Merger Agreement as described in the Basis of Presentation. As contemplated by the Merger Agreement and as described in Southland’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on January 27, 2023 (“Proxy Statement”), (i) Legato’s name changed to “Southland Holdings, Inc.,” (ii) each share of common stock of Legato that was not redeemed remained as one share common stock of Southland, (iii) each warrant of Legato became a warrant to purchase one share of common stock of Southland, and (iv) Merger Sub merged with and into Southland LLC, with Southland LLC being the surviving company in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of Southland. |
Southland Holdings [Member] | |
Subsequent Events | 22. Subsequent Events We have evaluated subsequent events through the date the financial statements were available for issuance to determine if their occurrence after the balance sheet date requires adjustment to the financial statements or disclosures. We have concluded no such adjustment is necessary. On February 14, 2023, as contemplated by the Agreement and Plan of Merger, dated as of May 25, 2022 (the “Merger Agreement”), by and among the Company, Legato Merger Corp. II, a Delaware corporation (“Legato II”), and Legato Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Legato II (“Merger Sub”), and as described in Legato II’s definitive proxy statement filed with the Securities and Exchange Commission on January 27, 2023, Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Legato II. In connection with the transactions contemplated by the Merger Agreement, Legato II changed its name to “Southland Holdings, Inc.” |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2022 | |
Southland Holdings [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 $ 225.0 225.0 The $225.0 million contributed from the sureties represent advance payments related to the completion of the contract backlog and other additional contingencies. Accordingly, these amounts have been classified as contract liabilities and in other noncurrent liabilities. Consistent with the negotiation with the sureties as part of the American Bridge acquisition, approximately $ 154.0 71.0 34.1 123.3 17.8 1.0 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, 2022 | |
Southland Holdings [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, 2022, December 31, 2021 and December 31, 2020, is as follows: Schedule of noncontrolled Joint ventures As of and for the year ended (Amounts in thousands) December 31, 2022 Assets Liabilities Revenues Income (loss) FCBC $ 3,256 $ 11,509 $ (1,555 ) $ (3,949 ) TZC 530,834 22,770 (17,816 ) 337 EHW 415 167 0 (5 ) As of and for the year ended (Amounts in thousands) December 31, 2021 Assets Liabilities Revenues Income (loss) FCBC $ 2,574 $ 11,419 $ 6,380 $ 6,019 TZC 551,074 43,290 (9,337 ) (56 ) EHW 461 208 - (5,706 ) As of and for the year ended (Amounts in thousands) December 31, 2020 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, 2022, December 31, 2021 and December 31, 2020. Schedule of noncontrolled Joint ventures As of and for the year ended (Amounts in thousands) December 31, 2022 Revenue Income (loss) Equity FCBC $ (435 ) $ (1,106 ) $ (2,311 ) TZC (4,157 ) 79 108,509 EHW - (2 ) 87 Total $ (4,592 ) $ (1,029 ) $ 106,285 As of and for the year ended (Amounts in thousands) December 31, 2021 Revenue Income (loss) Equity FCBC $ 1,787 $ 1,686 $ (2,477 ) TZC (2,179 ) (13 ) 104,259 EHW - (200 ) 89 Total $ (392 ) $ 1,473 $ 101,871 As of and for the year ended (Amounts in thousands) December 31, 2020 Revenue Income (loss) Equity FCBC $ - $ 1 $ (4,178 ) TZC 1,525 (16 ) 100,263 EHW - - 288 Total $ 1,525 $ (15 ) $ 96,373 For TZC, the investment balance is substantially comprised of the forecasted recovery of a claim which has been adjusted to a present value of $ 108.5 104.3 47.2 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 operations reporting. ORCC entered into the Red River Solutions GP (“RRSGP”) joint venture with AECON, Inc. for the purpose of constructing the new North End Sewage Treatment Plant during June of 2019. ORCC has a 50% membership in the joint venture. Summarized and unaudited financial information of the noncontrolled joint ventures as of and for the year ended December 31, 2022 and December 31, 2021 is presented below. 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 (Amounts in thousands) December 31, 2022 Assets Liabilities Revenues Income RRSGP $ 34,596 $ 19,670 $ 60,130 $ 12,165 As of and for the year ended (Amounts in thousands) December 31, 2021 Assets Liabilities Revenues Income RRSGP $ 9,468 $ 5,999 $ 17,515 $ 3,502 ORCC has recognized the following as of and for the year ended December 31, 2022 and December 31, 2021. As of and for the year ended (Amounts in thousands) December 31, 2022 Revenue Income Equity RRSGP $ 30,106 $ 6,021 $ 7,439 As of and for the year ended (Amounts in thousands) December 31, 2021 Revenue Income Equity RRSGP $ 8,762 $ 1,752 $ 1,739 |
Fair Value of Investments
Fair Value of Investments | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value of Investments | 10. 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 December 31, 2022, and 2021, respectively, and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: December 31, 2022 Schedule of Assets measured at fair value on a recurring basis Description Quoted Significant Significant (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - Money Market Funds and Treasuries $ 283,319,605 $ - $ - December 31, 2021 Description Quoted Significant Significant (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - Money Market Funds and Treasuries $ 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 years ended December 31, 2022, and 2021, respectively. |
Southland Holdings [Member] | |
Fair Value of Investments | 5. Fair Value of Investments Fair values of investments measured on a recurring basis as of December 31, 2022, and December 31, 2021, were as follows: Schedule of Fair values of investments measured on a recurring basis December 31, 2022 (Amounts in thousands) Fair Value Level 1 Level 2 Level 3 Marketable Securities Common Stocks $ 8 $ 8 $ - $ - Total 8 8 - - Investments Noncurrent Private Equity 3,261 - - 3,261 Total noncurrent 3,261 - - 3,261 Overall Total $ 3,269 $ 8 $ - $ 3,261 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 Assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2022, and December 31, 2021: Schedule of Assets measured at fair value on a recurring basis (Amounts in thousands) Private Equity Total Balance - January 1, 2022 $ 3,925 $ 3,925 Total gains (losses) (realized / unrealized): In Earnings: 263 263 Purchases, issuances, and sales: Purchases 131 131 Sales (1,058 ) (1,058 ) Balance - December 31, 2022 $ 3,261 $ 3,261 (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 |
Investing Activities
Investing Activities | 12 Months Ended |
Dec. 31, 2022 | |
Southland Holdings [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 statements of operations within “gain (loss) on investments, net.” Cost and fair value of marketable securities as of December 31, 2022, was as follows. Schedule of Marketable Securities (Amounts in thousands) Amortized Costs Net gains Fair value Common stocks $ - $ 8 $ 8 Total $ - $ 8 $ 8 We did not have any held to maturity marketable securities as of December 31, 2022. Cost and fair value of noncurrent marketable securities as of December 31, 2022, and December 31, 2021, was as follows: Schedule of noncurrent marketable securities (Amounts in thousands) Amortized Costs Net gains Fair value Private equity $ 688 $ 2,573 $ 3,261 Total $ 688 $ 2,573 $ 3,261 (Amounts in thousands) Amortized Costs Net gains Fair value Private equity $ 1,615 $ 2,310 $ 3,925 Total $ 1,615 $ 2,310 $ 3,925 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, 2022, and December 31, 2021, we had unfunded commitments to invest $ 1.5 1.6 0.2 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Southland Holdings [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, 2022, and December 31, 2021, we have $ 144.2 188.2 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: 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, 2022, December 31, 2021, and December 31, 2020, was as follows: Schedule of segment revenue Year Ended (Amounts in thousands) December 31, December 31, December 31, % of Total % of Total % of Total Segment Revenue Revenue Revenue Revenue Revenue Revenue Civil $ 305,324 26.3 % $ 391,629 30.6 % $ 368,588 34.8 % Transportation 856,107 73.7 % 887,557 69.4 % 689,348 65.2 % Total Revenue $ 1,161,431 100.0 % $ 1,279,186 100.0 % $ 1,057,936 100.0 % Segment Gross Profit Gross profit by segment for the years ended December 31, 2022, December 31, 2021, and December 31, 2020, was as follows: Schedule of segment gross profit Year Ended (Amounts in thousands) December 31, December 31, December 31, % of Segment % of Segment % of Segment Segment Gross Profit Revenue Gross Profit Revenue Gross Profit Revenue Civil $ 45,464 14.9 % $ 40,913 10.4 % $ 58,314 15.8 % Transportation 95,470 11.2 % 73,275 8.3 % 35,086 5.1 % Gross Profit $ 140,934 12.1 % $ 114,188 8.9 % $ 93,400 8.8 % Revenue earned outside of the United States was 7% 9% 4% |
Cost and Estimated Earnings on
Cost and Estimated Earnings on Uncompleted Contracts | 12 Months Ended |
Dec. 31, 2022 | |
Southland Holdings [Member] | |
Cost and Estimated Earnings on Uncompleted Contracts | 8. Cost and Estimated Earnings on Uncompleted Contracts Contract assets as of December 31, 2022, and December 31, 2021, consisted of the following: Schedule of Contract assets As of (Amounts in thousands) December 31, December 31, Costs in excess of billings $ 480,825 $ 356,495 Costs to fulfill contracts, net 32,081 18,129 Contract assets $ 512,906 $ 374,624 Costs and estimated earnings on uncompleted contracts were as follows as of December 31, 2022, and December 31, 2021: Schedule of Costs and estimated earnings on uncompleted contracts As of (Amounts in thousands) December 31, December 31, Costs incurred on uncompleted contracts $ 6,874,709 $ 7,887,047 Estimated earnings 398,917 847,786 Costs incurred and estimated earnings 7,273,626 8,734,833 Less: billings to date (6,924,358 ) (8,489,624 ) Costs to fulfill contracts, net 32,081 18,129 Net contract position $ 381,349 $ 263,338 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 $ 512,906 $ 374,624 Contract liabilities (131,557 ) (111,286 ) Net contract position $ 381,349 $ 263,338 As of December 31, 2022 and December 31, 2021, we have recorded $ 260.8 210.2 Schedule of consolidated balance sheets (Amounts in thousands) December 31, December 31, Costs in excess of billings $ 156,127 $ 105,102 Investments 104,643 105,124 Claims asset total $ 260,770 $ 210,226 On January 1, 2022, we had contract liabilities of $ 111.2 102.5 On January 1, 2021, we had contract liabilities of $ 284.8 161.6 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Southland Holdings [Member] | |
Property and Equipment | 9. Property and Equipment As of December 31, 2022, and December 31, 2021, property and equipment consisted of the following: Schedule of property and equipment As of (Amounts in thousands) December 31, December 31, Land $ 6,211 $ 6,296 Buildings 31,225 33,642 Auto and trucks 29,967 29,343 Machinery and equipment 304,501 291,889 Assets in progress 162 15,427 Office and safety equipment 1,244 1,244 Property and equipment, at cost 373,310 377,841 Less: accumulated depreciation (259,226 ) (221,810 ) Property and equipment, net $ 114,084 $ 156,031 For the years ended December 31, 2022, December 31, 2021, and December 31, 2020, we recorded depreciation expense of $ 44.6 45.0 38.5 |
Intangibles
Intangibles | 12 Months Ended |
Dec. 31, 2022 | |
Southland Holdings [Member] | |
Intangibles | 10. Intangibles For the year ended December 31, 2022, 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, 2022, and December 31, 2021, intangible assets, net consisted of the following: Schedule of intangible assets As of December 31, 2022 (Amounts in thousands; except years) Weighted-Average Gross Accumulated Net Carrying Indefinite-lived intangible assets: Trademarks $ 1,180 $ - $ 1,180 Finite-lived intangible assets: Backlog 0.7 4,732 3,694 1,038 Total intangible assets, net $ 5,912 $ 3,694 $ 2,218 As of December 31, 2021 (Amounts in thousands; except years) Weighted-Average Gross Accumulated Net Carrying 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 We recorded amortization of intangible assets of $ 1.0 1.8 0.9 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2022 | |
Southland Holdings [Member] | |
Long-Term Debt | 11. Long-Term Debt Long-term debt and credit facilities consist of the following as of December 31, 2022, and December 31, 2021: Schedule of long term debt and credit facilities As of (Amounts in thousands) December 31, December 31, Secured notes $ 177,914 $ 215,622 Mortgage notes 901 1,089 Revolving credit facility 95,000 20,000 Equipment notes 31 540 Total debt 273,846 237,251 Unamortized deferred financing costs (246 ) (321 ) Total debt, net 273,600 236,930 Current portion 46,322 41,333 Total long-term debt $ 227,278 195,597 The weighted average interest rate on total debt outstanding as of December 31, 2022, and December 31, 2021, was 4.02% 2.85% As of December 31, 2022, 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 SOFR, subject to a floor of 0.90%, plus an applicable margin rate of 2.10%. As of December 31, 2022, $95 million was drawn on the revolver, and we had $5 million available. Secured Notes We enter secured notes in order to finance growth within our business. As of December 31, 2022, we had secured notes expiring between November 2023 and May 2030. Interest rates on the secured notes range between 1.29 6.50% Mortgage Notes We enter mortgage notes in order to finance growth within our business. As of December 31, 2022, 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, 2022, we had equipment notes expiring in April 2023. As of December 31, 2022, there is 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, 2023 $ 46,322 2024 138,428 2025 50,348 2026 26,272 2027 1,447 Thereafter 11,029 Total $ 273,846 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Southland Holdings [Member] | |
Leases | 12. Leases We have operating and finance leases for corporate offices, construction site related real estate, and construction equipment. The components of lease cost for the years ended December 31, 2022, December 31, 2021, and December 31, 2020, 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 $ 7,580 $ 4,912 $ 4,538 Interest on lease liabilities 547 749 856 Total finance lease cost 8,127 5,661 5,394 Operating lease cost 18,874 18,962 12,119 Short-term lease cost 22,710 21,134 18,072 Total lease cost $ 49,711 $ 45,757 $ 35,585 Lease costs for the years ended December 31, 2022, December 31, 2021, and December 31, 2020, 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, 2022, and December 31, 2021, and December 31, 2020, 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 $ 18,769 $ 18,946 $ 12,164 Financing cash flows for finance leases 547 749 856 Operating cash flows for finance leases 8,157 4,716 4,124 Operating leases ROU assets obtained in exchange for lease liabilities 19,558 12,391 12,854 Finance leases ROU assets obtained in exchange for lease liabilities - 3,660 22,479 Additional information related to our operating leases for the year ended December 31, 2022, is as follows: Weighted average remaining lease term (in years) 1.6 Weighted average discount rate 3.00 % Additional information related to our finance leases for the year ended December 31, 2022, is as follows: Weighted average remaining lease term (in years) 2.0 Weighted average discount rate 4.80 % The following tables set forth supplemental consolidated balance sheets information related to operating and finance leases as of December 31, 2022, and December 31, 2021: Schedule of operating and finance lease Year Ended (Amounts in thousands) December 31, December 31, Operating leases Operating lease right-of-use assets $ 16,893 $ 15,816 Short-term operating lease liabilities 11,844 11,891 Long-term operating lease liabilities 4,696 3,430 Total operating lease liabilities 16,540 15,321 Finance leases Property and equipment 25,890 26,243 Accumulated amortization (17,231 ) (9,770 ) Property and equipment, net 8,659 16,473 Short-term lease liabilities 4,728 8,157 Long-term lease liabilities 5,336 10,066 Total finance lease liabilities $ 10,064 $ 18,223 Maturities of non-cancellable operating and financing leases as of December 31, 2022, are summarized in the table below: Schedule of lease maturity Year Ended (Amounts in thousands) Finance Leases Operating Leases Total 2023 $ 5,066 $ 12,124 $ 17,190 2024 5,037 3,406 8,443 2025 419 1,020 1,439 2026 - 196 196 2027 - 149 149 Thereafter - 38 38 Total 10,522 16,933 27,455 Less: present value discount (458 ) (393 ) (851 ) Lease liability $ 10,064 $ 16,540 $ 26,604 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
Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Southland Holdings [Member] | |
Preferred Stock | 13. Preferred Stock Series A Preferred Stock: As of December 31, 2022, and December 31, 2021, Oscar Renda Contracting, Inc., (“Oscar Renda”), had 17.0 1 1 Series B Preferred Stock: As of December 31, 2022, and December 31, 2021, Oscar Renda had 7.4 1 1 During the year ended December 31, 2021, the Board of Directors approved the redemption of 1.6 1 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | 9. Income Tax The Company’s net deferred tax assets (liabilities) as of December 31, 2022, and December 31, 2021, is as follows: Schedule of deferred income tax assets and deferred tax liabilities Deferred tax assets: FOR THE FOR THE Start-up costs $ 1,166,654 $ 53,469 Net operating loss carryforwards - - Total deferred tax assets 1,166,654 53,469 Valuation allowance (1,166,654 ) (53,469 ) Deferred tax assets, net of allowance $ - $ - The income tax provision for the year ended December 31, 2022, and for the period from July 14, 2021 (inception) through December 31, 2021 consists of the following: Schedule of reconciliation federal statutory rate FOR THE FOR THE Federal Current $ 800,905 $ - Deferred (227,143 ) (53,469 ) State Current $ $ - Deferred - - Change in valuation allowance 227,143 53,469 Income tax provision $ 800,905 $ - As of December 31, 2022, and December 31, 2021, the Company had available U.S. federal operating loss carry forwards of approximately $ 0 53,469 In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022, and for the period from July 14, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $ 227,143 53,469 A reconciliation of the federal income tax rate to the Company’s effective tax rate as of December 31, 2022, and December 31, 2021 is as follows: Schedule of Effective Income Tax Rate Reconciliation FOR THE FOR THE Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in valuation allowance 7.9 % (21.0 )% Income tax provision 28.9 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction which remain open and are subject to examination. |
Southland Holdings [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 Contracting, 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, the tax differential on non-U.S. earnings, the impact of U.S. GILTI, and changes in valuation allowance recorded on certain deferred tax assets. For the years ended December 31, 2022, December 31, 2021, and December 31, 2020, we recorded tax expense as follows: Schedule of reconciliation federal statutory rate Year ended (Amounts in thousands) December 31, December 31, December 31, Current income tax Federal $ 9,079 $ 7,481 $ 6,725 State 4,493 1,125 2,907 Foreign 1,821 2,092 (433 ) Deferred income tax Federal (499 ) 18,330 (12,499 ) State (1,059 ) 2,421 (2,434 ) Foreign (914 ) (1,798 ) 2,077 Valuation allowance 369 (18,706 ) 13,063 Total tax expense $ 13,290 $ 10,945 $ 9,406 Schedule of tax expense Year ended (Amounts in thousands) December 31, December 31, December 31, Statutory rate $ 15,947 $ 11,020 $ 8,307 Untaxable earnings (2,115 ) 12,073 (320 ) State income taxes - net of federal benefit 77 3,911 (457 ) Change in valuation allowances 369 (18,706 ) 13,063 Effect of foreign tax credits (2,493 ) (327 ) 4,358 Effect of uncertain tax positions 1,355 2,709 - Ratable allocation related to acquisition - - (19,608 ) Prior year true-ups 196 - 5,191 Effect of GILTI Inclusion 3,863 - - Effect of deferred true-ups (3,572 ) - - Other (337 ) 265 (1,128 ) Income tax expense $ 13,290 $ 10,945 $ 9,406 The Federal statutory tax rate is 21%. Southland effective tax rate was 17.6% 20.9% 23.8% Schedule of Effective Income Tax Rate Reconciliation Year ended December 31, December 31, December 31, Statutory rate 21.0 % 21.0 % 21.0 % Untaxable earnings (2.8 )% 23.0 % (0.8 )% State income taxes - net of federal benefit 0.1 % 7.5 % (1.2 )% Change in valuation allowances 0.5 % (35.6 )% 33.0 % Effect of foreign income taxes (3.3 )% (0.6 )% 11.0 % Effect of uncertain tax positions 1.8 % 5.2 % - % Ratable allocation related to acquisition - % - % (49.6 )% Prior year true-ups 0.3 % - % 13.2 % Effect of GILTI Inclusion 5.1 % - % - % Effect of deferred true-ups (4.7 )% - % - % Other (0.4 )% 0.5 % (2.8 )% Income tax expense 17.6 % 20.9 % 23.8 % The following tables summarize the components of deferred income tax assets and deferred tax liabilities as of December 31, 2022, and December 31, 2021: Schedule of deferred income tax assets and deferred tax liabilities Year ended (Amounts in thousands) December 31, December 31, Deferred tax assets: Net operating loss carryforwards $ 20,426 $ 23,041 Deferred compensation 1,728 2,032 Lease liability 2,225 3,754 Income from surety 1,860 5,861 Capitalized research and development expenditures 1,811 - Other 2,052 1,435 Total deferred tax assets 30,102 36,123 Valuation allowance (21,703 ) (23,111 ) Deferred tax liabilities: Property and equipment (2,408 ) (6,575 ) Intangible assets in excess of tax basis (623 ) (762 ) Passthrough income / joint ventures (975 ) (2,945 ) ROU asset (2,264 ) (3,875 ) Other (5,521 ) (4,817 ) Total deferred tax liabilities (11,791 ) (18,974 ) Net deferred tax liabilities $ (3,392 ) $ (5,962 ) As of December 31, 2022, and December 31, 2021, we have available, foreign net operating loss (“NOLs”) carryforwards that total $ 82.1 87.0 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 as the deferred assets are considered to be “more-likely-than-not” to be realizable as of December 31, 2022. 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. As of December 31, 2022, and December 31, 2021, we reserved $ 4.1 2.7 0.5 0.0 Schedule of uncertain tax positions Year ended (Amounts in thousands) December 31, December 31, Balance at beginning of period $ 2,708 $ - Additions to current year tax positions 1,355 2,708 Balance at end of period $ 4,063 $ 2,708 As of December 31, 2022, 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 2019 – 2022. American Bridge is currently under IRS audit for tax year ended December 31, 2018. On August 16, 2022, the Inflation Reduction Act (“IRA”) was enacted in the United States. Among other provisions, the IRA included a new 15% Corporate Alternative Minimum Tax (“CAMT”) for corporations with financial income in excess of $1 billion and a 1% excise tax on corporate share repurchases. The CAMT is effective for tax years beginning on or after January 1, 2023. As of December 31, 2022, the excise tax on corporate share repurchases is not expected to impact the Company as the Company has no plans for repurchases in the coming year. |
Multiemployer Plans
Multiemployer Plans | 12 Months Ended |
Dec. 31, 2022 | |
Southland Holdings [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 Schedule of multiemployer plans Plan EIN/ Pension Latest 5500 Pension 2022 (a) Pension 2021 (a) FIP/RP Status Implemented (b) 2022 (Amounts in 2021 (Amounts in Surcharge Expiration A 91-6123688 6/30/2021 G G No $ 731 $ 2,564 No 6/30/2023 B 91-6028571 12/31/2021 G G No 544 616 No 5/31/2023 C 91-6029051 12/31/2021 G G No 572 507 No 5/31/2023 D 51-6102576 12/31/2021 G G FIP Implemented 2,996 519 No 6/30/2023 E 13-1809825 12/31/2021 G G No 930 324 No 4/30/2026 F 43-6108379 3/31/2021 G G No - 77 No 4/30/2023 G 95-6042866 5/31/2021 G G No 111 87 No 12/31/2024 H 25-1283169 12/31/2021 G G No 48 70 No 5/31/2023 I 11-6245313 2/28/2022 G R FIP Implemented 295 225 No 6/30/2023 J 11-2392157 2/1/2021 G G No 100 32 No 6/30/2023 K 91-6066773 4/1/2021 G G No 179 18 No 3/31/2024 L 94-6277608 6/1/2021 G G FIP Implemented 212 - No 6/30/2021 M 43-6052659 10/31/2020 G G No 166 118 No 7/31/2023 All Others 409 700 No Various $ 7,293 $ 5,857 We did not contribute or participate as a signatory in any multiemployer plans prior to our acquisition of American Bridge in 2020. (a) The most recent Pension Protection Act zone status available is as of the plans’ year end. The zone status (as defined by the Pension Protection Act) represents the level at which the plan is funded. Plans in the red zone (R) are less than 65% funded; plans in the yellow zone (Y) are more than 65% funded, but less than 80% funded; plans in the green zone (G) are at least 80% funded. A multiemployer defined benefit pension plan that has been certified in the yellow or red zone may begin to levy a statutory surcharge on contribution rates. Once authorized, the surcharge is at the rate of 5% for the first 12 months and 10% for any periods thereafter. Contributing employers may eliminate the surcharge by entering into a collective bargaining agreement that meets the requirements of the applicable Funding Improvement Plan (FIP) or Rehabilitation Plan (RP). We were not required to pay any surcharges to any plans in 2022 or 2021. (b) The “FIP/RP Status Pending/Implemented” column indicates plans for which a FIP or RP is either pending or has been implemented. Such plans are administered through the unions involved. Under U.S. legislation regarding such pension plans, a company is required to continue funding its proportionate share of a plan’s unfunded vested benefits, if any, in the event of a withdrawal from a plan or plan termination. We have no present intention of withdrawing from any of these plans, and we have not been informed that there is any intention to terminate such plans. We also contribute to multiemployer plans in Canada. Contributions to those plans totaled approximately $ 0.0 0.2 0.2 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, 2022, December 31, 2021, and December 31, 2020, were approximately $ 5.1 3.2 0.8 We also contribute to various multiemployer health and welfare plans. Total contributions for the years ended December 31, 2022, December 31, 2021, December 31, 2020, were $ 7.9 5.8 1.5 |
Collaboration Agreement
Collaboration Agreement | 12 Months Ended |
Dec. 31, 2022 | |
Southland Holdings [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 | 12 Months Ended |
Dec. 31, 2022 | |
Related Parties | 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 $ 15,000 180,000 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 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 December 31, 2022, and 2021, respectively, no |
Southland Holdings [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 (Amounts in thousands) As of Description Balance sheet classification December 31, December 31, Accounts receivable from employees Accounts receivable, net $ 181 $ 177 Accounts receivable from officers (1) Accounts receivable, net 2,712 2,693 Accounts receivable from related parties Accounts receivable, net 1,347 1,347 Accounts receivable from the preferred stockholders Other noncurrent assets 645 128 Notes payable due to Southland Holdings Members Long-term debt 9,069 8,912 Amounts due to collaborative arrangement Accrued liabilities 18,534 19,030 Total related party transactions $ 32,488 $ 32,287 (1) Accounts receivable from officers was satisfied prior to consummating the Merger. We and certain of our subsidiaries enter cost sharing arrangements when such an arrangement would be operationally efficient. The relationships between us and our related parties could result in operating results or financial positions that could differ from those that would have been obtained if the companies were autonomous. |
Remaining Unsatisfied Performan
Remaining Unsatisfied Performance Obligations | 12 Months Ended |
Dec. 31, 2022 | |
Southland Holdings [Member] | |
Remaining Unsatisfied Performance Obligations | 19. Remaining Unsatisfied Performance Obligations Remaining Unsatisfied Performance Obligations (“RUPO”) consists of two components: (1) unearned revenue and (2) awarded but not started. Unearned revenue includes the revenue we expect to record in the future on in-progress contracts, including 100% of our consolidated joint venture contracts and our proportionate share of unconsolidated joint venture contracts. Contracts that are awarded, but not yet started, are included in RUPO once a contract has been fully executed and/or we have received formal “Notice to Proceed” from the project owner. Although RUPO reflects business that we consider to be firm, deferrals, cancellations and/or scope adjustments may occur. RUPO is adjusted to reflect any known project cancellations, revisions to project scope and cost, foreign currency exchange fluctuations and project deferrals, as appropriate. Fixed price contracts, particularly with federal, state and local government customers, are expected to continue to represent a majority of our total RUPO. The following schedule shows the RUPO as of December 31, 2022, and December 31, 2021: Schedule of remaining unsatisfied performance obligations Year ended (Amounts in millions) December 31, December 31, Remaining Unsatisfied Performance Obligations $ 2,973 $ 2,218 The Company expects to recognize approximately 48% of its RUPOs as revenue during the next twelve months, and the balance thereafter. |
Profit Sharing Plan
Profit Sharing Plan | 12 Months Ended |
Dec. 31, 2022 | |
Southland Holdings [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, 2022, December 31, 2021, and December 31, 2020, we made contributions of $ 1.8 2.2 1.4 |
Noncontrolling Interests Holder
Noncontrolling Interests Holders | 12 Months Ended |
Dec. 31, 2022 | |
Southland Holdings [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% 100% 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 statements 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 (Amounts in thousands) December 31, December 31, December 31, Revenue $ 38,526 $ 59,437 $ 94,494 Net income (loss) attributable to noncontrolling interests 2,108 2,810 (3,516 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Basis of Presentation | 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 | 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 | 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 | 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 | 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 | 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 | 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, 2022, and 2021, respectively. |
Net Income per Common Share | 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 14,385,493 The following table reflects the calculation of basic and diluted net income per common share (in dollars): Schedule of Earnings Per Share, Basic and Diluted FOR THE FOR THE Public Founders Public Founders Basic and diluted net income per common share Numerator: Allocation of net income as adjusted $ 1,547,311 $ 383,991 $ (68,381 ) $ (70,057 ) Denominator: Basic weighted average shares outstanding $ 28,771,000 $ 7,140,000 6,260,292 6,413,684 Basic and diluted net loss per common share $ 0.05 $ 0.05 $ (0.01 ) $ (0.01 ) |
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 |
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. |
Recent Accounting Pronouncements | 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. |
Southland Holdings [Member] | |
Basis of Presentation | a. Basis of Presentation These consolidated financial statements have been prepared in conformity with United States Generally Accepted Accounting Principles (“GAAP”). The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) contains guidance that form GAAP. New guidance is released via Accounting Standards Update (“ASU”). The consolidated financial statements include the accounts of Southland Holdings, 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. |
Use of Estimates | f. 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 doubtful accounts, recoverability of unapproved contract modifications, and deferred tax assets. |
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. Renda Pacific, LLP, is treated as a partnership for federal income tax purposes and is not subject to federal income tax at the entity level. 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. Heritage Materials, LLC, 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. For entities subject to income tax, income taxes are recognized during the year in which transactions enter into the determination of financial statement income (loss). Any taxes on foreign income in excess of a deemed return on tangible assets of foreign corporations are accounted for as period costs. Deferred income tax assets and liabilities are recognized for the future tax consequences of temporary differences between the book carrying amount and the tax basis of assets and liabilities including net operating loss carryforwards. A valuation allowance is provided against a deferred income tax asset when it is “more likely than not” the asset will not be realized. Similarly, if a determination is made that it is “more likely than not” the deferred income tax asset will be realized, the related valuation allowance would be reduced and a benefit to earnings would be recorded. Penalties and interest are recognized as a component of the income tax provision. Tax benefits are recognized in the consolidated financial statements for tax positions taken or expected to be taken in a tax return when it is “more likely than not” that the tax authorities will sustain the tax position solely on the basis of the position’s technical merits. Consideration is given primarily to legislation and statutes, legislative intent, regulations, rulings, and case law as well as their applicability to the facts and circumstances of the tax position when assessing the sustainability of the tax position. In the event a tax position no longer meets the “more likely than not” criteria, the tax benefit is reversed by recognizing a liability and recording a charge to earnings. Conversely, if a tax position subsequently meets the “more likely than not” criteria, a tax benefit would be recognized by reducing the liability and recording a credit to earnings. We classify interest and penalties attributable to income taxes as part of income tax expense. |
Concentration Risk | h. Concentration Risk Accounts receivable from seven customers comprised approximately 55 42 11 The percentage of our labor force subject to collective bargaining agreements was 26 18 17 During the year ended December 31, 2022, revenue earned from operations in Texas and Florida was approximately 24.9% 16.3% 15% 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% |
Fair Value Measurement | j. Fair Value Measurement FASB ASC 820, Fair Value Measurements and Disclosures Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that we have the ability to access. Level 2 Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets in inactive markets, inputs other than quoted prices that are observable for the asset or liability, inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. All assets and liabilities have been valued using a market approach, except for Level 3 assets. Fair values for assets in Level 2 are estimated using quoted market prices for the funds’ investment assets in active and inactive markets. Fair values for assets in Level 3 are estimated based on estimated fair values of the funds’ underlying assets as provided by third-party pricing information without adjustment, which are believed to be illiquid. There were no significant transfers in or out of Levels 1, 2, or 3 during 2021 or 2022. |
Recent Accounting Pronouncements | u. Recent 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. The implementation of Topic 326 in 2023 will not have a material impact on our consolidated financial statements given the nature of our contracts and our historical loss experience. |
Reclassifications | b. Reclassifications Certain reclassifications have been made to the Company’s prior period consolidated financial information to conform to the current year presentation. These presentation changes did not impact the Company’s consolidated net income, consolidated cash flows, total assets, total liabilities or total equity. |
Business Combinations | c. 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. |
Operating Cycle | d. 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 | e. 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, 2022, and December 31, 2021, are approximately 21 18 The financial records of Southland Technicore Mole joint venture, Renda Contracting of Canada, Inc., Southland Mole of Canada, Southland Astaldi joint venture, and various consolidated American Bridge subsidiaries are maintained in local currencies. Results of foreign operations are translated from the local currency to the U.S. dollar (functional and reporting currency) using the average exchange rates during the period, while assets and liabilities are translated at the exchange rate in effect at the reporting date. Certain long-lived assets and liabilities are converted at historical rates. Resulting gains or losses from translating foreign currency financial statements are recorded as other comprehensive income (loss). We enter foreign currency transactions when a transaction is denominated in currency other than our functional currency. A transaction is initially measured and recorded using the exchange rate on the date of the transaction. Transactions are then remeasured at the end of each reporting period using the exchange rate at that date. The resulting gains or losses are recorded in the consolidated statements of operations within other income, net. |
Segments | g. 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. |
Revenue and Cost Recognition | i. 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 over the expected duration of the contract. Capitalized contract costs are included as contract assets on the consolidated balance sheets and are amortized over the expected contract length. Provisions for estimated losses on incomplete contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability may result in revisions to costs and income, which are recognized in the period in which the revisions are determined. Changes in estimated job profitability resulting from job performance, job conditions, contract penalty provisions, claims, change orders, and settlements, are accounted for as changes in estimates in the current period. Schedule of Cost to fulfill contracts, net (Amounts in thousands) December 31, December 31, Costs to insure $ 25,091 $ 12,770 Mobilization costs 6,990 5,358 Costs to fulfill contracts, net $ 32,081 $ 18,128 During the years ended December 31, 2022 and December 31, 2021, we amortized $ 14.5 18.9 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 | k. 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 majority of our balances exceed federally insured limits. We have not experienced any losses in these accounts, and we do not believe they are exposed to any significant credit risk. Restricted cash and cash equivalents consist of amounts held in accounts in our name at certain financial institutions. These accounts are subject to certain control provisions in favor of various surety and insurance companies for purposes of compliance and security perfections. 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 (Amounts in thousands) December 31, 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 $ 57,915 $ 63,342 Restricted cash at end of period 14,076 47,900 Cash, cash equivalents, and restricted cash at end of period $ 71,991 111,242 |
Accounts Receivable, Net | l. 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 $ 62.3 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, 2022, and December 30, 2021, we had an allowance for doubtful accounts of $ 1.5 3.0 |
Inventory | m. 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, 2022, and December 31, 2021, we had inventory of $ 9.8 10.4 |
Debt Issuance Costs | n. 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 | o. 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 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. |
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 unit and determine the carrying value of the reporting unit by assigning the assets and liabilities, including the existing goodwill and indefinite-lived intangibles, to the reporting unit. Our reporting units are based on our organizational and reporting structure. We currently identify three reporting units. We begin with a qualitative assessment using inputs based on our business, our industry, and overall macroeconomic factors. If our qualitative assessment deems that the fair value of a reporting unit is more likely than not less than its carrying amount, we then complete a quantitative assessment to determine the fair value of the reporting unit and compare it to the carrying amount of the reporting unit. For the years ended December 31, 2022, December 31, 2021, and December 31, 2020, based on the result of our qualitative assessments which determined that it was more likely than not that the fair value of the reporting units exceeded the carrying amounts and that the fair value of the indefinite-lived intangible assets exceeded the carrying amounts, we did not complete quantitative assessments and we did not record any impairment of goodwill or indefinite-lived intangible assets. |
Valuation of Long-Lived Assets | 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, 2022, December 31, 2021, and December 31, 2020, we recorded amortization expense of $ 1.0 1.8 0.9 |
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, 2022, and December 31, 2021, we had $ 12.8 12.1 |
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) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Earnings Per Share, Basic and Diluted | Schedule of Earnings Per Share, Basic and Diluted FOR THE FOR THE Public Founders Public Founders Basic and diluted net income per common share Numerator: Allocation of net income as adjusted $ 1,547,311 $ 383,991 $ (68,381 ) $ (70,057 ) Denominator: Basic weighted average shares outstanding $ 28,771,000 $ 7,140,000 6,260,292 6,413,684 Basic and diluted net loss per common share $ 0.05 $ 0.05 $ (0.01 ) $ (0.01 ) |
Southland Holdings [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 $ 25,091 $ 12,770 Mobilization costs 6,990 5,358 Costs to fulfill contracts, net $ 32,081 $ 18,128 |
Schedule of Cash, cash equivalents, and restricted cash | Schedule of Cash, cash equivalents, and restricted cash (Amounts in thousands) December 31, 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 $ 57,915 $ 63,342 Restricted cash at end of period 14,076 47,900 Cash, cash equivalents, and restricted cash at end of period $ 71,991 111,242 |
Schedule of estimated useful lives | Schedule of estimated useful lives Buildings 40 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 |
Common Stock Subject to Possi_2
Common Stock Subject to Possible Redemption (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Common Stock Subject To Possible Redemption | |
Schedule of Common Stock Subject to Possible Redemption | Schedule of 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 3,055,443 Common Stock subject to possible redemption, December 31, 2022 $ 283,195,443 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred income tax assets and deferred tax liabilities | Schedule of deferred income tax assets and deferred tax liabilities Deferred tax assets: FOR THE FOR THE Start-up costs $ 1,166,654 $ 53,469 Net operating loss carryforwards - - Total deferred tax assets 1,166,654 53,469 Valuation allowance (1,166,654 ) (53,469 ) Deferred tax assets, net of allowance $ - $ - |
Schedule of reconciliation federal statutory rate | Schedule of reconciliation federal statutory rate FOR THE FOR THE Federal Current $ 800,905 $ - Deferred (227,143 ) (53,469 ) State Current $ $ - Deferred - - Change in valuation allowance 227,143 53,469 Income tax provision $ 800,905 $ - |
Schedule of Effective Income Tax Rate Reconciliation | Schedule of Effective Income Tax Rate Reconciliation FOR THE FOR THE Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in valuation allowance 7.9 % (21.0 )% Income tax provision 28.9 % 0.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements | |
Schedule of Assets measured at fair value on a recurring basis | Schedule of Assets measured at fair value on a recurring basis Description Quoted Significant Significant (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - Money Market Funds and Treasuries $ 283,319,605 $ - $ - December 31, 2021 Description Quoted Significant Significant (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - Money Market Funds and Treasuries $ 280,164,163 $ - $ - |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Southland Holdings [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 [Member] | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of noncontrolled Joint ventures | Schedule of noncontrolled Joint ventures As of and for the year ended (Amounts in thousands) December 31, 2022 Assets Liabilities Revenues Income (loss) FCBC $ 3,256 $ 11,509 $ (1,555 ) $ (3,949 ) TZC 530,834 22,770 (17,816 ) 337 EHW 415 167 0 (5 ) As of and for the year ended (Amounts in thousands) December 31, 2021 Assets Liabilities Revenues Income (loss) FCBC $ 2,574 $ 11,419 $ 6,380 $ 6,019 TZC 551,074 43,290 (9,337 ) (56 ) EHW 461 208 - (5,706 ) As of and for the year ended (Amounts in thousands) December 31, 2020 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 (Amounts in thousands) December 31, 2022 Revenue Income (loss) Equity FCBC $ (435 ) $ (1,106 ) $ (2,311 ) TZC (4,157 ) 79 108,509 EHW - (2 ) 87 Total $ (4,592 ) $ (1,029 ) $ 106,285 As of and for the year ended (Amounts in thousands) December 31, 2021 Revenue Income (loss) Equity FCBC $ 1,787 $ 1,686 $ (2,477 ) TZC (2,179 ) (13 ) 104,259 EHW - (200 ) 89 Total $ (392 ) $ 1,473 $ 101,871 As of and for the year ended (Amounts in thousands) December 31, 2020 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 (Amounts in thousands) December 31, 2022 Assets Liabilities Revenues Income RRSGP $ 34,596 $ 19,670 $ 60,130 $ 12,165 As of and for the year ended (Amounts in thousands) December 31, 2021 Assets Liabilities Revenues Income RRSGP $ 9,468 $ 5,999 $ 17,515 $ 3,502 ORCC has recognized the following as of and for the year ended December 31, 2022 and December 31, 2021. As of and for the year ended (Amounts in thousands) December 31, 2022 Revenue Income Equity RRSGP $ 30,106 $ 6,021 $ 7,439 As of and for the year ended (Amounts in thousands) December 31, 2021 Revenue Income Equity RRSGP $ 8,762 $ 1,752 $ 1,739 |
Fair Value of Investments (Tabl
Fair Value of Investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Assets measured at fair value on a recurring basis | Schedule of Assets measured at fair value on a recurring basis Description Quoted Significant Significant (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - Money Market Funds and Treasuries $ 283,319,605 $ - $ - December 31, 2021 Description Quoted Significant Significant (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - Money Market Funds and Treasuries $ 280,164,163 $ - $ - |
Southland Holdings [Member] | |
Schedule of Fair values of investments measured on a recurring basis | Schedule of Fair values of investments measured on a recurring basis December 31, 2022 (Amounts in thousands) Fair Value Level 1 Level 2 Level 3 Marketable Securities Common Stocks $ 8 $ 8 $ - $ - Total 8 8 - - Investments Noncurrent Private Equity 3,261 - - 3,261 Total noncurrent 3,261 - - 3,261 Overall Total $ 3,269 $ 8 $ - $ 3,261 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 |
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, 2022 $ 3,925 $ 3,925 Total gains (losses) (realized / unrealized): In Earnings: 263 263 Purchases, issuances, and sales: Purchases 131 131 Sales (1,058 ) (1,058 ) Balance - December 31, 2022 $ 3,261 $ 3,261 (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 |
Investing Activities (Tables)
Investing Activities (Tables) - Southland Holdings [Member] | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Marketable Securities | Schedule of Marketable Securities (Amounts in thousands) Amortized Costs Net gains Fair value Common stocks $ - $ 8 $ 8 Total $ - $ 8 $ 8 |
Schedule of noncurrent marketable securities | Schedule of noncurrent marketable securities (Amounts in thousands) Amortized Costs Net gains Fair value Private equity $ 688 $ 2,573 $ 3,261 Total $ 688 $ 2,573 $ 3,261 (Amounts in thousands) Amortized Costs Net gains Fair value Private equity $ 1,615 $ 2,310 $ 3,925 Total $ 1,615 $ 2,310 $ 3,925 |
Revenue (Tables)
Revenue (Tables) - Southland Holdings [Member] | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of segment revenue | Schedule of segment revenue Year Ended (Amounts in thousands) December 31, December 31, December 31, % of Total % of Total % of Total Segment Revenue Revenue Revenue Revenue Revenue Revenue Civil $ 305,324 26.3 % $ 391,629 30.6 % $ 368,588 34.8 % Transportation 856,107 73.7 % 887,557 69.4 % 689,348 65.2 % Total Revenue $ 1,161,431 100.0 % $ 1,279,186 100.0 % $ 1,057,936 100.0 % |
Schedule of segment gross profit | Schedule of segment gross profit Year Ended (Amounts in thousands) December 31, December 31, December 31, % of Segment % of Segment % of Segment Segment Gross Profit Revenue Gross Profit Revenue Gross Profit Revenue Civil $ 45,464 14.9 % $ 40,913 10.4 % $ 58,314 15.8 % Transportation 95,470 11.2 % 73,275 8.3 % 35,086 5.1 % Gross Profit $ 140,934 12.1 % $ 114,188 8.9 % $ 93,400 8.8 % |
Cost and Estimated Earnings o_2
Cost and Estimated Earnings on Uncompleted Contracts (Tables) - Southland Holdings [Member] | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Contract assets | Schedule of Contract assets As of (Amounts in thousands) December 31, December 31, Costs in excess of billings $ 480,825 $ 356,495 Costs to fulfill contracts, net 32,081 18,129 Contract assets $ 512,906 $ 374,624 |
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 $ 6,874,709 $ 7,887,047 Estimated earnings 398,917 847,786 Costs incurred and estimated earnings 7,273,626 8,734,833 Less: billings to date (6,924,358 ) (8,489,624 ) Costs to fulfill contracts, net 32,081 18,129 Net contract position $ 381,349 $ 263,338 |
Schedule of net contract position | Schedule of net contract position As of (Amounts in thousands) December 31, December 31, Contract assets $ 512,906 $ 374,624 Contract liabilities (131,557 ) (111,286 ) Net contract position $ 381,349 $ 263,338 |
Schedule of consolidated balance sheets | Schedule of consolidated balance sheets (Amounts in thousands) December 31, December 31, Costs in excess of billings $ 156,127 $ 105,102 Investments 104,643 105,124 Claims asset total $ 260,770 $ 210,226 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Southland Holdings [Member] | |
Schedule of property and equipment | Schedule of property and equipment As of (Amounts in thousands) December 31, December 31, Land $ 6,211 $ 6,296 Buildings 31,225 33,642 Auto and trucks 29,967 29,343 Machinery and equipment 304,501 291,889 Assets in progress 162 15,427 Office and safety equipment 1,244 1,244 Property and equipment, at cost 373,310 377,841 Less: accumulated depreciation (259,226 ) (221,810 ) Property and equipment, net $ 114,084 $ 156,031 |
Intangibles (Tables)
Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Southland Holdings [Member] | |
Schedule of intangible assets | Schedule of intangible assets As of December 31, 2022 (Amounts in thousands; except years) Weighted-Average Gross Accumulated Net Carrying Indefinite-lived intangible assets: Trademarks $ 1,180 $ - $ 1,180 Finite-lived intangible assets: Backlog 0.7 4,732 3,694 1,038 Total intangible assets, net $ 5,912 $ 3,694 $ 2,218 As of December 31, 2021 (Amounts in thousands; except years) Weighted-Average Gross Accumulated Net Carrying 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 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) - Southland Holdings [Member] | 12 Months Ended |
Dec. 31, 2022 | |
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 $ 177,914 $ 215,622 Mortgage notes 901 1,089 Revolving credit facility 95,000 20,000 Equipment notes 31 540 Total debt 273,846 237,251 Unamortized deferred financing costs (246 ) (321 ) Total debt, net 273,600 236,930 Current portion 46,322 41,333 Total long-term debt $ 227,278 195,597 |
Schedule of maturities of long term debt | Schedule of maturities of long term debt Year Ended (Amounts in thousands) December 31, 2023 $ 46,322 2024 138,428 2025 50,348 2026 26,272 2027 1,447 Thereafter 11,029 Total $ 273,846 |
Leases (Tables)
Leases (Tables) - Southland Holdings [Member] | 12 Months Ended |
Dec. 31, 2022 | |
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 $ 7,580 $ 4,912 $ 4,538 Interest on lease liabilities 547 749 856 Total finance lease cost 8,127 5,661 5,394 Operating lease cost 18,874 18,962 12,119 Short-term lease cost 22,710 21,134 18,072 Total lease cost $ 49,711 $ 45,757 $ 35,585 |
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 $ 18,769 $ 18,946 $ 12,164 Financing cash flows for finance leases 547 749 856 Operating cash flows for finance leases 8,157 4,716 4,124 Operating leases ROU assets obtained in exchange for lease liabilities 19,558 12,391 12,854 Finance leases ROU assets obtained in exchange for lease liabilities - 3,660 22,479 Additional information related to our operating leases for the year ended December 31, 2022, is as follows: Weighted average remaining lease term (in years) 1.6 Weighted average discount rate 3.00 % Additional information related to our finance leases for the year ended December 31, 2022, is as follows: Weighted average remaining lease term (in years) 2.0 Weighted average discount rate 4.80 % |
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 $ 16,893 $ 15,816 Short-term operating lease liabilities 11,844 11,891 Long-term operating lease liabilities 4,696 3,430 Total operating lease liabilities 16,540 15,321 Finance leases Property and equipment 25,890 26,243 Accumulated amortization (17,231 ) (9,770 ) Property and equipment, net 8,659 16,473 Short-term lease liabilities 4,728 8,157 Long-term lease liabilities 5,336 10,066 Total finance lease liabilities $ 10,064 $ 18,223 |
Schedule of lease maturity | Schedule of lease maturity Year Ended (Amounts in thousands) Finance Leases Operating Leases Total 2023 $ 5,066 $ 12,124 $ 17,190 2024 5,037 3,406 8,443 2025 419 1,020 1,439 2026 - 196 196 2027 - 149 149 Thereafter - 38 38 Total 10,522 16,933 27,455 Less: present value discount (458 ) (393 ) (851 ) Lease liability $ 10,064 $ 16,540 $ 26,604 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of reconciliation federal statutory rate | Schedule of reconciliation federal statutory rate FOR THE FOR THE Federal Current $ 800,905 $ - Deferred (227,143 ) (53,469 ) State Current $ $ - Deferred - - Change in valuation allowance 227,143 53,469 Income tax provision $ 800,905 $ - |
Schedule of Effective Income Tax Rate Reconciliation | Schedule of Effective Income Tax Rate Reconciliation FOR THE FOR THE Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in valuation allowance 7.9 % (21.0 )% Income tax provision 28.9 % 0.0 % |
Schedule of deferred income tax assets and deferred tax liabilities | Schedule of deferred income tax assets and deferred tax liabilities Deferred tax assets: FOR THE FOR THE Start-up costs $ 1,166,654 $ 53,469 Net operating loss carryforwards - - Total deferred tax assets 1,166,654 53,469 Valuation allowance (1,166,654 ) (53,469 ) Deferred tax assets, net of allowance $ - $ - |
Southland Holdings [Member] | |
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 $ 9,079 $ 7,481 $ 6,725 State 4,493 1,125 2,907 Foreign 1,821 2,092 (433 ) Deferred income tax Federal (499 ) 18,330 (12,499 ) State (1,059 ) 2,421 (2,434 ) Foreign (914 ) (1,798 ) 2,077 Valuation allowance 369 (18,706 ) 13,063 Total tax expense $ 13,290 $ 10,945 $ 9,406 |
Schedule of tax expense | Schedule of tax expense Year ended (Amounts in thousands) December 31, December 31, December 31, Statutory rate $ 15,947 $ 11,020 $ 8,307 Untaxable earnings (2,115 ) 12,073 (320 ) State income taxes - net of federal benefit 77 3,911 (457 ) Change in valuation allowances 369 (18,706 ) 13,063 Effect of foreign tax credits (2,493 ) (327 ) 4,358 Effect of uncertain tax positions 1,355 2,709 - Ratable allocation related to acquisition - - (19,608 ) Prior year true-ups 196 - 5,191 Effect of GILTI Inclusion 3,863 - - Effect of deferred true-ups (3,572 ) - - Other (337 ) 265 (1,128 ) Income tax expense $ 13,290 $ 10,945 $ 9,406 |
Schedule of Effective Income Tax Rate Reconciliation | Schedule of Effective Income Tax Rate Reconciliation Year ended December 31, December 31, December 31, Statutory rate 21.0 % 21.0 % 21.0 % Untaxable earnings (2.8 )% 23.0 % (0.8 )% State income taxes - net of federal benefit 0.1 % 7.5 % (1.2 )% Change in valuation allowances 0.5 % (35.6 )% 33.0 % Effect of foreign income taxes (3.3 )% (0.6 )% 11.0 % Effect of uncertain tax positions 1.8 % 5.2 % - % Ratable allocation related to acquisition - % - % (49.6 )% Prior year true-ups 0.3 % - % 13.2 % Effect of GILTI Inclusion 5.1 % - % - % Effect of deferred true-ups (4.7 )% - % - % Other (0.4 )% 0.5 % (2.8 )% Income tax expense 17.6 % 20.9 % 23.8 % |
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: Net operating loss carryforwards $ 20,426 $ 23,041 Deferred compensation 1,728 2,032 Lease liability 2,225 3,754 Income from surety 1,860 5,861 Capitalized research and development expenditures 1,811 - Other 2,052 1,435 Total deferred tax assets 30,102 36,123 Valuation allowance (21,703 ) (23,111 ) Deferred tax liabilities: Property and equipment (2,408 ) (6,575 ) Intangible assets in excess of tax basis (623 ) (762 ) Passthrough income / joint ventures (975 ) (2,945 ) ROU asset (2,264 ) (3,875 ) Other (5,521 ) (4,817 ) Total deferred tax liabilities (11,791 ) (18,974 ) Net deferred tax liabilities $ (3,392 ) $ (5,962 ) |
Schedule of uncertain tax positions | Schedule of uncertain tax positions Year ended (Amounts in thousands) December 31, December 31, Balance at beginning of period $ 2,708 $ - Additions to current year tax positions 1,355 2,708 Balance at end of period $ 4,063 $ 2,708 |
Multiemployer Plans (Tables)
Multiemployer Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Southland Holdings [Member] | |
Schedule of multiemployer plans | Schedule of multiemployer plans Plan EIN/ Pension Latest 5500 Pension 2022 (a) Pension 2021 (a) FIP/RP Status Implemented (b) 2022 (Amounts in 2021 (Amounts in Surcharge Expiration A 91-6123688 6/30/2021 G G No $ 731 $ 2,564 No 6/30/2023 B 91-6028571 12/31/2021 G G No 544 616 No 5/31/2023 C 91-6029051 12/31/2021 G G No 572 507 No 5/31/2023 D 51-6102576 12/31/2021 G G FIP Implemented 2,996 519 No 6/30/2023 E 13-1809825 12/31/2021 G G No 930 324 No 4/30/2026 F 43-6108379 3/31/2021 G G No - 77 No 4/30/2023 G 95-6042866 5/31/2021 G G No 111 87 No 12/31/2024 H 25-1283169 12/31/2021 G G No 48 70 No 5/31/2023 I 11-6245313 2/28/2022 G R FIP Implemented 295 225 No 6/30/2023 J 11-2392157 2/1/2021 G G No 100 32 No 6/30/2023 K 91-6066773 4/1/2021 G G No 179 18 No 3/31/2024 L 94-6277608 6/1/2021 G G FIP Implemented 212 - No 6/30/2021 M 43-6052659 10/31/2020 G G No 166 118 No 7/31/2023 All Others 409 700 No Various $ 7,293 $ 5,857 |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Southland Holdings [Member] | |
Schedule of related party transactions | Schedule of related party transactions (Amounts in thousands) As of Description Balance sheet classification December 31, December 31, Accounts receivable from employees Accounts receivable, net $ 181 $ 177 Accounts receivable from officers (1) Accounts receivable, net 2,712 2,693 Accounts receivable from related parties Accounts receivable, net 1,347 1,347 Accounts receivable from the preferred stockholders Other noncurrent assets 645 128 Notes payable due to Southland Holdings Members Long-term debt 9,069 8,912 Amounts due to collaborative arrangement Accrued liabilities 18,534 19,030 Total related party transactions $ 32,488 $ 32,287 |
Remaining Unsatisfied Perform_2
Remaining Unsatisfied Performance Obligations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Southland Holdings [Member] | |
Schedule of remaining unsatisfied performance obligations | Schedule of remaining unsatisfied performance obligations Year ended (Amounts in millions) December 31, December 31, Remaining Unsatisfied Performance Obligations $ 2,973 $ 2,218 |
Noncontrolling Interests Hold_2
Noncontrolling Interests Holders (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Southland Holdings [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 (Amounts in thousands) December 31, December 31, December 31, Revenue $ 38,526 $ 59,437 $ 94,494 Net income (loss) attributable to noncontrolling interests 2,108 2,810 (3,516 ) |
Description of Business (Detail
Description of Business (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Dec. 01, 2021 | Nov. 29, 2021 | Nov. 24, 2021 | Oct. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Transaction costs | $ 15,660,526 | $ 13,680,526 | ||||
Underwriting fees | 5,520,000 | 4,800,000 | ||||
Deferred underwriting fees | $ 9,660,000 | 8,400,000 | ||||
Other offering costs | $ 480,526 | |||||
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 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. | |||||
Percentage of asset held in trust account | 80% | |||||
Business combination, percentage of voting securities | 50% | |||||
Net tangible assets | $ 5,000,001 | |||||
Tax obligations | $ 100,000 | |||||
Southland Holdings [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Remuneration paid percentage | 75% | |||||
Remuneration paid | $ 847,000 | |||||
Subsidies | $ 2,500,000 | |||||
Labor and related costs | $ 100,000 | $ 2,400,000 | ||||
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 ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Southland Holdings [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Costs to insure | $ 12,770,000 | $ 25,091,000 |
Mobilization costs | 5,358,000 | 6,990,000 |
Costs to fulfill contracts, net | 18,128,000 | 32,081,000 |
Public Shares [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Allocation of net loss as adjusted | $ (68,381) | $ 1,547,311 |
Basic weighted average shares outstanding | 6,260,292 | 28,771,000 |
Basic and diluted net loss per common share | $ (0.01) | $ 0.05 |
Founder Shares [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Allocation of net loss as adjusted | $ (70,057) | $ 383,991 |
Basic weighted average shares outstanding | 6,413,684 | 7,140,000 |
Basic and diluted net loss per common share | $ (0.01) | $ 0.05 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | |||
Cash equivalents | $ 0 | $ 0 | |
Unrecognized tax benefits | 0 | 0 | |
Accrued for interest and penalties | 0 | 0 | |
FDIC insure limits | 250,000 | ||
Southland Holdings [Member] | |||
Product Information [Line Items] | |||
Unrecognized tax benefits | $ 4,063,000 | $ 2,708,000 | |
Net asset of foreign operations, percentage | 21% | 18% | |
Concentration Risk, percentage | 26% | 18% | 17% |
Mobilization and costs to insure contracts | $ 14,500,000 | $ 18,900,000 | |
Outstanding retainage receivables net | 62,300,000 | ||
Allowance for doubtful accounts | 1,500,000 | 3,000,000 | |
Inventory | 9,800,000 | 10,400,000 | |
Amortization expense | 1,000,000 | 1,800,000 | $ 900,000 |
Compensation, general liability, and auto insurance | 300,000 | ||
Insurance claim | 2,000,000 | ||
Self insurance reserves | $ 12,800,000 | $ 12,100,000 | |
Southland Holdings [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | Seven Customers [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, percentage | 55% | ||
Southland Holdings [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | Five Customers [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, percentage | 42% | ||
Southland Holdings [Member] | Contract Receivables [Member] | Customer Concentration Risk [Member] | Two Customer [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, percentage | 11% | ||
Southland Holdings [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member] | TEXAS | |||
Product Information [Line Items] | |||
Concentration Risk, percentage | 24.90% | 26.90% | 37.70% |
Southland Holdings [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member] | FLORIDA | |||
Product Information [Line Items] | |||
Concentration Risk, percentage | 16.30% | 18.10% | 10.80% |
Southland Holdings [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member] | Foreign [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, percentage | 15% | 9% | 4% |
Private Placement [Member] | |||
Product Information [Line Items] | |||
[custom:SaleOfStocksNumberOfSharesIssuedInTransaction] | 14,385,493 |
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 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 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 | 1,045,500 |
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 | 6 Months Ended | 12 Months Ended | |||||
Dec. 01, 2021 | Nov. 05, 2021 | Nov. 22, 2021 | Aug. 23, 2021 | Jul. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
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 | $ 180,000 | $ 19,500 | ||||||
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 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 01, 2021 | Nov. 29, 2021 | Nov. 24, 2021 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Percentage of cash underwritng commission | 2% | |||
Percentage of underwriting deferred Commission | 3.50% | |||
Underwriting fees | $ 5,520,000 | |||
Deferred underwriting fees | $ 9,660,000 | $ 8,400,000 | ||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||||
Subsidiary, Sale of Stock [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] | ||||
Subsidiary, Sale of Stock [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 |
Common Stock Subject to Possi_3
Common Stock Subject to Possible Redemption (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 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 | ||
Common Stock subject to possible redemption | 283,195,443 | $ 280,140,000 | |
Accretion - increase in redemption value of common stock subject to redemption | $ 3,055,443 |
Common Stock Subject to Possi_4
Common Stock Subject to Possible Redemption (Details Narrative) - $ / shares | Dec. 31, 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 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |
Nov. 22, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 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 | |
Stock issued during period, shares | 7,140,000 | ||
Issuance of representative shares, value | $ 25,000 | ||
Public warrants outstanding | 13,799,991 | ||
Private warrants outstanding | 585,502 | ||
Warrants exercise price | $ 11.50 | ||
Warrants term | 5 years | ||
Representative Shares [Member] | |||
Class of Stock [Line Items] | |||
Stock Issued | 240,000 | 240,000 | |
Stock issued during period, shares | 240,000 | ||
Issuance of representative shares, value | $ 870 | ||
Founder Shares [Member] | |||
Class of Stock [Line Items] | |||
Stock Issued | 6,900,000 | 6,900,000 | |
Stock issued during period, shares | 6,900,000 | ||
Public Shares [Member] | |||
Class of Stock [Line Items] | |||
Stock Issued | 27,600,000 | 27,600,000 | |
Private Shares [Member] | |||
Class of Stock [Line Items] | |||
Stock Issued | 1,171,000 | 1,171,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Start-up costs | $ 53,469 | $ 1,166,654 | $ 53,469 | |
Total deferred tax assets | 53,469 | 1,166,654 | 53,469 | |
Valuation allowance | (53,469) | (1,166,654) | (53,469) | |
Deferred tax assets, net of allowance | ||||
Current income tax | ||||
Federal | 800,905 | |||
State | ||||
Deferred income tax | ||||
Federal | (53,469) | (227,143) | ||
Valuation allowance | 53,469 | 227,143 | ||
Southland Holdings [Member] | ||||
Total deferred tax assets | 36,123,000 | 30,102,000 | 36,123,000 | |
Valuation allowance | (23,111,000) | (21,703,000) | (23,111,000) | |
Deferred tax assets, net of allowance | $ 5,962,000 | 3,392,000 | 5,962,000 | |
Current income tax | ||||
Federal | 9,079,000 | 7,481,000 | $ 6,725,000 | |
State | 4,493,000 | 1,125,000 | 2,907,000 | |
Foreign | 1,821,000 | 2,092,000 | (433,000) | |
Deferred income tax | ||||
Federal | (499,000) | 18,330,000 | (12,499,000) | |
State | (1,059,000) | 2,421,000 | (2,434,000) | |
Foreign | (914,000) | (1,798,000) | 2,077,000 | |
Valuation allowance | 369,000 | (18,706,000) | 13,063,000 | |
Total tax expense | $ 13,290,000 | $ 10,945,000 | $ 9,406,000 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Federal | ||||
Current | $ 800,905 | |||
Deferred | (53,469) | (227,143) | ||
State | ||||
Current | ||||
Deferred | ||||
Change in valuation allowance | (53,469) | (227,143) | ||
Income tax provision | 800,905 | |||
Change in valuation allowances | $ 53,469 | 227,143 | ||
Southland Holdings [Member] | ||||
Federal | ||||
Current | 9,079,000 | $ 7,481,000 | $ 6,725,000 | |
Deferred | (499,000) | 18,330,000 | (12,499,000) | |
State | ||||
Current | 4,493,000 | 1,125,000 | 2,907,000 | |
Change in valuation allowance | (369,000) | 18,706,000 | (13,063,000) | |
Income tax provision | (13,290,000) | (10,945,000) | (9,406,000) | |
Statutory rate | 15,947,000 | 11,020,000 | 8,307,000 | |
Untaxable earnings | (2,115,000) | 12,073,000 | (320,000) | |
State income taxes - net of federal benefit | 77,000 | 3,911,000 | (457,000) | |
Change in valuation allowances | 369,000 | (18,706,000) | 13,063,000 | |
Effect of foreign tax credits | (2,493,000) | (327,000) | 4,358,000 | |
Effect of uncertain tax positions | 1,355,000 | 2,709,000 | ||
Ratable allocation related to acquisition | (19,608,000) | |||
Prior year true-ups | 196,000 | 5,191,000 | ||
Effect of GILTI Inclusion | 3,863,000 | |||
Effect of deferred true-ups | (3,572,000) | |||
Other | (337,000) | 265,000 | (1,128,000) | |
Income tax expense | $ 13,290,000 | $ 10,945,000 | $ 9,406,000 |
Income Taxes (Details 2)
Income Taxes (Details 2) | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statutory rate | 21% | 21% | ||
State income taxes - net of federal benefit | 0% | 0% | ||
Change in valuation allowances | (21.00%) | 7.90% | ||
Income tax provision | 0% | 28.90% | ||
Southland Holdings [Member] | ||||
Statutory rate | 21% | 21% | 21% | |
State income taxes - net of federal benefit | 0.10% | 7.50% | (1.20%) | |
Change in valuation allowances | 0.50% | (35.60%) | 33% | |
Income tax provision | 17.60% | 20.90% | 23.80% | |
Untaxable earnings | (2.80%) | 23% | (0.80%) | |
Effect of foreign income taxes | (3.30%) | (0.60%) | 11% | |
Effect of uncertain tax positions | 1.80% | 5.20% | ||
Ratable allocation related to acquisition | (49.60%) | |||
Prior year true-ups | 0.30% | 13.20% | ||
Effect of GILTI Inclusion | 5.10% | |||
Effect of deferred true-ups | (4.70%) | |||
Other | (0.40%) | 0.50% | (2.80%) | |
Income tax expense | 17.60% | 20.90% | 23.80% |
Income Tax (Details Narrative)
Income Tax (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Operating loss carryforwards | $ 53,469 | $ 0 |
Change in valuation allowances | $ 53,469 | $ 227,143 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 31, 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 | $ 283,319,605 | $ 280,164,163 |
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 | 283,319,605 | 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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash and cash equivalents at beginning of period | $ 1,100,031 | ||
Cash and cash equivalents at end of period | 231,519 | $ 1,100,031 | |
Southland Holdings [Member] | |||
Cash and cash equivalents at beginning of period | 63,342,000 | 30,889,000 | |
Restricted cash at beginning of period | 14,076,000 | 47,900,000 | $ 149,507,000 |
Cash, cash equivalents, and restricted cash at beginning of period | 111,242,000 | 180,396,000 | |
Cash and cash equivalents at end of period | 57,915,000 | 63,342,000 | |
Restricted cash at end of period | 14,076,000 | 47,900,000 | |
Cash, cash equivalents, and restricted cash at end of period | $ 71,991,000 | $ 111,242,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details 2) - Southland Holdings [Member] | 12 Months Ended |
Dec. 31, 2022 | |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment | 40 |
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 |
Business Combinations (Details)
Business Combinations (Details) - Southland Holdings [Member] $ in Thousands | Sep. 30, 2020 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) - Southland Holdings [Member] - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 05, 2021 | |
Business Acquisition [Line Items] | ||||
Acquired of common stock, percentage | 100% | |||
Acquired of common stock | $ 20,000 | |||
Selling general and administrative costs | $ 5,000 | |||
Construction costs | $ 225,000 | |||
Sureties contributed | 225,000 | |||
Contract liabilities | 154,000 | |||
Additional contingencies | 71,000 | |||
Revenues | 123,300 | $ 34,100 | ||
Contract liabilities | 17,800 | |||
Other noncurrent liabilities | 1,000 | |||
Additional contributed | 7,500 | |||
Claim recovery in excess | 15,000 | |||
Fair values of assets acquired and liabilities | $ 225,000 | |||
Non controlling members capital | $ 3,900 | |||
Southland [Member] | ||||
Business Acquisition [Line Items] | ||||
Interest acquired | 150,000 | |||
Non controlling members capital | 3,800 | |||
Gilgal [Member] | ||||
Business Acquisition [Line Items] | ||||
Interest acquired | 3,800 | |||
Cash paid | $ 150 |
Investment in Joint Ventures (D
Investment in Joint Ventures (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net Investment Income [Line Items] | |||
Assets | $ 283,751,241 | $ 281,680,206 | |
Southland Holdings [Member] | |||
Net Investment Income [Line Items] | |||
Assets | 1,125,305,000 | 1,035,753,000 | |
Revenues | 1,161,431,000 | 1,279,186,000 | $ 1,057,936,000 |
Forth Crossing Bridge Constructors [Member] | Southland Holdings [Member] | |||
Net Investment Income [Line Items] | |||
Assets | 3,256,000 | 2,574,000 | 3,872,000 |
Liabilities | 11,509,000 | 11,419,000 | 18,792,000 |
Revenues | (1,555,000) | 6,380,000 | |
Income (loss) | (3,949,000) | 6,019,000 | 1,000 |
Tappan Zee Constructors [Member] | Southland Holdings [Member] | |||
Net Investment Income [Line Items] | |||
Assets | 530,834,000 | 551,074,000 | 570,780,000 |
Liabilities | 22,770,000 | 43,290,000 | 62,996,000 |
Revenues | (17,816,000) | (9,337,000) | 6,536,000 |
Income (loss) | 337,000 | (56,000) | (67,000) |
E H W [Member] | Southland Holdings [Member] | |||
Net Investment Income [Line Items] | |||
Assets | 415,000 | 461,000 | 794,000 |
Liabilities | 167,000 | 208,000 | (30,000) |
Revenues | 0 | ||
Income (loss) | $ (5,000) | $ (5,706,000) |
Investment in Joint Ventures _2
Investment in Joint Ventures (Details 1) - Southland Holdings [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net Investment Income [Line Items] | |||
Revenues | $ 1,161,431 | $ 1,279,186 | $ 1,057,936 |
American Bridge [Member] | |||
Net Investment Income [Line Items] | |||
Revenues | (4,592) | (392) | 1,525 |
Income (loss) | (1,029) | 1,473 | (15) |
Equity | 106,285 | 101,871 | 96,373 |
Forth Crossing Bridge Constructors [Member] | |||
Net Investment Income [Line Items] | |||
Revenues | (1,555) | 6,380 | |
Income (loss) | (3,949) | 6,019 | 1 |
Forth Crossing Bridge Constructors [Member] | American Bridge [Member] | |||
Net Investment Income [Line Items] | |||
Revenues | (435) | 1,787 | |
Income (loss) | (1,106) | 1,686 | 1 |
Equity | (2,311) | (2,477) | (4,178) |
Tappan Zee Constructors [Member] | |||
Net Investment Income [Line Items] | |||
Revenues | (17,816) | (9,337) | 6,536 |
Income (loss) | 337 | (56) | (67) |
Tappan Zee Constructors [Member] | American Bridge [Member] | |||
Net Investment Income [Line Items] | |||
Revenues | (4,157) | (2,179) | 1,525 |
Income (loss) | 79 | (13) | (16) |
Equity | 108,509 | 104,259 | 100,263 |
E H W [Member] | |||
Net Investment Income [Line Items] | |||
Revenues | 0 | ||
Income (loss) | (5) | (5,706) | |
E H W [Member] | American Bridge [Member] | |||
Net Investment Income [Line Items] | |||
Revenues | |||
Income (loss) | (2) | (200) | |
Equity | $ 87 | $ 89 | $ 288 |
Investment in Joint Ventures _3
Investment in Joint Ventures (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net Investment Income [Line Items] | |||
Assets | $ 283,751,241 | $ 281,680,206 | |
Southland Holdings [Member] | |||
Net Investment Income [Line Items] | |||
Assets | 1,125,305,000 | 1,035,753,000 | |
Revenues | 1,161,431,000 | 1,279,186,000 | $ 1,057,936,000 |
Red River Solutions G P [Member] | Southland Holdings [Member] | |||
Net Investment Income [Line Items] | |||
Assets | 34,596,000 | 9,468,000 | |
Liabilities | 19,670,000 | 5,999,000 | |
Revenues | 60,130,000 | 17,515,000 | |
Income (loss) | 12,165,000 | 3,502,000 | |
Red River Solutions G P [Member] | Southland Holdings [Member] | Oscar Renda Contracting Of Canada Inc [Member] | |||
Net Investment Income [Line Items] | |||
Revenues | 30,106,000 | 8,762,000 | |
Income (loss) | 6,021,000 | 1,752,000 | |
Equity | $ 7,439,000 | $ 1,739,000 |
Investment in Joint Ventures _4
Investment in Joint Ventures (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Liability | $ 9,883,035 | $ 9,743,301 | |
Southland Holdings [Member] | |||
Membership in joint venture | 23.33% | ||
Liability | $ 765,421,000 | $ 733,402,000 | |
Southland Holdings [Member] | American Bridge [Member] | |||
Partnership interest in the joint venture. | 35% | 35% | 35% |
Liability | $ 47,200,000 | $ 45,400,000 | |
Southland Holdings [Member] | Forth Crossing Bridge Constructors [Member] | |||
Partnership interest in the joint venture. | 28% | 28% | 28% |
Southland Holdings [Member] | Tappan Zee Constructors [Member] | |||
Investment | $ 108,500,000 | $ 104,300,000 |
Fair Value of Investments (Deta
Fair Value of Investments (Details) - Southland Holdings [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Marketable Securities | $ 8 | $ 12 |
Investments Noncurrent | 3,269 | 3,937 |
Total Noncurrent [Member] | ||
Investments Noncurrent | 3,261 | 3,925 |
Private Equity Funds [Member] | ||
Investments Noncurrent | 3,261 | 3,925 |
Fair Value, Inputs, Level 1 [Member] | ||
Marketable Securities | 8 | 12 |
Investments Noncurrent | 8 | 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 | 3,261 | 3,925 |
Fair Value, Inputs, Level 3 [Member] | Total Noncurrent [Member] | ||
Investments Noncurrent | 3,261 | 3,925 |
Fair Value, Inputs, Level 3 [Member] | Private Equity Funds [Member] | ||
Investments Noncurrent | 3,261 | 3,925 |
Common Stock [Member] | ||
Marketable Securities | 8 | 12 |
Common Stock [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Marketable Securities | 8 | 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 [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Assets measured at fair value, beginning | $ 3,925 | $ 2,575 |
Earnings | 263 | 1,134 |
Purchases | 131 | 391 |
Sales | (1,058) | (175) |
Assets measured at fair value, ending | 3,261 | 3,925 |
Private Equity Fund [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Assets measured at fair value, beginning | 3,925 | 2,575 |
Earnings | 263 | 1,134 |
Purchases | 131 | 391 |
Sales | (1,058) | (175) |
Assets measured at fair value, ending | $ 3,261 | $ 3,925 |
Investing Activities (Details)
Investing Activities (Details) - Southland Holdings [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Amortized Costs | |
Net gains | 8 |
Fair value | 8 |
Common Stock [Member] | |
Amortized Costs | |
Net gains | 8 |
Fair value | $ 8 |
Investing Activities (Details 1
Investing Activities (Details 1) - Southland Holdings [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Amortized Costs | $ 688 | $ 1,615 |
Net gains | 2,573 | 2,310 |
Fair value | 3,261 | 3,925 |
Private Equity Funds [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Amortized Costs | 688 | 1,615 |
Net gains | 2,573 | 2,310 |
Fair value | $ 3,261 | $ 3,925 |
Investing Activities (Details N
Investing Activities (Details Narrative) - Southland Holdings [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Noncurrent investments | $ 1,500 | $ 1,600 | |
Net loss of trading securities | $ 200 |
Revenue (Details)
Revenue (Details) - Southland Holdings [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | $ 1,161,431 | $ 1,279,186 | $ 1,057,936 |
Revenue, percentage | 100% | 100% | 100% |
Civil [Member] | |||
Revenue | $ 305,324 | $ 391,629 | $ 368,588 |
Revenue, percentage | 26.30% | 30.60% | 34.80% |
Transportation [Member] | |||
Revenue | $ 856,107 | $ 887,557 | $ 689,348 |
Revenue, percentage | 73.70% | 69.40% | 65.20% |
Revenue (Details 1)
Revenue (Details 1) - Southland Holdings [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Gross profit | $ 140,934 | $ 114,188 | $ 93,400 |
Segment revenue, percentage | 12.10% | 8.90% | 8.80% |
Civil [Member] | |||
Gross profit | $ 45,464 | $ 40,913 | $ 58,314 |
Segment revenue, percentage | 14.90% | 10.40% | 15.80% |
Transportation [Member] | |||
Gross profit | $ 95,470 | $ 73,275 | $ 35,086 |
Segment revenue, percentage | 11.20% | 8.30% | 5.10% |
Revenue (Details Narrative)
Revenue (Details Narrative) - Southland Holdings [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Contract modifications | $ 144,200 | $ 188,200 | |
Segment revenue, percentage | 12.10% | 8.90% | 8.80% |
UNITED STATES | |||
Segment revenue, percentage | 7% | 9% | 4% |
Cost and Estimated Earnings o_3
Cost and Estimated Earnings on Uncompleted Contracts (Details) - Southland Holdings [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Costs in excess of billings | $ 480,825 | $ 356,495 |
Costs to fulfill contracts, net | 32,081 | 18,129 |
Contract assets | $ 512,906 | $ 374,624 |
Cost and Estimated Earnings o_4
Cost and Estimated Earnings on Uncompleted Contracts (Details 1) - Southland Holdings [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Costs incurred on uncompleted contracts | $ 6,874,709 | $ 7,887,047 |
Estimated earnings | 398,917 | 847,786 |
Costs incurred and estimated earnings | 7,273,626 | 8,734,833 |
Less: billings to date | (6,924,358) | (8,489,624) |
Costs to fulfill contracts, net | 32,081 | 18,129 |
Net contract position | $ 381,349 | $ 263,338 |
Cost and Estimated Earnings o_5
Cost and Estimated Earnings on Uncompleted (Details 2) - Southland Holdings [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Contract assets | $ 512,906 | $ 374,624 |
Contract liabilities | 131,557 | 111,286 |
Net contract position | $ 381,349 | $ 263,338 |
Cost and Estimated Earnings o_6
Cost and Estimated Earnings on Uncompleted Contracts (Details 3) - Southland Holdings [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Costs in excess of billings | $ 156,127 | $ 105,102 |
Investments | 104,643 | 105,124 |
Claims asset total | $ 260,770 | $ 210,226 |
Cost and Estimated Earnings o_7
Cost and Estimated Earnings on Uncompleted Contracts (Details Narrative) - Southland Holdings [Member] - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Jan. 02, 2022 | Jan. 02, 2021 | |
Claims | $ 260,800 | $ 210,200 | ||
Contract with Customer, Liability, Current | $ 111,200 | $ 284,800 | ||
Contract with Customer, Liability, Revenue Recognized | $ 102,500 | $ 161,600 |
Property and Equipment (Details
Property and Equipment (Details) - Southland Holdings [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 373,310 | $ 377,841 |
Less: accumulated depreciation | (259,226) | (221,810) |
Property and equipment, net | 114,084 | 156,031 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 6,211 | 6,296 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 31,225 | 33,642 |
Auto And Trucks [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 29,967 | 29,343 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 304,501 | 291,889 |
Assets In Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 162 | 15,427 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 1,244 | $ 1,244 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Southland Holdings [Member] | |||
Depreciation expense | $ 44,600 | $ 45,000 | $ 38,500 |
Intangibles (Details)
Intangibles (Details) - Southland Holdings [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 5,912 | $ 5,912 |
Accumulated Amortization | 3,694 | 2,697 |
Net Carrying Value | 2,218 | 3,215 |
Order or Production Backlog [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 4,732 | 4,732 |
Accumulated Amortization | 3,694 | 2,697 |
Net Carrying Value | $ 1,038 | $ 2,035 |
Weighted-Average Remaining Amortization Period | 8 months 12 days | 1 year 8 months 12 days |
Trademarks [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 1,180 | $ 1,180 |
Accumulated Amortization | ||
Net Carrying Value | $ 1,180 | $ 1,180 |
Intangibles (Details Narrative)
Intangibles (Details Narrative) - Southland Holdings [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill | $ 1,500 | $ 1,500 | |
Amortization of intangible assets | $ 1,000 | $ 1,800 | $ 900 |
Long-Term Debt (Details)
Long-Term Debt (Details) - Southland Holdings [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Secured notes | $ 177,914 | $ 215,622 |
Mortgage notes | 901 | 1,089 |
Revolving credit facility | 95,000 | 20,000 |
Equipment notes | 31 | 540 |
Total debt | 273,846 | 237,251 |
Unamortized deferred financing costs | (246) | (321) |
Total debt, net | 273,600 | 236,930 |
Current portion | 46,322 | 41,333 |
Total long-term debt | $ 227,278 | $ 195,597 |
Long-Term Debt (Details 1)
Long-Term Debt (Details 1) - Southland Holdings [Member] $ in Thousands | Dec. 31, 2022 USD ($) |
2023 | $ 46,322 |
2024 | 138,428 |
2025 | 50,348 |
2026 | 26,272 |
2027 | 1,447 |
Thereafter | 11,029 |
Total | $ 273,846 |
Long-Term Debt (Details Narrati
Long-Term Debt (Details Narrative) - Southland Holdings [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2021 | |
Debt Instrument [Line Items] | |||
Weighted average interest rate on debt | 4.02% | 2.85% | |
Revolving credit agreement | $ 50,000 | ||
Line of credit, description | SOFR, subject to a floor of 0.90%, plus an applicable margin rate of 2.10%. As of December 31, 2022, $95 million was drawn on the revolver, and we had $5 million available. | ||
Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Interest rates on the secured notes | 1.29% | ||
Interest rates on the mortgage notes | 3.84% | ||
Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Interest rates on the secured notes | 6.50% | ||
Interest rates on the mortgage notes | 5.99% |
Leases (Details)
Leases (Details) - Southland Holdings [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Amortization of finance leases | $ 7,580 | $ 4,912 | $ 4,538 |
Interest on lease liabilities | 547 | 749 | 856 |
Total finance lease cost | 8,127 | 5,661 | 5,394 |
Operating lease cost | 18,874 | 18,962 | 12,119 |
Short-term lease cost | 22,710 | 21,134 | 18,072 |
Total lease cost | $ 49,711 | $ 45,757 | $ 35,585 |
Leases (Details 1)
Leases (Details 1) - Southland Holdings [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating cash flows for operating leases | $ 18,769 | $ 18,946 | $ 12,164 |
Financing cash flows for finance leases | 547 | 749 | 856 |
Operating cash flows for finance leases | 8,157 | 4,716 | 4,124 |
ROU assets obtained in exchange for lease liabilities | 19,558 | 12,391 | 12,854 |
ROU assets obtained in exchange for lease liabilities | $ 3,660 | $ 22,479 | |
Weighted average remaining lease term | 1 year 7 months 6 days | ||
Weighted average discount rate | 3% | ||
Weighted average remaining lease term | 2 years | ||
Weighted average discount rate | 4.80% |
Leases (Details 2)
Leases (Details 2) - Southland Holdings [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating leases | ||
Operating lease right-of-use assets | $ 16,893 | $ 15,816 |
Short-term operating lease liabilities | 11,844 | 11,891 |
Long-term operating lease liabilities | 4,696 | 3,430 |
Total operating lease liabilities | 16,540 | 15,321 |
Finance leases | ||
Property and equipment | 25,890 | 26,243 |
Accumulated amortization | (17,231) | (9,770) |
Property and equipment, net | 8,659 | 16,473 |
Short-term lease liabilities | 4,728 | 8,157 |
Long-term lease liabilities | 5,336 | 10,066 |
Total finance lease liabilities | $ 10,064 | $ 18,223 |
Leases (Details 3)
Leases (Details 3) - Southland Holdings [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
2023 | $ 5,066 | |
2023 | 12,124 | |
2023 | 17,190 | |
2024 | 5,037 | |
2024 | 3,406 | |
2024 | 8,443 | |
2025 | 419 | |
2025 | 1,020 | |
2025 | 1,439 | |
2026 | ||
2026 | 196 | |
2026 | 196 | |
2027 | ||
2027 | 149 | |
2027 | 149 | |
Thereafter | ||
Thereafter | 38 | |
Thereafter | 38 | |
Total | 10,522 | |
Total | 16,933 | |
Total | 27,455 | |
Less: present value discount | (458) | |
Less: present value discount | (393) | |
Less: present value discount | (851) | |
Lease liability | 10,064 | $ 18,223 |
Lease liability | 16,540 | |
Lease liability | $ 26,604 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Southland Holdings [Member] | ||
Class of Stock [Line Items] | ||
Forgiveness of accounts receivable due from holders | $ 1 | |
Southland Holdings [Member] | Director [Member] | ||
Class of Stock [Line Items] | ||
Redemption amount | $ 1,600 | |
Series A Preferred Stock [Member] | Southland Holdings [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, shares outstanding | 17,000,000 | 17,000,000 |
Preferred stock, par value | $ 1 | $ 1 |
Redemption rate | $ 1 | $ 1 |
Series B Preferred Stock [Member] | Southland Holdings [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, shares outstanding | 7,400,000 | 7,400,000 |
Preferred stock, par value | $ 1 | $ 1 |
Redemption rate | $ 1 | $ 1 |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Total deferred tax assets | $ 1,166,654 | $ 53,469 |
Valuation allowance | (1,166,654) | (53,469) |
Deferred tax liabilities: | ||
Net deferred tax liabilities | ||
Southland Holdings [Member] | ||
Deferred tax assets: | ||
Net operating loss carryforwards | 20,426,000 | 23,041,000 |
Deferred compensation | 1,728,000 | 2,032,000 |
Lease liability | 2,225,000 | 3,754,000 |
Income from surety | 1,860,000 | 5,861,000 |
Capitalized research and development expenditures | 1,811,000 | |
Other | 2,052,000 | 1,435,000 |
Total deferred tax assets | 30,102,000 | 36,123,000 |
Valuation allowance | (21,703,000) | (23,111,000) |
Deferred tax liabilities: | ||
Property and equipment | (2,408,000) | (6,575,000) |
Intangible assets in excess of tax basis | (623,000) | (762,000) |
Passthrough income / joint ventures | (975,000) | (2,945,000) |
ROU asset | (2,264,000) | (3,875,000) |
Other | (5,521,000) | (4,817,000) |
Total deferred tax liabilities | (11,791,000) | (18,974,000) |
Net deferred tax liabilities | $ (3,392,000) | $ (5,962,000) |
Income Taxes (Details 4)
Income Taxes (Details 4) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Beginning Balance | $ 0 | |
Ending Balance | 0 | $ 0 |
Southland Holdings [Member] | ||
Beginning Balance | 2,708,000 | |
Additions to current year tax positions | 1,355,000 | 2,708,000 |
Ending Balance | $ 4,063,000 | $ 2,708,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Effective tax rate | 0% | 28.90% | ||
Southland Holdings [Member] | ||||
Effective tax rate | 17.60% | 20.90% | 23.80% | |
Net operating loss carryforwards | $ 87,000 | $ 82,100 | $ 87,000 | |
Reserves related to uncertain tax positions | 2,700 | 4,100 | 2,700 | |
Recorded for interest and penalties | $ 0 | $ 500 | $ 0 |
Multiemployer Plans (Details)
Multiemployer Plans (Details) - Southland Holdings [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Employer contribution | $ 7,293 | $ 5,857 |
Northwest Ironworkers Retiremen Trust Seattle Washington [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Employer contribution | $ 731 | 2,564 |
Expiration Date of CBA | Jun. 30, 2023 | |
I U O E Local 302612 Construct W A State [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Employer contribution | $ 544 | 616 |
Expiration Date of CBA | May 31, 2023 | |
Carpenters Trustof Western Washington Local 196 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Employer contribution | $ 572 | 507 |
Expiration Date of CBA | May 31, 2023 | |
Iron Workers Union Security Funds [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Employer contribution | $ 2,996 | 519 |
Expiration Date of CBA | Jun. 30, 2023 | |
Excavators Union Local 731 Pension Fund [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Employer contribution | $ 930 | 324 |
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 | |
Expiration Date of CBA | Apr. 30, 2023 | |
California Ironworkers Field Pension Fund [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Employer contribution | $ 111 | 87 |
Expiration Date of CBA | Dec. 31, 2024 | |
Ironworkers Pension Plan Of Western Pennsylvania [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Employer contribution | $ 48 | 70 |
Expiration Date of CBA | May 31, 2023 | |
Teamsters Local 282 Pension Trust Fund [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Employer contribution | $ 295 | 225 |
Expiration Date of CBA | Jun. 30, 2023 | |
New York District Council Of Carp Benefits [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Employer contribution | $ 100 | 32 |
Expiration Date of CBA | Jun. 30, 2023 | |
Mo Kan Iron Workers Pension Fund [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Employer contribution | $ 179 | 18 |
Expiration Date of CBA | Mar. 31, 2024 | |
Upstate New York Engineers Pension Fund [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Employer contribution | $ 212 | |
Expiration Date of CBA | Jun. 30, 2021 | |
M [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Employer contribution | $ 166 | 118 |
Expiration Date of CBA | Jul. 31, 2023 | |
All Others [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Employer contribution | $ 409 | $ 700 |
Multiemployer Plans (Details Na
Multiemployer Plans (Details Narrative) - Southland Holdings [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Multiple-Employer Plan Accounted for as Multiemployer Plan, Contribution by Participating Entity | $ 5,100 | $ 3,200 | $ 800 |
Multiemployer health and welfare plans | 7,293 | 5,857 | |
Multiemployer Health And Welfare Plans [Member] | |||
Multiemployer health and welfare plans | 7,900 | 5,800 | 1,500 |
CANADA | |||
Multiemployer contribution | $ 0 | $ 200 | $ 200 |
Related Parties (Details)
Related Parties (Details) - Southland Holdings [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Other noncurrent assets | $ 3,703 | $ 3,186 | |
Long-term debt | 227,278 | 195,597 | |
Accrued liabilities | 121,584 | 115,057 | |
Related party transactions | 32,488 | 32,287 | |
Accounts Receivable From Employees [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts receivable, net | 181 | 177 | |
Accountsr Rceivable From Officers [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts receivable, net | [1] | 2,712 | 2,693 |
Accounts Receivable From Related Parties [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts receivable, net | 1,347 | 1,347 | |
Accounts Receivable From The Preferred Stockholders [Member] | |||
Related Party Transaction [Line Items] | |||
Other noncurrent assets | 645 | 128 | |
Notes Payable Due To Southland Holdings Members [Member] | |||
Related Party Transaction [Line Items] | |||
Long-term debt | 9,069 | 8,912 | |
Amounts Due To Collaborative Arrangement [Member] | |||
Related Party Transaction [Line Items] | |||
Accrued liabilities | $ 18,534 | $ 19,030 | |
[1]Accounts receivable from officers was satisfied prior to consummating the Merger. |
Remaining Unsatisfied Perform_3
Remaining Unsatisfied Performance Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Southland Holdings [Member] | ||
Remaining Unsatisfied Performance Obligations | $ 2,973 | $ 2,218 |
Remaining Unsatisfied Perform_4
Remaining Unsatisfied Performance Obligations (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 | |
Southland Holdings [Member] | |
Contract revenue recognized description | Company expects to recognize approximately 48% of its RUPOs as revenue during the next twelve months, and the balance thereafter. |
Profit Sharing Plan (Details Na
Profit Sharing Plan (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Southland Holdings [Member] | |||
Employee contributions | $ 1,800 | $ 2,200 | $ 1,400 |
Noncontrolling Interests Hold_3
Noncontrolling Interests Holders (Details) - Southland Holdings [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Noncontrolling Interest [Line Items] | |||
Revenue | $ 38,526 | $ 59,437 | $ 94,494 |
Net income (loss) attributable to noncontrolling interests | $ 2,108 | $ 2,810 | $ (3,516) |
Noncontrolling Interests Hold_4
Noncontrolling Interests Holders (Details Narrative) - Southland Holdings [Member] | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Oscar Renda [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] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Noncontrolling interests | 65% | 65% | 65% | |
Southland Astaldi [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Noncontrolling interests | 70% | 70% | 70% | |
Heritage Materials [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Noncontrolling interests | 100% | 100% | 20% | 80% |