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| PART I – Financial Information | |
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| ITEM 1. Financial Statements | 1 |
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| ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 |
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| ITEM 3. Quantitative and Qualitative Disclosures About Market Risk | 30 |
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| ITEM 4. Controls and Procedures | 30 |
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| PART II – Other Information | 31 |
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| ITEM 1. Legal Proceedings | 31 |
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| ITEM 1A. Risk Factors | 31 |
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| ITEM 5. Other Information | 31 |
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| ITEM 6. Exhibits | 32 |
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| Signatures | 34 |
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Unless otherwise stated in this Quarterly Report on Form 10-Q (this “Quarterly Report”), references to the “Company,” “our,” “us,” “we,” or “Southland” refer to Southland Holdings, Inc. and its subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”), as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based on the reasonable beliefs and assumptions of our management. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or similar expressions. Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements about our ability to:
| ● | Access, collect and use personal data about consumers; |
| ● | Execute our business strategy, including monetization of services provided and expansions in and into existing and new lines of business; |
| ● | Anticipate the uncertainties inherent in the development of new business lines and business strategies; |
| ● | Retain and hire necessary employees; |
| ● | Increase brand awareness; |
| ● | Attract, train and retain effective officers, key employees or directors; |
| ● | Upgrade and maintain information technology systems; |
| ● | Potential disruptions, failures or security breaches of the information technology systems on which we rely to conduct our business; |
| ● | Acquire, develop and protect intellectual property; |
| ● | Meet future liquidity requirements, maintain adequate working capital, and comply with restrictive covenants related to long-term indebtedness; |
| ● | Effectively respond to general economic, socioeconomic and other business conditions; |
| ● | Maintain the listing of our securities on the NYSE American LLC (“NYSE”) or another national securities exchange; |
| ● | Obtain additional capital, including use of debt and capital markets; |
| ● | Enhance future operating and financial results; |
| ● | Anticipate rapid technological changes; |
| ● | Comply with laws and regulations applicable to its business, including but not limited to laws and regulations related to data privacy and insurance operations; |
| ● | Stay abreast of modified or new laws and regulations applying to our business; |
| ● | Anticipate the impact of, and respond to, new accounting standards; |
| ● | Anticipate any change in interest rates which would change our cost of capital; |
| ● | Anticipate the significance and timing of contractual obligations; |
| ● | Maintain key strategic relationships with partners and distributors; |
| ● | Respond to uncertainties associated with product and service development and market acceptance; |
| ● | Anticipate the ability of the renewable sector to develop to the size or at the rate it expects; |
| ● | Anticipate the impact of various federal, state, and local government funding initiatives; |
| ● | Manage to finance operations on an economically viable basis; |
| ● | Anticipate the impact of new U.S. federal income tax law, including the impact on deferred tax assets; and |
| ● | Successfully defend, pursue or collect claims and litigation. |
Forward-looking statements are not guarantees of performance and speak only as of the date hereof. While we believe that these forward-looking statements are reasonable, there can be no assurance that we will achieve or realize these plans, intentions, or expectations. You should understand that the following important factors, in addition to those discussed under the heading “Item 1A. Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”), “Item 1A. Risk Factors” to Part II in this Quarterly Report and other reports or documents we file with the Securities and Exchange Commission (“SEC”), could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this Quarterly Report:
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| ● | Litigation, complaints, product liability claims and/or adverse publicity; |
| ● | The impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, crime, weather, demographic trends and employee availability; |
| ● | Increases and decreases in utility and other energy costs, increased costs related to utility or governmental requirements; and |
| ● | Privacy and data protection laws, privacy or data breaches or the loss of data. |
These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this Quarterly Report are more fully described under the heading “Item 1A. Risk Factors” in the Annual Report and elsewhere in this Quarterly Report. The risks described under the heading “Item 1A. Risk Factors” in the Annual Report are not exhaustive. Other sections of this Quarterly Report may describe additional factors that could adversely affect our business, financial condition or results of operations. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on the business, nor the extent to which any factor or combination of facts may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
In addition, statements of belief and similar statements reflect our reasonable beliefs and opinions on the relevant subject. These statements are based upon information available to us, as applicable, as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, involve risks and are subject to change based on various factors, including those discussed under the headings “Item 1A. Risk Factors and “Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report.
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