Exhibit 99.2

 

TABLE OF CONTENTS

 

		Page No.
Independent Auditor’s Report		1 - 2
Consolidated Balance Sheet		3
Consolidated Statement of Income		4
Consolidated Statement of Changes in Members’ Equity		5
Consolidated Statement of Cash Flows		6
Notes to Consolidated Financial Statements		7 -21
Supplementary Information
Schedule of Earnings from Construction Contracts		23
Schedule of Earnings from Completed Contracts		24
Schedule of Earnings from Contracts in Progress		25
Schedule of Selling, General and Administrative Expenses		26
Consolidating Balance Sheet		27
Consolidating Statement of Income		28

INDEPENDENT AUDITOR’S REPORT

To the Members

Asphalt, Inc., LLC

dba Lone Star Paving Company

Austin, Texas

Opinion

We have audited the accompanying consolidated financial statements of Asphalt, Inc., LLC dba Lone Star Paving Company (the ‘‘Company’’), which comprise the consolidated balance sheet as of December 31, 2023, and the related consolidated statements of income, changes in members’ equity, and cash flows for the year then ended, and the related notes to the consolidated financial statements.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Asphalt, Inc., LLC dba Lone Star Paving Company as of December 31, 2023, and the results of their operations and their cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of Asphalt, Inc., LLC dba Lone Star Paving Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Asphalt, Inc., LLC’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in the United States of America will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

In performing an audit in accordance with auditing standards generally accepted in the United States of America, we:

 

•

Exercise professional judgment and maintain professional skepticism throughout the audit.

 

•

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

 

•

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Asphalt, Inc., LLC’s internal control. Accordingly, no such opinion is expressed.

 

•

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.

 

•

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about Asphalt, Inc., LLC’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

Report on Supplementary Information

Our audit was conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The supplementary information on pages 23 - 28 is presented for purposes of additional analysis and is not a required part of the consolidated financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The supplementary information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole.

 

February 14, 2024

 

2

Asphalt, Inc., LLC

dba Lone Star Paving Company

Consolidated Balance Sheet

December 31, 2023

 

ASSETS
Current assets
Cash		$	7,051,916
Contract receivables, net of allowance for credit losses of $600,000			61,275,167
Costs and estimated earnings on uncompleted contracts in excess of billings			3,694,225
Other assets			1,058,254
Inventory			25,151,140
Total current assets			98,230,702
Related party notes receivable			24,360,000
Related party investments			11,745,000
Operating lease right-of-use assets, net			3,169,404
Goodwill, net			27,394,294
Fixed assets, net			174,185,691
Total assets		$	339,085,091
LIABILITIES AND MEMBERS’ EQUITY
Current liabilities
Accounts payable		$	28,701,696
Accrued liabilities			1,213,247
Billings in excess of costs and estimated earnings on uncompleted contracts			8,254,664
Line of credit			13,041,662
Current portion of long-term debt			18,400,000
Current portion of operating lease liability			1,035,208
Total current liabilities			70,646,477
Long-term debt, net of current portion			65,992,125
Operating lease liability, net of current portion			2,103,818
Total liabilities			138,742,420
Members’ equity			200,342,671
Total liabilities and members’ equity		$	339,085,091

The accompanying notes are an integral part of these consolidated financial statements.

 

3

Asphalt, Inc., LLC

dba Lone Star Paving Company

Consolidated Statement of Income

For the Year Ended December 31, 2023

 

Revenues
Contract revenues earned - paving		$	359,772,886
Sales - materials			50,709,209
Total revenues			410,482,095
Cost of revenues
Cost of contract revenues - paving			284,602,271
Cost of sales - materials			40,363,223
Total cost of revenues			324,965,494
Gross profit			85,516,601
Selling, general, and administrative expenses			22,918,407
Income from operations			62,598,194
Other income (expense)
Other income			1,527,957
Earnings from equity method investments			1,200,000
Gain on sale of fixed assets			865,371
Interest expense			(4,675,787	)
Total other income (expense), net			(1,082,459	)
Income before provision for income taxes			61,515,735
Provision for income taxes			668,368
Net income		$	60,847,367

The accompanying notes are an integral part of these consolidated financial statements.

 

4

Asphalt, Inc., LLC

dba Lone Star Paving Company

Consolidated Statement of Changes in Members’ Equity

For the Year Ended December 31, 2023

 

Balance, January 1, 2023		$	139,495,304
Net income			60,847,367
Balance, December 31, 2023		$	200,342,671

The accompanying notes are an integral part of these consolidated financial statements.

 

5

Asphalt, Inc., LLC

dba Lone Star Paving Company

Consolidated Statement of Cash Flows

For the Year Ended December 31, 2023

 

Cash flows from operating activities
Net income		$	60,847,367
Adjustments to reconcile net income to net cash provided by operating activities
Amortization			1,978,158
Depreciation			18,312,559
Gain on sale of fixed assets			(865,371	)
Earnings from equity method investments			(1,200,000	)
Amortization of right-of-use assets			1,250,450
Changes in operating assets and liabilities
Contract receivables, net			(17,128,608	)
Costs and estimated earnings in excess of costs on uncompleted contracts			(1,871,294	)
Other assets			391,642
Inventory			395,079
Accounts payable			15,226,191
Accrued liabilities			394,158
Billings in excess of costs and estimated earnings on uncompleted contracts			4,587,360
Provisions for losses on uncompleted contracts			(550,000	)
Operating lease liabilities			(1,501,586	)
Net cash provided by operating activities			80,266,105
Cash flows from investing activities
Proceeds from sale of fixed assets			5,414,657
Cash paid for purchase of fixed assets			(40,190,779	)
Cash paid for acquisitions			(29,411,858	)
Payment for issuance of related party notes receivable			(5,835,000	)
Net cash used in investing activities			(70,022,980	)
Cash flows from financing activities
Proceeds from line of credit, net of payments			13,041,662
Proceeds from issuance of long-term debt			7,351,388
Payments on long-term debt			(28,304,699	)
Cash paid on investments			(1,750,000	)
Net cash used in financing activities			(9,661,649	)
Net increase in cash			581,476
Cash, beginning of year			6,470,440
Cash, end of year		$	7,051,916
Supplemental disclosures of cash flow information
Cash paid during the year for
Interest		$	4,678,287
Income taxes		$	649,368

The accompanying notes are an integral part of these consolidated financial statements.

 

6

Asphalt, Inc., LLC

dba Lone Star Paving Company

Notes to Consolidated Financial Statements

December 31, 2023

 

1.	NATURE OF OPERATIONS

Asphalt, Inc., LLC (the “Company”) was organized in the State of Texas on September 18, 2013 and began operations on November 6, 2014 (date of inception of business activities). The Company is primarily engaged in highway and road paving, maintenance and repair of parking lots in Central and South Texas. The Company is also engaged in manufacturing hotmix and mining limestone for internal uses and sale to third parties.

 

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of accounting and consolidation

The consolidated financial statements present the financial position and results of operations of the Company and its wholly-owned subsidiaries, Pelican Asphalt Company, LLC and Lone Star Materials & Asphalt, LLC. All significant intercompany transactions and accounts have been eliminated in the consolidated financial statements. The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (GAAP).

Operating cycle

The Company’s work is performed under quantity pricing, fixed-price contracts, and fixed-price contracts modified by incentive and penalty provisions. These contracts are primarily performed under subcontractor agreements. The length of the Company’s contracts varies but is typically less than six months. In accordance with industry practice, contract-related assets and liabilities that are realizable or payable over periods in excess of one year, but within the Company’s normal operating cycle, are recorded as current assets and liabilities.

Use of estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash

Cash consists primarily of cash on deposit.

 

7

Asphalt, Inc., LLC

dba Lone Star Paving Company

Notes to Consolidated Financial Statements

December 31, 2023

 

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Contracts receivable

Contracts receivable are recorded on construction contracts and include billed and unbilled amounts for services provided to customers for which the Company has an unconditional right to payment. Billed and unbilled amounts for which payment is contingent on anything other than the passage of time are included in contract assets and contract liabilities on a net basis at the individual contract level.

Retainage for which the Company has an unconditional right to payment that is subject only to the passage of time is included in contracts receivable.

Allowance for credit losses

Financial assets, which potentially subject the Company to credit losses, consist primarily of contract receivables and contract assets. The Company recognizes an allowance for credit losses for financial assets measured at amortized cost to present the net amount expected to be collected as of the balance sheet date in accordance with Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) 326, Financial Instruments - Credit Losses. Such allowance is based on the credit losses expected to arise over the life of the asset. The allowance for credit losses is based on the Company’s historical losses, the existing economic conditions in the construction industry, and the financial stability of its customers. Amounts are considered past due based on the billing date and are written off after all reasonable collection efforts have been exhausted. Expected recoveries of amounts previously written off, not to exceed the aggregate of the amount previously written off, are included in determining the necessary reserve at the balance sheet date. The allowance for credit losses was $600,000 at December 31, 2023.

Inventory

Inventories consist primarily of stockpiles of rock, sand and gravel, liquid asphalt, supplies, and other materials. Inventories are carried at the lower of cost or net realizable value using the first-in, first-out method.

Fixed assets

Fixed assets are reported at cost less accumulated depreciation, which is generally provided on a straight-line method over the estimated useful lives of the assets. Estimated useful lives range from three to forty years. Significant expenditures, which extend the useful lives of existing assets, are capitalized. Maintenance and repair costs are expensed as incurred.

 

8

Asphalt, Inc., LLC

dba Lone Star Paving Company

Notes to Consolidated Financial Statements

December 31, 2023

 

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Business combinations

The Company records business acquisitions in accordance with FASB ASC 805, Business Combination which requires the acquisition purchase price to be allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition dates. The excess of the purchase price over these estimated fair values is recorded to goodwill. Significant estimates and assumptions, including fair value estimates, are used to determine the fair value of assets acquired, liabilities assumed, and contingent consideration transferred as well as the useful lives of long-lived assets acquired. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill based on changes to initial estimates and assumptions. Upon conclusion of the measurement period or final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recorded to operating expenses on the accompanying consolidated statement of operations.

Goodwill

The Company has elected the private company accounting alternative to amortize its goodwill on a straight line basis over a 10 year period in accordance with the FASB ASC 350, Intangibles - Goodwill and Other. If an event occurs or circumstances change that indicate that the fair value of the Company may be below its carrying value, the Company evaluates the goodwill for impairment. During the year ending December 31, 2023, the Company did not identify an event or circumstance that indicated the fair value of the Company is below its carrying value.

Long-lived assets - impairments and disposals

The Company reviews the carrying values of its long-lived and identifiable intangible assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Any long-lived assets held for disposal are reported at the lower of their carrying amounts or fair value less cost to sell. No impairment provisions were recorded by the Company during the year.

 

9

Asphalt, Inc., LLC

dba Lone Star Paving Company

Notes to Consolidated Financial Statements

December 31, 2023

 

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Operating leases

The Company leases land and equipment under various operating leases with terms exceeding one year, exclusive of optional renewal periods, and accounts for these leases in accordance with FASB ASC 842, Leases (“ASC 842”). This guidance requires lessees to recognize a lease liability and a right-of-use asset for all leases, including operating leases, with terms greater than 12 months on its balance sheet. Whether an arrangement contains a lease is evaluated at the inception of the arrangement. The Company estimates its lease liability at the present value of future rent payments required under a lease using its incremental borrowing rate for a term approximating the lease term, exclusive of optional term extensions or terminations, in accordance with a policy election available to privately held companies under the guidance. The Company’s right-of-use asset initially is equal to its lease liability, adjusted for any lease incentives received or lease payments made. Rent expense is recorded on a straight-line basis over the term of a lease. At December 31, 2023 and 2022, the Company does not lease any assets under finance leases. Leases of 12 months or less are not included in the Company’s right-of-use assets and lease liabilities. Rent expense for such leases is recorded on a straight-line basis over the term of the lease.

Revenue and cost recognition

FASB ASC 606, Revenue from Contracts with Customers, (“ASC 606”) requires entities to assess the products or services promised in contracts with customers at contract inception to determine the appropriate unit at which to record revenue, which is referred to as a performance obligation. Revenue is recognized when control of the promised products or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for the products or services.

Revenue from contracts with customers is recognized using the following five steps:

 

•

Identify the contract(s) with a customer;

 

•

Identify the performance obligations in the contract;

 

•

Determine the contract price;

 

•

Allocate the transaction price to the performance obligations in the contract; and

 

•

recognize revenue when (or as) the Company satisfies a performance obligation

The Company’s performance obligations for contracts with customers for asphalt sales do not meet the criteria to be recognized over time, therefore, those performance obligations are recognized at a point-in-time and the related revenue is recognized only when the performance obligation is complete, generally upon delivery to the customer. Revenue from the sale of asphalt is recognized upon delivery of the asphalt to the customer’s transportation unit at the asphalt plant.

 

10

Asphalt, Inc., LLC

dba Lone Star Paving Company

Notes to Consolidated Financial Statements

December 31, 2023

 

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue and cost recognition (continued)

The Company’s paving contract costs and related revenues are generally recognized over time as work progresses due to continuous transfer to the customer. Revenues from fixed-price and modified fixed-price construction contracts are recognized on the percentage-of-completion method measured by the cost-to-cost method. This method is used because management considers expended costs to be the best available measure of progress on these contracts.

Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, equipment rental, supplies, tools, repairs and depreciation costs. Selling, general and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the year in which such losses are determined. Changes in job performance, job conditions and estimated profitability, including those arising from contract penalty provisions and final contract settlements, may result in revisions to costs and income and are recognized in the year in which the revisions are determined. Profit incentives are included in revenues when their realization is reasonably assured. Claims are charged against revenues when realization is probable and can be reasonably estimated.

The asset on the accompanying balance sheet, Costs and estimated earnings in excess of billings on uncompleted contracts, represents revenues recognized in excess of amounts billed. The liability on the accompanying balance sheet, Billings in excess of costs and estimated earnings on uncompleted contracts, represents billings in excess of revenues recognized.

Advertising expense

The Company accounts for advertising costs as expenses in the year in which they are incurred. Advertising expense for the year ending December 31, 2023 was $246,889 and is included in selling, general and administrative expenses on the accompanying consolidated statement of income.

Income taxes

The Company is a limited liability company, and such does not incur income taxes directly. Accordingly, all income and expenses flow directly to the members for Federal income tax purposes. Therefore, no provision or liability for current or deferred federal income taxes has been included in these consolidated financial statements. However, the Company is subject to state tax based on the Company’s taxable gross margin.

 

11

Asphalt, Inc., LLC

dba Lone Star Paving Company

Notes to Consolidated Financial Statements

December 31, 2023

 

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income taxes (continued)

The FASB ASC, 740-10 Accounting for Uncertainty in Income Taxes clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 requires that a company recognize in its financial statements the impact of tax positions that meet a more likely than not threshold, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.

The Company did not identify any uncertain tax positions therefore, no adjustments were made to the consolidated financial statements.

Sales tax

The Company records sales and other taxes collected from customers and subsequently remitted to government authorities as accounts receivable with a corresponding offset to sales tax payable. The Company removes sales tax payable balances from the balance sheet as cash is collected from the customer and remitted to the tax authority.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and contract receivables. The Company maintains its cash balances in highly rated financial institutions, which at times may exceed federally insured limits. The Company has not experienced any loss relating to cash and cash equivalents in these accounts.

The Company is engaged primarily in highway and road paving, maintenance and repair of parking lots in the Central and South Texas region. Concentrations of credit risk with respect to contract receivables are with property management companies, construction companies and developers. Liens are filed on properties when necessary to assure payment. The Company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral.

One customer represented 13% of the Company’s total revenues at December 31, 2023. No customer represented more than 10% of total contract receivables.

The Company purchases a substantial portion of materials from third-party vendors. As of December 31, 2023, two vendors represented 31% of the Company’s total accounts payable. The Company believes there are numerous other suppliers that could be substituted should the supplier become unavailable or non-competitive.

 

12

Asphalt, Inc., LLC

dba Lone Star Paving Company

Notes to Consolidated Financial Statements

December 31, 2023

 

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Subsequent events

The Company has evaluated subsequent events occurring after December 31, 2023, the date of the most recent consolidated balance sheet date, through February 14, 2024, the date the consolidated financial statements were issued. See specific subsequent events disclosed in Note 16.

Recently adopted accounting standards

In June 2016, the FASB issued guidance (FASB ASC 326) which significantly changed how entities will measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. The most significant change in this standard is a shift form the incurred loss model to the expected loss model. Under the standard, disclosures are required to provide users of the financial statements with useful information in analyzing an entity’s exposure to credit risk and the measurement of credit losses. Financial assets held by the company that are subject to the guidance in FASB ASC 326 were trade accounts receivable and contract assets. The Company adopted the standard effective January 1, 2023. The impact of the adoption was not considered material to the financial statements.

 

3.	CONTRACT RECEIVABLES

Contract receivables consisted of the following:

 

Balance at January 1, 2023		$	44,146,559
Accounts Receivable			49,882,905
Accounts receivable - retention			11,992,262
			61,875,167
Allowance for credit losses			(600,000	)
Balance at December 31, 2023		$	61,275,167

 

4.	COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

Costs and estimated earnings on uncompleted contracts are summarized as follows:

 

Costs incurred on uncompleted contracts		$	162,087,227
Estimated earnings on uncompleted contracts			19,092,939
			181,180,166
Less: billings on uncompleted contracts			(185,740,605	)
		$	(4,560,439	)

 

13

Asphalt, Inc., LLC

dba Lone Star Paving Company

Notes to Consolidated Financial Statements

December 31, 2023

 

4.	COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS (continued)

Costs, estimated earnings and billings on uncompleted contracts are included in the accompanying balance sheets under the following captions:

 

		Balance at January 1, 2023				Balance at December 31, 2023
Costs and estimated earnings on uncompleted contracts in excess of billings		$	1,822,931			$	3,694,225
Billings in excess of costs and estimated earnings on uncompleted contracts			(3,667,304	)			(8,254,664	)
		$	(1,844,373	)		$	(4,560,439	)

 

5.

INVENTORY

Inventory consisted of the following:

 

Raw materials - sand and aggregates		$	19,286,390
Raw materials - fluid			5,864,750
		$	25,151,140

 

6.	FIXED ASSETS

Fixed assets consisted of the following:

 

Construction equipment		$	67,872,826
Trucks and trailers			41,605,031
Land			45,679,343
Hotmix and mining equipment			91,051,691
Buildings			1,015,269
Computer and office equipment			433,390
			247,657,550
Accumulated depreciation			(73,471,859	)
		$	174,185,691

Depreciation expense totaled $18,312,560 for the year and is included in cost of paving and material revenues, and selling, general and administrative expenses on the accompanying consolidated statement of income.

 

14

Asphalt, Inc., LLC

dba Lone Star Paving Company

Notes to Consolidated Financial Statements

December 31, 2023

 

7.	ACQUISITION

In November of 2023, the Company completed the asset purchase of an entity engaged in the business of producing, transporting, distributing and selling construction aggregates. The total purchase price was $29,482,624 which was paid in cash. The goodwill arising from the acquisition consists largely of the Company’s efforts to expand operations in Texas. The acquisition has been accounted for as a business combination under ASC 805.

The estimated fair values of assets acquired are provisional and are based on the information that was available as of the acquisition date. The Company believes that information provides a reasonable basis for estimating the fair values of assets acquired, but the company is waiting for additional information necessary to finalize those fair values. Therefore, the provisional measurements of fair value reflected are subject to change and such changes could be significant. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable but no later than one year from the acquisition date.

Accordingly, the purchase price was preliminarily allocated to the assets acquired based on their fair value at the acquisition date which are reflected in the accompanying consolidated balance sheet as follows.

Preliminary allocation of purchase price:

 

Inventory		$	2,804,623
Equipment			5,667,500
Land			17,849,000
Goodwill			3,161,501
		$	29,482,624

In October 2022, the Company acquired certain assets of an entity engaged in asphalt milling and construction in central Texas. The total purchase price was $13,230,807, which after the payoff of accrued expenses and loans, was issued in a note to the seller. The goodwill of $8,898,352 arising from the acquisition was adjusted by the Company to $9,248,352 after a reevaluation was performed on the value of the entity acquired and consideration to be paid for the acquired assets. The consideration to be paid was adjusted by the Company through an increase in the principal value of the note issued to the seller.

In November 2022, the Company completed the acquisition of the membership interest in a logistics company, creating a wholly owned subsidiary. The total purchase price was $21,007,499, which after the payoff of accrued expenses and loans, was issued in a note to the sellers as well as additional debt assumed. The goodwill of $3,724,621 arising from the acquisition was adjusted by the Company to $6,165,480 after a reevaluation was performed on the value of the entity acquired and consideration to be paid for the acquired assets. The consideration to be paid was adjusted by the Company through an increase in the principal value of the notes issued to the sellers.

 

15

Asphalt, Inc., LLC

dba Lone Star Paving Company

Notes to Consolidated Financial Statements

December 31, 2023

 

8.

GOODWILL

Goodwill consisted of the following:

 

Goodwill		$	32,541,584
Accumulated amortization			(5,147,290	)
		$	27,394,294

The Company’s goodwill is being amortized over 10 years using the straight-line method. Total amortization expense for the year ending December 31, 2023 was $1,978,158 and is included in selling, general and administrative expenses on the accompanying consolidated statement of income.

Future annual amortization expense is as follows:

 

Year ending December 31,
2024		$	2,340,822
2025			2,142,823
2026			2,142,823
2027			2,142,823
2028			2,142,823
Thereafter			16,482,180
		$	27,394,294

 

9.

LEASES

For the year ended December 31, 2023, operating lease expense was approximately $1,400,000.

At December 31, 2023, future minimum payments due under these operating leases agreements were as follows:

 

Year ending December 31,
2024		$	1,090,025
2025			827,313
2026			716,623
2027			618,107
2028			2,000
			3,254,068
Less: discount to present value			(115,042	)
		$	3,139,026

 

16

Asphalt, Inc., LLC

dba Lone Star Paving Company

Notes to Consolidated Financial Statements

December 31, 2023

 

9.	LEASES (continued)

The weighted average remaining lease term was 3.50 years and the weighted average discount rate was 2.19% as of December 31, 2023.

 

10.	LINE OF CREDIT

The Company entered into a $40 million line of credit with a bank that expires in November 2026. Bank advances on the credit line are payable on demand and carry an interest rate at 2.0% above Secured Overnight Financing Rate (SOFR) Average, which was 5.34% at December 29, 2023. The line is secured by substantially all assets of the Company. There was a balance of $13,041,662 on the line of credit as of December 31, 2023.

Interest expense for the line of credit totaled $126,258 for the year ended December 31, 2023 and is included in interest expense on the accompanying consolidated statement of income.

 

11.	LONG-TERM DEBT

Long-term debt consisted of the following:

 

Note payable to a finance company with principal plus interest due in 60 monthly installments of $440,000 bearing an interest rate of 3.69%, secured by equipment, guaranteed by certain members of the Company.		$	7,040,000
Note payable to a finance company with principal plus interest due in 60 monthly installments of $250,000 bearing an interest rate of 3.57%, secured by equipment.			7,500,000
Note payable to a finance company with principal plus interest due in 60 monthly installments of $125,000 bearing an interest rate of 3.57%, secured by equipment.			4,250,425
Note payable to a finance company with principal plus interest due in 60 monthly installments of $200,008 bearing an interest rate of 5.99%, secured by equipment.			9,800,409
Note payable to an individual with principal plus interest due in 84 monthly installments of $39,383 bearing an interest rate of 8.50%.			2,191,522
Note payable to an individual with principal plus interest due in 84 monthly installments of $39,282 bearing an interest rate of 8.50%.			2,191,522
Note payable to a limited liability company with principal plus interest due in 84 monthly installments of $143,474 bearing an interest rate of 8.50%.			7,896,924

 

17

Asphalt, Inc., LLC

dba Lone Star Paving Company

Notes to Consolidated Financial Statements

December 31, 2023

 

11.	LONG-TERM DEBT (continued)

 

Note payable to a bank with principal plus interest due in monthly payments of $159,000, a balloon payment for the full amount due in October 2028, bearing an interest rate of 3.00%.			28,357,843
Note payable to a limited liability company with principal plus interest due in 84 monthly payments of $39,044, bearing an interest rate of 8.50%.			2,559,246
Note payable to a limited liability company with principal plus interest due in 84 monthly payments of $31,417, bearing an interest rate of 8.50%.			1,742,845
Note payable to a bank with principal plus interest due in monthly payments of $173,878, bearing an interest rate of 7.77%.			6,728,705
Note payable to a bank with principal plus interest due in monthly payments of $37,945, bearing an interest rate of 7.90%.			1,607,208
Note payable to a bank with principal plus interest due in monthly payments of $50,750, bearing an interest rate of 7.53%.			2,525,476
			84,392,125
Current portion			(18,400,000	)
		$	65,992,125

The future maturities of the long-term debt are as follows:

 

Year ending December 31,
2024		$	18,388,768
2025			15,545,196
2026			12,455,863
2027			9,988,251
2028			5,880,885
Thereafter			22,133,162
			84,392,125
Current portion			(18,400,000	)
		$	65,992,125

Interest expense for the long-term debt obligations totaled $4,549,529 for the year ended December 31, 2023 and is included in interest expense on the accompanying consolidated statement of income.

 

18

Asphalt, Inc., LLC

dba Lone Star Paving Company

Notes to Consolidated Financial Statements

December 31, 2023

 

12.	MEMBERS’ CAPITAL

Members’ capital consists of membership units. As of December 31, 2023, there are 384,637 membership units issued and outstanding. No additional membership units in the Company may be issued in the absence of the affirmative vote of the members holding at least 85% of the units.

Distributions are paid based on the respective membership interest. There were no distributions paid during 2023.

Management of the Company shall be performed by the Operating Manager. The Operating Manager may be removed as a manager upon the affirmative vote of the Members holding at least 85% of the units.

 

13.	COMMITMENTS AND CONTINGENCIES

Legal proceedings

The Company carries a broad range of insurance coverage, including general liability, workers’ compensation and an umbrella policy.

In the normal course of business, the Company is subject to various litigation; however, there are no legal proceedings pending against the Company that would have a material adverse effect on the financial position or results of operations of the Company.

 

14.	RETIREMENT PLAN

The Company maintains a 401(k) defined contribution plan for its qualified employees. The 401(k) plan allows eligible employees to defer a portion of their annual compensation. The Company provides matching contributions and contributions to this plan are discretionary. Contributions to the plan totaled $1,283,367 for the year ending December 31, 2023.

 

15.	RELATED PARTY TRANSACTIONS

The Company is invested in a Partnership which sells readymix concrete in Central Texas. As of December 31, 2023, the Partnership’s unaudited balance sheet has approximately $46,700,000 and $27,700,000 in assets and liabilities, respectively. The Partnership’s unaudited revenues and net income for the year ending December 31, 2023 were approximately $81,200,000 and $3,200,000, respectively. This 25% equity investment in the Partnership is included in related party investments on the accompanying consolidated balance sheet in the amount of $6,170,000. Total amounts invoiced to the Partnership for aggregate sales were approximately $4,300,000 in 2023.

 

19

Asphalt, Inc., LLC

dba Lone Star Paving Company

Notes to Consolidated Financial Statements

December 31, 2023

 

15.	RELATED PARTY TRANSACTIONS (continued)

The Company is invested in a Partnership which sells precast concrete products in Central Texas. As of December 31, 2023, the Partnership’s unaudited balance sheet has approximately $16,100,000 and $13,100,000 in assets and liabilities, respectively. The Partnership’s unaudited revenues and net income for the period ending December 31, 2023 were approximately $13,800,000 and $2,000,000, respectively. This 20% equity investment in the Partnership is included in related party investments on the accompanying consolidated balance sheet in the amount of $550,000. Total amounts invoiced to the Partnership for aggregate, rents and equipment sales were approximately $190,500 in 2023.

The Company is invested in a Partnership which mines aggregates in South Texas. As of December 31, 2023, the Partnership’s unaudited balance sheet has approximately $16,000,000 and $11,600,000 in assets and liabilities, respectively. The Partnership’s unaudited revenues and net earnings for the period ending December 31, 2023 were approximately $7,500,000 and $20,000, respectively. This 25% equity investment in the Partnership is included in related party investments on the accompanying consolidated balance sheet in the amount of $3,525,000. Total amounts invoiced to the Partnership were approximately $346,000 in 2023.

On May 23, 2023 the Company invested $1,500,000 in a Partnership operating in Texas. As of December 31, 2023, the Partnership’s unaudited balance sheet has approximately $5,300,000 and $2,100,000 in assets and liabilities, respectively. The Partnership’s unaudited revenues and net earnings for the period ending December 31, 2023 were approximately $27,000. This 47% equity investment in the Partnership is included in related party investments on the accompanying consolidated balance sheet in the amount of $1,500,000.

The Company engages in business transactions with entities that have common minority ownership and/or employees. These activities include construction projects, subcontractor work, trucking, rent and royalties. The Company does not guarantee any of the liabilities of these entities. Additionally, the Company and these entities have no common primary beneficiary. Amounts due from and to these entities at December 31, 2023 were approximately $370,000 and $1,500,000, respectively. Amounts received from and paid to these entities during the year ended December 31, 2023 were approximately $5,300,000 and $10,900,000, respectively.

 

20

Asphalt, Inc., LLC

dba Lone Star Paving Company

Notes to Consolidated Financial Statements

December 31, 2023

 

15.	RELATED PARTY TRANSACTIONS (continued)

On December 31, 2023 the Company issued two notes receivable to related entities totaling $3,100,000. The notes bear interest at 3.5%, and interest-only payments are payable annually, with principal due December 31, 2028. On December 31, 2023, the Company issued a note receivable to a related entity totaling $4,800,000. The note bears interest at 5.0%, and interest and principal payments are payable monthly, with a maturity date of January 1, 2049. On December 1, 2023, the Company issued a note receivable to a related entity totaling $2,735,000. The note bears interest at 5.0%, and interest-only payments are payable monthly through December 31, 2024. Beginning January 1, 2025, principal and interest payments are payable monthly, with a maturity date of December 1, 2028. These notes are included in related party notes receivable on the accompanying consolidated balance sheet, along with various existing notes receivables from related entities. The existing notes bear interest at 1.5%, and interest-only payments are payable annually, with principal due December 30, 2026. Outstanding balances on the related party notes receivable totaled $24,360,000 as of December 31, 2023. Interest income on these notes for the year ended December 31, 2023 totaled approximately $377,000 and is recorded in Other income on the accompanying consolidated financial statements.

 

16.	SUBSEQUENT EVENTS

In January 2024, the Company purchased an asphalt plant and equipment for approximately $8,000,000, and intends to install and begin using them in early 2024.

In January 2024, the Company purchased an asphalt plant which will be financed through a combination of cash and financing. The plant consisted of land, property and equipment used in the production of asphalt, and the estimated purchase price was $20,000,000.

In January 2024, the Company purchased a 1,089 acre parcel of land from a related party for approximately $36,000,000 through a combination of cash and financing.

 

21

SUPPLEMENTARY INFORMATION

Asphalt, Inc., LLC

dba Lone Star Paving Company

Schedule of Earnings from Construction Contracts

For the Year Ended December 31, 2023

 

		Revenues Earned				Cost of Revenues Earned				Gross Profit
Contracts in progress at year end		$	130,250,784			$	116,356,316			$	13,894,468
Contracts Completed during the period		$	229,522,102			$	168,245,955			$	61,276,147
		$	359,772,886			$	284,602,271			$	75,170,615

 

23

Asphalt, Inc., LLC

dba Lone Star Paving Company

Schedule of Earnings from Completed Contracts

For the Year Ended December 31, 2023

 

		Total Contract								Contract Totals												Before January 1, 2023												For the Year Ended December 31, 2023
Job Name		Contract Price				Gross Profit				Revenues Earned				Cost of Revenues				Gross Profit (loss)				Revenues Earned				Cost of Revenues				Gross Profit (loss)				Revenues Earned				Cost of Revenues				Gross Profit (loss)
75284		$	17,184,602			$	15,652,464			$	17,184,602			$	15,652,464			$	1,532,137			$	17,182,360			$	15,650,432			$	1,531,928			$	2,242			$	2,033			$	209
52647			15,731,250				12,429,800				15,731,250				12,429,800				3,301,451				14,947,436				11,770,534				3,176,902				783,814				659,266				124,548
129284			15,379,536				14,109,185				15,379,536				14,109,185				1,270,350				14,819,311				13,911,519				907,792				560,225				197,666				362,558
51102			13,334,345				12,906,742				13,334,345				12,906,742				427,603				13,271,407				12,905,651				365,756				62,938				1,092				61,847
53186			7,367,579				5,679,726				7,367,579				5,679,726				1,687,854				4,715,522				3,925,991				789,531				2,652,057				1,753,735				898,323
53304			5,846,641				5,441,050				5,846,641				5,441,050				405,591				1,388,202				1,330,868				57,334				4,458,439				4,110,182				348,257
53393			5,102,911				4,519,981				5,102,911				4,519,981				582,930				634,367				623,372				10,995				4,468,544				3,896,608				571,935
129013			4,944,907				3,958,359				4,944,907				3,958,359				986,549				637,937				571,842				66,096				4,306,970				3,386,517				920,453
52964			4,591,871				4,638,791				4,591,871				4,638,791				(46,920	)			4,503,289				4,591,181				(87,892	)			88,583				47,611				40,972
132240			3,987,001				3,383,825				3,987,001				3,383,825				603,176				1,703,631				1,492,542				211,089				2,283,370				1,891,283				392,087
52705			3,409,153				3,479,312				3,409,153				3,479,312				(70,159	)			1,226,757				1,194,085				32,671				2,182,396				2,285,227				(102,831	)
53087			3,195,224				2,563,084				3,195,224				2,563,084				632,141				872,507				694,976				177,531				2,322,717				1,868,108				454,609
53446			2,964,704				2,727,725				2,964,704				2,727,725				236,978				—				—				—				2,964,704				2,727,725				236,978
52925			2,703,171				2,515,675				2,703,171				2,515,675				187,497				2,022,897				1,912,747				110,150				680,274				602,928				77,346
Small jobs			218,650,737				54,004,002				218,650,722				164,646,720				54,004,002				16,945,895				16,035,773				910,122				201,704,829				144,815,975				56,888,854
		$	324,393,633			$	148,009,721			$	324,393,618			$	258,652,439			$	65,741,179			$	94,871,517			$	86,611,512			$	8,260,006			$	229,522,102			$	168,245,955			$	61,276,147

 

24

Asphalt, Inc., LLC

dba Lone Star Paving Company

Schedule of Earnings from Contracts in Progress

For the Year Ended December 31, 2023

 

		Total Contract												Contract Totals												At December 31, 2023								Before January 1, 2023												For the Year Ended December 31, 2023
Job Name		Contract Price				Estimated Gross Profit (loss)				Billed To Date				Cost To Date				Total Estimated Costs				Earned Profit (loss) To Date				Costs in Excess Billings				Billings in Excess Costs				Revenues Earned				Cost of Revenues				Gross Profit (loss)				Revenues Earned				Cost of Revenues				Gross Profit (loss)
132059		$	23,561,981			$	1,571,028			$	11,693,041			$	10,930,998			$	21,990,954			$	780,907			$	18,865			$	—			$	4,716,950			$	4,494,990			$	221,961			$	6,994,955			$	6,436,008			$	558,947
52937			22,266,312				536,731				5,958,276				5,428,027				21,729,581				134,075				—				396,174				1,677,721				1,637,742				39,979				3,884,381				3,790,285				94,096
130293			21,558,847				229,602				9,947,104				10,257,376				21,329,245				110,417				420,689				—				5,472,387				5,614,206				(141,819	)			4,895,406				4,643,170				252,236
53716			11,497,170				2,003,177				3,368,377				2,763,676				9,493,994				583,119				—				21,582				—				—				—				3,346,795				2,763,676				583,119
131321			9,772,718				770,860				3,980,139				3,412,432				9,001,858				292,218				—				275,489				1,619,033				1,513,860				105,173				2,085,617				1,898,572				187,045
131362			7,604,682				1,446,303				4,558,673				3,155,454				6,158,379				741,062				—				662,156				1,835,639				1,604,760				230,879				2,060,878				1,550,695				510,183
52526			5,264,000				505,024				4,152,197				3,563,792				4,758,976				378,191				—				210,215				2,676,074				2,472,642				203,432				1,265,908				1,091,150				174,759
52947			3,869,914				281,114				2,327,054				2,257,619				3,588,801				176,841				107,406				—				—				—				—				2,434,460				2,257,619				176,841
131297			2,813,209				339,805				2,303,950				1,984,983				2,473,404				272,704				—				46,264				817,517				749,855				67,662				1,440,170				1,235,128				205,042
53317			72,200,132				5,825,746				7,221,823				5,303,355				66,374,386				465,481				—				1,452,987				548,152				505,590				42,563				5,220,683				4,797,765				422,918
54011			40,923,847				4,352,065				—				183,661				36,571,782				21,856				205,517				—				—				—				—				205,517				183,661				21,856
53661			37,456,268				1,433,940				6,355,371				4,995,069				36,022,327				198,839				—				1,161,463				—				—				—				5,193,908				4,995,069				198,839
133269			30,715,600				2,350,600				—				192,026				28,365,000				15,913				207,939				—				—				—				—				207,939				192,026				15,913
133125			20,144,527				1,273,043				—				110,293				18,871,484				7,440				117,733				—				—				—				—				117,733				110,293				7,440
75519			13,641,801				2,630,472				11,196,030				9,069,760				11,011,329				2,166,655				40,384				—				9,771,883				8,015,880				1,756,003				1,464,532				1,053,880				410,651
132288			10,829,879				1,527,121				1,176,279				1,000,955				9,302,757				164,315				—				11,010				—				—				—				1,165,269				1,000,955				164,315
54013			9,312,832				93,036				—				46,821				9,219,796				472				47,293				—				—				—				—				47,293				46,821				472
53970			8,806,889				417,623				—				44,794				8,389,267				2,230				47,024				—				—				—				—				47,024				44,794				2,230
54012			7,574,977				233,200				—				39,870				7,341,778				1,266				41,136				—				—				—				—				41,136				39,870				1,266
55104			7,039,568				2,293,364				6,918,308				4,726,236				4,746,204				2,283,715				91,643				—				5,990,872				4,173,873				1,816,999				1,019,079				552,363				466,716
53517			6,914,282				457,978				1,305,001				1,138,468				6,456,305				80,757				—				85,775				—				—				—				1,219,225				1,138,468				80,757
75359			6,854,366				2,307				6,830,906				6,852,059				6,852,059				2,307				23,460								1,460,934				1,435,346				25,589				5,393,432				5,416,713				(23,281	)
131476			6,837,785				(65,061	)			6,811,179				6,900,846				6,902,846				(65,042	)			24,624				—				1,304,302				1,250,200				54,102				5,531,501				5,650,645				(119,144	)
53328			6,774,287				150,734				6,602,981				6,285,497				6,623,553				143,040				—				174,444				1,617,135				1,557,039				60,096				4,811,402				4,728,458				82,944
75453			6,732,927				(196,403	)			6,702,927				6,926,330				6,929,330				(196,318	)			27,085				—				3,638,438				3,551,977				86,461				3,091,575				3,374,354				(282,779	)
53969			6,275,058				424,772				—				34,058				5,850,286				2,473				36,531				—				—				—				—				36,531				34,058				2,473
52876			6,043,780				330,155				5,953,784				5,490,304				5,713,625				317,251				—				146,229				—				—				—				5,807,555				5,490,304				317,251
133126			5,525,324				885,313				4,981,469				4,200,039				4,640,011				801,366				19,936				—				—				—				—				5,001,405				4,200,039				801,366
53828			5,378,990				239,845				—				33,608				5,139,145				1,568				35,176				—				—				—				—				35,176				33,608				1,568
53419			4,445,680				268,473				425,319				258,697				4,177,208				16,627				—				149,995				—				—				—				275,324				258,697				16,627
52006			4,435,041				796,509				4,476,041				3,619,865				3,638,533				792,422				—				63,754				3,237,729				2,819,574				418,155				1,174,558				800,291				374,267
132212			4,357,827				325,434				2,364,470				3,791,713				4,032,393				306,010				1,733,253				—				49,106				46,475				2,631				4,048,617				3,745,238				303,378
54014			3,798,987				153,425				—				22,315				3,645,562				939				23,254				—				—				—				—				23,254				22,315				939
131158			3,680,250				717,628				3,619,885				3,005,280				2,962,622				727,960				113,356				—				—				—				—				3,733,241				3,005,280				727,960
53625			3,571,962				328,033				3,570,797				3,216,079				3,243,929				325,217				—				29,501				—				—				—				3,541,296				3,216,079				325,217
53562			3,559,848				176,645				34,150				49,150				3,383,204				2,566				17,566				—				—				—				—				51,716				49,150				2,566
52958			3,255,834				215,118				3,063,582				2,928,217				3,040,717				207,159				71,793				—				1,855,201				1,798,464				56,737				1,280,174				1,129,753				150,421
75873			2,988,238				178,607				2,968,238				2,784,631				2,809,631				177,018				—				6,589				—				—				—				2,961,649				2,784,631				177,018
53401			2,861,014				303,543				383,504				302,547				2,557,470				35,909				—				45,048				—				—				—				338,455				302,547				35,909
Small Jobs			60,442,625				8,419,768				44,489,750				34,780,331				52,022,857				6,615,993				222,561				3,315,987				2,640,308				2,488,441				151,867				38,756,016				32,291,890				6,464,126
		$	521,589,259			$	44,226,674			$	185,740,605				162,087,227			$	477,362,585			$	19,092,939			$	3,694,225			$	8,254,664			$	50,929,382			$	45,730,911			$	5,198,470			$	130,250,784			$	116,356,316			$	13,894,469

 

 

25

Asphalt, Inc., LLC

dba Lone Star Paving Company

Schedule of Selling, General and Administrative Expenses

For the Year Ended December 31, 2023

 

Advertising and promotion		$	246,889
Amortization			1,978,157
Auto and trucks			11,473
Bank charges			486,800
Bad debt			111,614
Computer and internet			341,446
Depreciation			120,000
Other			682,710
Insurance			1,200,079
Meals and entertainment			1,453,411
Office supplies			1,207,229
Payroll and benefits			12,032,688
Professional fees			503,114
Rent			912,321
Retirement			186,660
Taxes and permits			531,462
Utilities			912,354
		$	22,918,407

 

26

Asphalt, Inc., LLC

dba Lone Star Paving Company

Consolidating Balance Sheet

For the Year Ended December 31, 2023

 

 

		Lone Star Paving Company				Pelican Asphalt Company, LLC				Lone Star Materials & Asphalt, LLC				Lone Star Assets Investment Holdings				Burnet Land Investments				Eliminations				Consolidated
Assets
Cash		$	4,833,049			$	—			$	852,525			$	692,121			$	674,221			$	—			$	7,051,916
Contract receivables			61,268,042				—				807,311				7,125				—				(807,311	)			61,275,167
Costs and estimated earnings on uncompleted contracts in excess of billings			3,694,225				—				—				—				—				—				3,694,225
Other assets			—				—				—				1,058,254				—				—				1,058,254
Inventory			25,151,140				—				—				—				—				—				25,151,140
Related party notes receivable			—				—				—				24,360,000				—				—				24,360,000
Related party investments			53,877,008				—				—				11,845,000				—				(53,977,008	)			11,745,000
Operating lease right-of-use assets, net			3,169,404				—				—				—				—				—				3,169,404
Goodwill, net			14,335,115				8,622,003				4,437,177				—				—				—				27,394,294
Fixed assets, net			132,190,018				13,493,204				17,060,461				—				11,442,008				—				174,185,691
Total		$	298,518,002			$	22,115,207			$	23,157,474			$	37,962,500			$	12,116,229			$	(54,784,319	)		$	339,085,091
Liabilities and Equity
Accounts payable		$	28,950,787			$	—			$	558,220			$	—			$	—			$	(807,311	)		$	28,701,696
Accrued liabilities			970,089				—				243,158				—				—				—				1,213,247
Billings in excess of costs and estimated earnings on uncompleted contracts			8,254,664				—				—				—				—				—				8,254,664
Line of credit			13,041,662				—				—				—				—				—				13,041,662
Current portion of long-term debt			15,800,000				—				2,600,000				—				—				—				18,400,000
Current portion of operating lease liability			1,035,208				—				—				—				—				—				1,035,208
Long-term debt, net of current portion			53,428,644				—				12,563,481				—				—				—				65,992,125
Operating lease liability, net of current portion			2,103,818				—				—				—				—				—				2,103,818
Equity			174,933,130				22,115,207				7,192,614				37,962,500				12,116,229				(53,977,008	)			200,342,672
Total Liabilities and Equity		$	298,518,002			$	22,115,207			$	23,157,473			$	37,962,500			$	12,116,229			$	(54,784,319	)		$	339,085,092

 

27

Asphalt, Inc., LLC

dba Lone Star Paving Company

Consolidating Statement of Income

For the Year Ended December 31, 2023

 

		Lone Star Paving Company				Pelican Asphalt Company, LLC				Lone Star Materials & Asphalt, LLC				Lone Star Assets Investment Holdings				Burnet Land Investments				Eliminations				Consolidated
Revenues
Contract revenues earned - paving		$	359,772,886			$	—			$	24,540,952			$	—			$	—			$	(24,540,952	)		$	359,772,886
Sales - materials			50,709,209				—				—				—				—				—				50,709,209
Total revenues			410,482,095				—				24,540,952				—				—				(24,540,952	)			410,482,095
Costs and expenses
Cost of contract revenues - paving			287,903,290				493,953				20,745,980				—				—				(24,540,952	)			284,602,271
Cost of sales - materials			40,363,223				—				—				—				—				—				40,363,223
Total cost of sales			328,266,513				493,953				20,745,980				—				—				(24,540,952	)			324,965,494
Gross profit			82,215,582				(493,953	)			3,794,972				—				—				—				85,516,601
Selling, general, and administrative expenses			(20,332,216	)			(696,814	)			(1,889,377	)			—				—				—				(22,918,407	)
Income from operations			61,883,366				(1,190,767	)			1,905,595				—				—				—				62,598,194
Other income (expense)
Other income			965,984				—				334,473				227,500				—				—				1,527,957
Earnings from equity method investments			—				—				—				1,200,000				—				—				1,200,000
Gain on sale of fixed assets			873,740				—				(8,369	)			—				—				—				865,371
Interest expense			(3,507,072	)			—				(1,168,715	)			—				—				—				(4,675,787	)
			(1,667,348	)			—				(842,611	)			1,427,500				—				—				(1,082,459	)
Income before provision for income taxes			60,216,018				(1,190,767	)			1,062,984				1,427,500				—				—				61,515,735
Provision for income taxes			(649,368	)			—				(19,000	)			—				—				—				(668,368	)
Net Income (loss)		$	59,566,650			$	(1,190,767	)		$	1,043,984			$	1,427,500			$	—			$	—			$	60,847,367

 

 

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